In these Series C Preferred Share provisions, the following expressions have the meanings Indicated:

“Annual Fixed Dividend Rate” means, for any Subsequent Fixed Rate Period, the annual rate of interest (expressed as a percentage rounded to the nearest one hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to the sum of the Government of Canada Yield an the applicable Fixed Rate Calculation Date and 3.10%;

“Bloomberg Screen GCAN5YR Page” means the display designated as page “GCAN5YR<INDEX>” on the Bloomberg Financial L.P. service or its successor service (or such other page as may replace the GCAN5YR<INDEX> page on that service or its successor service) for purposes of displaying Government of Canada bond yields;

“Book-Based System” means the record entry securities transfer and pledge system administered by the System Operator in accordance with the operating rules and procedures of the System Operator in force from time to time and any successor system thereof;

“Book-Entry Holder” means the person that is the beneficial holder of a Book-Entry Share;

“Book-Entry Shares” means the Series C Preferred Shares held through the Book-Based System;

“Business Day” means a day on which chartered banks are generally open for business in both Calgary, Alberta and Toronto, Ontario;

“CDS” means CDS Clearing and Depository Services Inc. or any successor thereof;

“Common Shares” means the common shares of the Corporation;

“Dividend Payment Date” means the last day of March, June, September and December, in each year; provided that, if such date is not a Business Day, the applicable Dividend Payment Date will be the next succeeding Business Day;

“First Preferred Shares” means the first preferred shares of the Corporation;

“Fixed Rate Calculation Date” means, for any Subsequent Fixed Rate Period, the 30th day prior to the first day of such Subsequent Fixed Rate Period;

“Floating Quarterly Dividend Rate” means, for any Quarterly Floating Rate Period, the annual rate of interest (expressed as a percentage rounded to the nearest one hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to the sum of the 7-Bill Rate on the applicable Floating Rate Calculation Date and 3.10%;

“Floating Rate Calculation Date” means, for any Quarterly Floating Rate Period, the 30th day prior to the first day of such Quarterly Floating Rate Period;

“Global Certificate” means the global certificate representing outstanding Book-Entry Shares;

“Government of Canada Yield” on any date means the yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 am.  (Toronto time) on such date and that appears on the Bloomberg Screen GCAN5YR Page on such date; provided that if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, then the Government of Canada Yield shall mean the arithmetic average of the yields quoted to the Corporation by two registered Canadian investment dealers selected by the Corporation as being the annual yield to maturity on such date, compounded semi-annually, that a non-callable Government of Canada bond would carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on such date with a term to maturity of five years;

“Initial Fixed Rate Period” means the period from and including the date of Issue of the Series C Preferred Shares to but excluding June 30, 2017;

“Participants” means the participants in the Book-Based System;

“Pro Rated Dividend” means the amount determined by multiplying the amount of the dividend payable for a Quarter in which a Liquidation, conversion or redemption is to occur by four and multiplying that product by a fraction, the numerator of which is the number of days from and including the Dividend Payment Date immediately preceding the date fixed for Liquidation, conversion or redemption to but excluding such date and the denominator of which is 365 or 366, depending upon the actual number of days in the applicable year;

“Quarter” means a three-month period ending on a Dividend Payment Date;

“Quarterly Commencement Date” means the last day of March, June, September and December in each year, commencing June 30, 2017;

“Quarterly Floating Rate Period” means the period from and including a Quarterly Commencement Date to but excluding the next succeeding Quarterly Commencement Date;

“Series C Conversion Date” means June 30, 2017, and June 30 in every fifth year thereafter;

“Series D Preferred Shares” means the Cumulative Redeemable First Preferred Shares, Series D of the Corporation;

“Subsequent Fixed Rate Period” means, for the initial Subsequent Fixed Rate Period, the period from and including June 30, 2017, to but excluding June 30, 2022, and for each succeeding Subsequent Fixed Rate Period means the period from and including the day immediately following the last day of the immediately preceding Subsequent Fixed Rate Period to but excluding June 30 in the fifth year thereafter;

“System Operator” means CDS or its nominee or any successor thereof; and

“T-Bill Rate” means, for any Quarterly Floating Rate Period, the average yield expressed as an annual rate on 90 day Government of Canada treasury bills, as reported by the Bank of Canada, for the most recent treasury bills auction preceding the applicable Floating Rate Calculation Date.

If any day on which any dividend on the Series C Preferred Shares is payable by the Corporation or on or by which any other action is required to be taken by the Corporation is not a Business Day, then such dividend shall be payable and such other action may be taken on or by the next succeeding day that is a Business Day.

During the Initial Fixed Rate Period, the holders of the Series C Preferred Shares shall be entitled to receive and the Corporation shall pay, as and when declared by the board of directors of the Corporation, out of the moneys of the Corporation properly applicable to the payment of dividends, fixed cumulative preferential cash dividends at an annual rate of $1.15 per share, payable quarterly on each Dividend Payment Date in each year. The time dividend, if declared, shell be payable on March 31, 2012, and, notwithstanding the foregoing, shall be in the amount per share determined by multiplying $1.15 by the number of days in the period from and including the date of issue of the Series C Preferred Shares to but excluding, March 31, 2012, and dividing that product by 365.

During each Subsequent Fixed Rate Period, the holders of the Series C Preferred Shares shall be entitled to receive and the Corporation shall pay, as and when declared by the Board of Directors, out of the moneys of the Corporation properly applicable to the payment of dividends, fixed cumulative preferential cash dividends, payable quarterly” on each Dividend Payment Date, in the amount per share determined by multiplying one-quarter of the Annual Fixed Dividend Rate for such Subsequent Fixed Rate Period by $25.00.

On each Fixed Rate Calculation Date, the Corporation shall determine the Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period.  Each such determination shall, in the absence of manifest error, be final and binding upon the Corporation and upon all holders of Series C Preferred Shares.  The Corporation shall, on each Fixed Rate Calculation Date, give written notice of the Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period to the registered holders of the then outstanding Series C Preferred Shares.  Each such notice shall be given by electronic transmission, by facsimile transmission or by ordinary unregistered first class prepaid mail addressed to each holder of Series C Preferred Shares at the last address of such holder as it appears on the books of the Corporation or, in the event of the address of any holder not so appearing, to the address of such holder last known to the Corporation.

If the dividend payable on any Dividend Payment Date is not paid In full on such date on all of the Series C Preferred Shares then outstanding, such dividend or the unpaid part of it shall be paid on a subsequent date or dates to be determined by the Board of Directors on which the Corporation shall have sufficient moneys properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the dividend.

Cheques of the Corporation payable in lawful money of Canada at par at any branch of the Corporation’s bankers in Canada may be issued in respect of the dividends (less any tax required to be deducted) and payment of the cheques shall satisfy such dividends, or payments in respect of dividends may be made in any other manner determined by the Corporation.

The holders of the Series C Preferred Shares shall not be entitled to any dividend other than as specified in this paragraph (2).

through the facilities of any stock exchange on which the Series C Preferred Shares are listed,

by invitation for tenders addressed to all the holders of record of the Series C Preferred Shares outstanding, or

in any other manner,

In any case of redemption of Series C Preferred Shares under the provisions of this paragraph (4), the Corporation shall, at least 30 days and not more than 60 days before the date specified for redemption, mail to each person who at the date of mailing is a registered holder of Series C Preferred Shares to be redeemed a written notice of the intention of the Corporation to redeem such Series C Preferred Shares.  Such notice shall be mailed in a prepaid letter addressed to each such holder at the holder’s address as it appears on the books of the Corporation or, in the event of the address of any such holder not so appearing, to the last known address of such holder; provided, however, that accidental failure to give any such notice to one or more of such holders shall not affect the validity of such redemption.  Such notice shall set out the cash redemption price and the date on which redemption is to take place and, if part only of the Series C Preferred Shares held by the person to whom it is addressed is to be redeemed, the number so to be redeemed.  On or after the date so specified for redemption the Corporation shall pay or cause to be paid to or to the order of the registered holders of the Series C Preferred Shares to be redeemed the cash redemption price on presentation and surrender at the head office of the Corporation or any other place designated in such notice of the certificates for the Series C Preferred Shares called for redemption, subject to the provisions of paragraph (14).  Such payment shall be made by cheque payable at par at any branch of the Corporation’s bankers in Canada.  Such Series C Preferred Shares shall then be and be deemed to be redeemed and shall be restored to the status of authorized but unissued shares.  If a part only of the shares represented by any certificate shall be redeemed, a new certificate for the balance shall be issued at the expense of the Corporation.  From and after the date specified in any such notice, the Series C Preferred Shares called for redemption shall cease to be entitled to dividends and the holders shall not be entitled to exercise any of the rights of holders in respect thereof unless payment of the cash redemption price shell not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected.  The Corporation shall have the right, at any time after the mailing of notice of its intention to redeem any Series C Preferred Shares, to deposit the cash redemption price of the shares so called for redemption, or of such of the shares represented by certificates that have not at the date of such deposit been surrendered by the holders in connection with such redemption, to a special account in any chartered bank or any trust company in Canada named in such notice, to be paid without interest to or to the order of the respective holders of such Series

The Series C Preferred Shares shall not be convertible prior to June 30, 2017.  Holders of Series C Preferred Shares shall have the right to convert on each Series C Conversion Date, subject to the provisions hereof, all or any of their Series C Preferred Shares into Series D Preferred Shares on the basis of one Series D Preferred Share for each Series C Preferred Share.  The Corporation shall, not more than 60 days and not less than 30 days prior to the applicable Series C Conversion Date, give notice in writing in accordance with the provisions of subparagraph 2(c) to the then registered holders of the Series C Preferred Shares of the conversion right provided for in this paragraph (5), which notice shall set out the Series C Conversion Date and instructions to such holders as to the method by which such conversion right may be exercised, On the 30th day prior to each Series C Conversion Date, the Corporation shall give notice in writing to the then registered holders of the Series C Preferred Shares of the Annual Fixed Dividend Rate for the Series C Preferred Shares for the next succeeding Subsequent Fixed Rate Period and the Floating Quarterly Dividend Rate for the Series D Preferred Shares for the next succeeding Quarterly Floating Rate Period, Such notice shall be delivered in accordance with the provisions of subparagraph (2)(c).

Holders of Series C Preferred Shares shall not be entitled to convert their shares into Series D Preferred Shares if the Corporation determines that there would remain outstanding on a Series C Conversion Date less than 1,000,000 Series D Preferred Shares, after having taken into account all Series C.  Preferred Shares tendered for conversion into Series D Preferred Shares and all Series D Preferred Shares tendered for conversion into Series C Preferred Shares, and the Corporation shall give notice in writing thereof in accordance with the provisions of subparagraph (2)(c) to all affected registered holders of the Series C Preferred Shares at least seven days prior to the applicable Series C Conversion Date and shall issue and deliver, or cause to be delivered, prior to such Series C Conversion Date, at the expense of the Corporation, to such holders of Series C Preferred Shares who have surrendered for conversion any certificate or certificates representing Series C Preferred Shares, certificates representing the Series G Preferred Shares represented by any certificate or certificates so surrendered.

If the Corporation determines that there would remain outstanding on a Series C Conversion Date less than 1,000,000 Series C Preferred Shares, after having taken into account all Series C Preferred Shares tendered for conversion into Series D Preferred Shares and all Series D Preferred Shares tendered for conversion into Series C Preferred Shares, then all of the remaining outstanding Series C Preferred Shares shall be converted automatically into Series D Preferred Shares on the basis of one Series D Preferred Share for each Series C Preferred Share on the applicable Series C Conversion Date arid the Corporation shall give notice in writing thereof in accordance with the provisions of subparagraph (2)(c) to the then registered holders of such remaining Series C Preferred Shares at least seven days prior to the Series C Conversion Date.

If all remaining outstanding Series C Preferred Shares are to be converted into Series D Preferred Shares on the applicable Series C Conversion Date as provided for in subparagraph (d) of this paragraph (5), the Series C Preferred Shares that holders have not previously elected to convert shall be converted on the Series C Conversion Date into Series D Preferred Shares and the holders thereof shall be deemed to be holders of Series D Preferred Shares at 5:00 p.m. (Toronto time) on the Series C Conversion Date arid shall be entitled, upon surrender during regular business hours at the principal office in Toronto or Calgary of the transfer agent and registrar of the Corporation of the certificate or certificates representing Series C Preferred Shares not previously surrendered for conversion, to receive a certificate or certificates representing the same number of Series D Preferred Shares in the manner and subject to the provisions of this paragraph (5) and Paragraph (14).

Subject to subparagraph (h) of this paragraph (5) and paragraph (14), as promptly as practicable after the Series C Conversion Date the Corporation shall deliver or cause to be delivered certificates representing the Series D Preferred $hares registered in the name of the holders of the Series C Preferred Shares to be converted, or as such holders shall have directed, on presentation and surrender at the principal office in Toronto or Calgary of the transfer agent and registrar for the Series C Preferred Shares of the certificate or certificates for the Series C Preferred Shares to be converted.  If only a part of such Series C Preferred Shares represented by any certificate shall be converted, a new certificate for the balance shalt be issued at the expense of the Corporation.  From and after the date specified in any Series D Conversion Notice, the Series C Preferred Shares converted into Series D Preferred Shares shall cease to be outstanding and shall be restored to the status of authorized but unissued shares, and the holders thereof shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of holders in respect thereof unless the Corporation shall fail, subject to paragraph (14), to deliver to the holders of the Series C Preferred Shares to be converted share certificates representing the Series D Preferred Shares into which such shares have been converted.

The obligation of the Corporation to issue Series D Preferred Shares upon conversion of any Series C Preferred Shares shall be deferred during the continuance of any one or more of the following events:

the issuing of such Series D Preferred Shares is prohibited pursuant to any agreement or arrangement entered into by the Corporation to assure its solvency or continued operation;

for any reason beyond its control, the Corporation is unable to Issue Series D Preferred Shares or is unable to deliver Series Preferred Shares.

the Corporation reserves the right not to deliver Series D Preferred Shares to any person that the Corporation or its transfer agent and registrar has reason to believe is a person whose address is in, or that the Corporation or its transfer agent and registrar has reason to believe is a resident of, any jurisdiction outside Canada if such delivery would require the Corporation to take any action to comply with the securities laws of such jurisdiction.  In those circumstances, the Corporation shall hold, as agent of any such person, all or the relevant number of Series Preferred Shares, and the Corporation shall attempt to sell such Series D Preferred Shares to parties other then the Corporation and its affiliates on behalf of any such person.  Such sales (if any) shall be made at such times and at such prices as the Corporation, In its sole discretion, may determine.  The Corporation shall not be subject to any liability for failure to sell Series D Preferred Shares on behalf of any such person at all or at any particular price or on any particular day.  The net proceeds received by the Corporation from the sale of any such Series D Preferred Shares shall be delivered to any such person, after deducting the costs of sale, by cheque or in any other manner determined by the Corporation.

declare, pay or set apart for payment any dividends (other than stock dividends in shares of the Corporation ranking junior to the Series C Preferred Shares) on the Common Shares or any other shares of the Corporation ranking junior to the Series C Preferred Shares with respect to payment of dividends; or

call for redemption of, purchase, reduce the stated capital maintained by the Corporation or otherwise pay for any shares of the Corporation ranking junior to the Series C Preferred Shares with respect to repayment of capital or with respect to payment of dividends;

Subject to the provisions of subparagraphs (b) and (c) of this paragraph (14) and notwithstanding the provisions of paragraphs (1) through (13) of these share provisions, the Series C Preferred Shares shall be evidenced by a single fully registered Global Certificate representing the aggregate number of Series C Preferred Shares issued by the Corporation which shall be held by, or on behalf of, the System Operator as custodian of the Global Certificate for the Participants and registered in the name of “CDS & Co.” (or in such other name as the System Operator may use from time to time as its nominee for purposes of the Book-Based System), and registrations of ownership, transfers, surrenders and conversions of Series C Preferred Shares shall be made only through the Book-Based System.  Accordingly, subject to subparagraph (c) of this paragraph (14), no beneficial fielder of Series C Preferred Shares shall receive a certificate or other instrument from the Corporation or the System Operator evidencing such holder’s ownership thereof, and no such holder shall be shown on the records maintained by the System Operator except through a book-entry account of a Participant acting on behalf of such holder.

Notwithstanding the provisions of paragraphs (1) through (13), so long as the System Operator is the registered holder of the Series C Preferred Shares:

the System Operator shall be considered the sole owner of the Series C Preferred Shares for the purposes of receiving notices or payments on or in respect of the Series C Preferred Shares or the delivery of Series D Preferred Shares and certificates therefor upon the exercise of rights of conversion; and

the Corporation, pursuant to the exercise of rights of redemption or conversion, shall deliver or cause to be delivered to the System Operator, for the benefit of the beneficial holders of the Series C Preferred Shares, the cash redemption price for the Series C Preferred Shares or certificates for Series D Preferred Shares against delivery to the Corporation’s account with the System Operator of such holders’ Series C Preferred Shares,

The provisions of paragraphs (1) through (13) and the exercise of rights of redemption and conversion, with respect to Series C Preferred Shares are subject to the provisions of this paragraph (14), and to the extent that there is any inconsistency or conflict between such provisions, the provisions of this paragraph (14) shall prevail.

In these Series D Preferred Share previsions, the following expressions have the meanings indicated:

“Annual Fixed Dividend Rate” means, for any Subsequent Fixed Rate Period, the annual rate of Interest (expressed as a percentage rounded to the nearest one hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to the sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date end 3.10%;

“Bloomberg Screen GCAN5YR Page” means the display designated as page “GCAN5YR<INDEX>” on the Bloomberg Financial L.P. service or its successor service (or such other page as may replace the GCAN5YR<INDEX> page on that service or its successor service) for purposes of displaying Government of Canada bond yields;

“Book-Based System” means the record entry securities transfer end pledge system administered by the System Operator in accordance with the operating rules and procedures of the System Operator in force from time to time and any successor system thereof;

“Book-Entry Holder” means the person that is the beneficial holder of a Book-Entry Share;

“Book-entry Shares” means the Series D Preferred Shares held through the Book-Based System;

“Business Day” means a day on which chartered banks are generally open for business in both Calgary, Alberta and Toronto, Ontario;

“CDS” means CDS Clearing and Depository Services Inc. or any successor thereof;

“Common Shares” means the common shares of the Corporation;

“Definitive Share” means a fully registered, typewritten, printed, lithographed, engraved or otherwise produced share certificate representing one or more Series D Preferred Shares;

“Dividend Payment Date” means the last day of March, June, September and December, in each year; provided that, if such date is not a Business Day, the applicable Dividend Payment Date will be the next succeeding Business Day;

“Fixed Rate Calculation Date” means, for any Subsequent Fixed Rate Period, the 30^th day prior to the first day of such Subsequent Fixed Rate Period;

“Floating Quarterly Dividend Rate” means, for any Quarterly Floating Rate Period, the annual rate of interest (expressed as a percentage rounded to the nearest one hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to the sum of the T-Bill Rate on the applicable Floating Rate Calculation Date and 3.10%;

“Floating Rate Calculation Date” means, for any Quarterly Floating Rate Period, the 30^th day prior to the first day of such Quarterly Floating Rate Period;

“Global Certificate” means the global certificate representing outstanding Book-Entry Shares;

“Government of Canada Yield” on any date means the yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and that appears on the Bloomberg Screen GCAN5YR Page on such date; provided that if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, then the Government of Canada Yield shall mean the arithmetic average of the yields quoted to the Corporation by two registered Canadian investment dealers selected by the Corporation as being the annual yield to maturity on such date, compounded semi-annually that a non-callable Government of Canada bond would carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on such date with a term to maturity of five years;

“Liquidation” means the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs;

“Participants” means the participants in the Book-Based System;

“Pro Rated Dividend” means the amount determined by multiplying the amount of the dividend payable for a Quarter in which a Liquidation conversion or redemption is to occur by four and multiplying that product by a fraction, the numerator of which is the number of days from and including the Dividend Payment Date immediately preceding the date fixed for Liquidation, conversion or redemption to but excluding such date and the denominator of which is 365 or 366, depending upon the actual number of days in the applicable year;

“Quarterly Commencement Date” means the last day of March, June, September and December in each year, commencing June 30, 2017;

“Quarterly Floating Rate Period” means the period from and including a Quarterly Commencement Date to but excluding the next succeeding Quarterly Commencement Date;

“Series C Preferred Shares” means the Cumulative Redeemable First Preferred Shares, Series C of the Corporation;

“Series D Conversion Date” means June 30, 2022, and June 30 in every fifth year thereafter;

“Subsequent Fixed Rate Period” means, for the initial Subsequent Fixed Rate Period, the period from and including June 30, 2017, to but excluding June 30, 2022, and for each succeeding Subsequent Fixed Rate Period means the period from and including the day immediately following the last day of the immediately preceding Subsequent Fixed Rate Period to but excluding June 30 in the fifth year thereafter;

“System Operator” means CDS or its nominee or any successor thereof; and

“T-Bill Rate” means, for any Quarterly Floating Rate Period, the average yield expressed as an annual rate on 90 day Government of Canada treasury bills, as reported by the Bank of Canada, for the most recent treasury bills auction preceding the applicable Floating Rate Calculation Date.

The expressions “on a parity with”, “ranking prior to”, “ranking junior to” and similar expressions refer to the order of priority in the payment of dividends or in the distribution of assets in the event of any liquidation.

If any day on which any dividend on the Series D Preferred Shares is payable by the Corporation or on or by which any other action is required to be taken by the Corporation is not a Business Day, then such dividend shall be payable and such other action’ may be taken on or by the next succeeding day that is a Business Day.

During each Quarterly Floating Rate Period, the holders of the Series D Preferred Shares shall be entitled to receive and the Corporation shall pay, as and when declared by the board of directors of the Corporation, out of the moneys of the Corporation properly applicable to the payment of dividends, cumulative preferential cash dividends, payable on each Dividend Payment Date, in the amount per share determined by multiplying the Floating Quarterly Dividend Rate for such Quarterly Floating Rate Period by $25.00 and multiplying that product by a fraction, the numerator of which is the actual number of days in such Quarterly Floating Rate Period end the denominator of which is 365 or 366, depending on the actual number of days in the applicable year.

If a dividend has been declared for a Quarter and a date is fixed for a Liquidation, redemption or conversion that is prior to the Dividend Payment Date for such Quarter, a Pro Rated Dividend shall be payable on the date fixed for such.  Liquidation, redemption or conversion instead of the dividend declared, but if such Liquidation, redemption or conversion does not occur, then the full amount of the dividend declared shall be payable on the originally scheduled Dividend Payment Date.

If the dividend payable on any Dividend Payment Date is not paid in full on such date on all of the Series D Preferred Shares then outstanding, such dividend or the unpaid part of it shall be paid on a subsequent date or dates to be determined by the Board of Directors on which the Corporation shall have sufficient moneys properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the dividend.

Cheques of the Corporation payable in lawful money of Canada at par at any branch of the Corporation’s bankers in Canada may be issued in respect of the dividends (less any tax required to be deducted) and payment of the cheques shall satisfy such dividends, or payments in respect of dividends may be made in any other manner determined by the Corporation.

The holders of the Series D Preferred Shares shall not be entitled to any dividend other than as specified in this paragraph (2).

through the facilities of any stock exchange on which the Series D Preferred Shares are listed,

by invitation for tenders addressed to all the holders of record of the Series D Preferred Shares outstanding, or

Subject to the provisions of paragraph (9), the Corporation, upon giving notice as herein provided, may redeem all or any part of the Series D Preferred Shares by the payment of an amount in cash for each share to be redeemed equal to:

$25.00 in the case of a redemption on a Series D Conversion Date on or after June 30, 2022, or

In any case of redemption of Series D Preferred Shares under the provisions of this paragraph (4), the Corporation shall, at least 30 days and not more than 60 days before the date specified for redemption, mail to each person who at the date of mailing is a registered holder of Series D Preferred Shares to be redeemed a written notice of the intention of the Corporation to redeem such Series D Preferred Shares.  Such notice shall be mailed in a prepaid letter addressed to each such holder at the holder’s address as it appears on the books of the Corporation or, in the event of the address of any such holder riot so appearing, to the last known address of such holder; provided, however, that accidental failure to give any such notice to one or more of such holders shall not affect the validity of such redemption.  Such notice shall set out the cash redemption price and the date on which redemption is to take place and, if part only of the Series D Preferred Shares held by the person to whom it is addressed is to be redeemed, the number so to be redeemed an or after the date so specified for redemption the Corporation shall pay or cause to be paid to or to the order of the registered holders of the Series D Preferred Shares to be redeemed the cash redemption price on presentation and surrender at the head office of the Corporation or any other place designated in such notice of the certificates for the Series D Preferred Shares called for redemption, subject to the provisions of paragraph (14).  Such payment shall be made by cheque payable at par at any branch of the Corporation’s bankers in Canada.  Such Series D Preferred Shares shall then be and be deemed to be redeemed and shall be restored to the status of authorized but unissued shares.  If a part only of the shares represented by any certificate shall be redeemed, a new certificate for the balance shall be issued at the expense of the Corporation.  From and after the date specified in any such notice, the Series D Preferred Shares called for redemption shall cease to be entitled to dividends and the holders shall not be entitled to exercise any of the rights of holders in respect thereof unless payment of the cash redemption price shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected. The Corporation shall have the right, at any time after the mailing of notice of its intention to redeem any Series D Preferred Shares, to deposit the cash redemption price of the shares so called for redemption, or of such of the shares represented by certificates that have not at the date of such deposit been surrendered by the holders in connection with such redemption, to a special account in any chartered bank or any trust company in Canada named in such notice, to be paid without interest to or to the order of the respective holders of such Series D Preferred Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing such shares.  Upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Series D Preferred Shares in respect of which such deposit shall have been made shall then be and be deemed to be redeemed and shall be restored to the status of authorized but unissued shares arid the rights of the holders after such deposit or such redemption date shall be limited to receiving without interest their proportionate part of the total cash redemption price so deposited against presentation and surrender of the certificates held by them respectively.  Any interest allowed on any such deposit shall belong to the Corporation and any unclaimed funds remaining on deposit on the sixth anniversary date of the redemption shall be returned to the Corporation.  Subject to such provisions of the Canada Business Corporations Act as may be applicable, in case a part only of the then

The Series D Preferred Shares shall not be convertible prior to June 30, 2022.  Holders of Series D Preferred Shares shall have the right to convert on each Series D Conversion Date, subject to the provisions hereof, all or any of their Series D Preferred Shares into Series C Preferred Shares on the basis of one Series C Preferred Share for each Series D Preferred Share.  The Corporation shall, not more than 60 days and not less than 30 days prior to the applicable Series D Conversion Date, give notice in writing in accordance with the provisions in subparagraph 2(b) to the then registered holders of the Series D Preferred Shares of the conversion right provided for in this paragraph (5), which notice shall set out the Series D Conversion Date and instructions to such holders as to the method by which such conversion right may be exercised.  On the 30^th day prior to each Series D Conversion Date, the Corporation shall give notice in writing to the then registered holders of the Series D Preferred Shares of the Annual Fixed Dividend Rate for the Series C Preferred Shares for the next succeeding Subsequent Fixed Rate Period and the Floating Quarterly Dividend Rate for the Series D Preferred Shares for the next succeeding Quarterly Floating Rate Period.  Such notice shall be delivered in accordance with the provisions of subparagraph (2)(b).

If the Corporation gives notice as provided in paragraph (4) to the holders of the Series D Preferred Shares of the redemption of all of the Series D Preferred Shares, then the right of a holder of Series ID Preferred Shares to convert such Series D Preferred Shares shall terminate effective on the date of such notice and the Corporation shall not be required to give the notice specified in subparagraph (a) of this paragraph (5).

Holders of Series D Preferred Shares shall not be entitled to convert their shares into Series C Preferred Shares if the Corporation determines that there would remain outstanding on a Series D Conversion Date less than 1,000,000 Series C Preferred Shares, after having taken into account all Series D Preferred Shares tendered for conversion into Series C Preferred Shares and all Series C Preferred Shares tendered for conversion into Series D Preferred Shares, and the Corporation shall give notice in writing thereof in accordance with the provisions of subparagraph (2)(b) to all affected registered holders of the Series Preferred Shares at least seven days prior to the applicable Series Conversion Date and shall issue and deliver, or cause to be delivered, prior to such Series D Conversion Date, at the expense of the Corporation, to such holders of Series D Preferred Shares who have surrendered for conversion any certificate or certificates representing Series Q Preferred Shares, certificates representing the Series U Preferred Shares represented by any certificate or certificates so surrendered.

The conversion right may be exercised by a holder of Series D Preferred Shares by notice in writing, in a form satisfactory to the Corporation (the “Series D Conversion Notice”), which notice must be received by the transfer agent and registrar for the Series D Preferred Shares at the principal office in Toronto or Calgary of such transfer agent and registrar not earlier than the 30th clay prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day preceding, a Series D Conversion Date.  The Series D Conversion Notice shall indicate the number of Series D Preferred Shares to be converted.  Once received by the transfer agent and registrar on behalf of the Corporation, the election of a holder to convert is irrevocable.  Except in the case where the Series C Preferred Shares are in the Book‑Based System, if the Series C Preferred Shares are to be registered in a name or names different from the name or names of the registered holder of the Series D Preferred Shares to be converted, the Series D Conversion Notice shall contain written notice in form and execution satisfactory to such transfer agent and registrar directing the Corporation to register the Series C Preferred Shares in some other name or names (the “Series D Transferee”) and stating the name or names (with addresses) and a written declaration, if required by the Corporation or by applicable law, as to the residence and share ownership status of the Series D Transferee and such other matters as may be required by such law in order to determine the entitlement of such Series D Transferee to hold such Series C Preferred Shares.

If all remaining outstanding Series D Preferred Shares are to be converted into Series C Preferred Shares on the applicable Series D Conversion Date as provided for in subparagraph (d) of this paragraph (5), the Series D Preferred Shares that holders have not previously elected to convert shall be converted on the Series D Conversion Date into Series C Preferred Shares and the holders thereof shall be deemed to be holders of Series C Preferred Shares at 5:00 p.m. (Toronto time) on the Series D Conversion Date and shall be entitled, upon surrender during regular business hours at the principal office in Toronto or Calgary of the transfer agent and registrar of the Corporation of the certificate or certificates representing Series D Preferred Shares not previously surrendered for conversion, to receive a certificate or certificates representing the same number of Series C Preferred Shares in the manner and subject to the provisions of this paragraph (5) and paragraph (14).

Subject to subparagraph (h) of this paragraph (5) and paragraph (14), as promptly as practicable after the Series D Conversion Date the Corporation shall deliver or cause to be delivered certificates representing the Series C Preferred Shares registered in the name of the holders of the Series D Preferred Shares to be converted, or as such holders shall have directed, on presentation and

the issuing of such Series C Preferred Shares is prohibited pursuant to any agreement or arrangement entered into by the Corporation to assure its solvency or continued operation;

the issuing of such Series C Preferred Shares is prohibited by law or by any regulatory or other authority having jurisdiction over the Corporation that is acting in conformity with law; or

for any reason beyond its control, the Corporation is unable to issue Series C Preferred Shares or is unable to deliver Series C Preferred Shares.

The Corporation reserves the right not to deliver Series C Preferred Shares to any person that the Corporation or its transfer agent and registrar has reason to believe is a person whose address is in, or that the Corporation or its transfer agent and registrar has reason to believe is a resident of any jurisdiction outside Canada if such delivery would require the Corporation to take any action to comply with the securities laws of such jurisdiction.  In those circumstances, the Corporation shall hold, as agent of any such person, all or the relevant number of Series C Preferred Shares, and the Corporation shall attempt to sell such Series C Preferred Shares to parties other than the Corporation and its affiliates on behalf of any such person.  Such sales (if any) shall be made at such times and at such prices as the Corporation, in its sole discretion, may determine.  The Corporation shall not be subject to any liability for failure to sell Series C Preferred Shares on behalf of any such person at all or at any particular price or on any particular day.  The net proceeds received by the Corporation from the sale of any such Series C Preferred Shares shall be delivered to any such person, after deducting the costs of sale, by cheque or in any other manner determined by the Corporation.

declare, pay or set apart for payment any dividends (other than stock dividends in shares of the Corporation ranking junior to the Series D Preferred Shares) on the Common Shares or any other shares of the Corporation ranking junior to the Series D Preferred Shares with respect to payment of dividends; or

call for redemption of, purchase, reduce the stated capital maintained by the Corporation or otherwise pay for any shares of the Corporation ranking junior to the Series D Preferred Shares with respect to repayment of capital or with respect to payment of dividends;

Subject to the provisions of subparagraphs (b) and (c) of this paragraph (14) and notwithstanding the provisions of paragraphs (1) through (13) of these share provisions, the Series D Preferred Shares shall be evidenced by a single fully registered Global Certificate representing the aggregate number of Series D Preferred Shares issued by the Corporation which shall be hold by, or on behalf of, the System Operator as custodian of the Global Certificate for the Participants and registered in the name of “CDS & Co.” (or in such other name as the System Operator may use from time to time as its nominee for purposes of the Book-Based System), and registrations of ownership, transfers, surrenders and conversions of Series D Preferred Shares shall be made only through the Book-Based System. Accordingly, subject to subparagraph (c) of this paragraph (14), no beneficial holder of Series D Preferred Shares shall receive a certificate or other instrument from the Corporation or the System Operator evidencing such holder’s ownership thereof, and no such holder shall be shown on the records maintained by the System Operator except through a book-entry account of a Participant acting on behalf of such holder.

Notwithstanding the provisions of paragraphs (1) through (13), so long as the System Operator is the registered holder of the Series D Preferred Shares:

the System Operator shall be considered the sole owner of the Series D Preferred Shares for the purposes of receiving notices or payments on or in respect of the Series D Preferred Shares or the delivery of Series C Preferred Shares and certificates therefor upon the exercise of rights of conversion; and

the Corporation, pursuant to the exercise of rights of redemption or conversion, shall deliver or cause to be delivered to the System Operator, for the benefit of the beneficial holders of the Series Preferred Shares, the cash redemption price for the Series D Preferred Shares or certificates for Series C Preferred Shares against delivery to the Corporation’s account with the System Operator of such holders’ Series D Preferred Shares.

If the Corporation determines that the System Operator is no longer willing or able to discharge properly its responsibilities with respect to the Book-Based System and the Corporation is unable to locate a qualified successor or the Corporation elects, or is required by applicable law, to withdraw the Series Preferred Shares from the Book-Based System, then subparagraphs (a) and (b) of this paragraph (14) shall no longer be applicable to the Series D Preferred