Common use of RECIPROCAL CHANGES, ETC Clause in Contracts

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE COMMON SHARES SECTION 10.1 In the event IPC Delaware takes any of the following actions: (a) issues or distributes IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Shares) to the holders of all or substantially all of the then-outstanding IPC Delaware Common Shares by way of stock dividend or other distribution, other than an issue of IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Shares) to holders of IPC Delaware Common Shares who exercise an option to receive dividends in IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Shares) in lieu of receiving cash dividends; or (b) issues or distributes rights, options or warrants to the holders of all or substantially all of the then-outstanding IPC Delaware Common Shares entitling them to subscribe for or to purchase IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Shares); or (c) issues or distributes to the holders of all or substantially all of the then-outstanding IPC Delaware Common Shares, (i) shares or securities of IPC Delaware of any class other than IPC Delaware Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware Common Shares), (ii) rights, options or warrants other than those referred to in Section 10.1(a) above, (iii) evidences of indebtedness of IPC Delaware, or (iv) assets of IPC Delaware, the Company will ensure that the Economic Equivalent on a per share basis of such rights, options, securities, shares, evidence of indebtedness or other assets shall be issued or distributed, in accordance with applicable law simultaneously to the holders of Exchangeable Shares. SECTION 10.2 In the event IPC Delaware takes any of the following actions: (a) subdivides, redivides or changes the then-outstanding IPC Delaware Common Shares into a greater number of IPC Delaware Common Shares; or (b) reduces, combines, consolidates or changes the then-outstanding IPC Delaware Common Shares into a lesser number of IPC Delaware Common Shares; or (c) reclassifies or otherwise changes any of the terms and conditions of the IPC Delaware Common Shares, or effects an amalgamation, merger, reorganization or other transaction affecting IPC Delaware Common Shares, the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that the same or an Economically Equivalent change shall simultaneously be made to, or in the rights of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required Economic Equivalent with respect to the IPC Delaware Common Shares and Exchangeable Shares as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof.

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE COMMON ROCKFORD SHARES SECTION 10.1 In the event IPC Delaware takes any of the following actions: (a) issues Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that Rockford will not, except as provided in the Support Agreement, without the prior approval of Subco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 12(b): (i) issue or distributes IPC Delaware Common distribute Rockford Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Rockford Shares) to the holders of all or substantially all of the then-then outstanding IPC Delaware Common Rockford Shares by way of stock dividend or other distribution, other than an issue of IPC Delaware Common Rockford Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Rockford Shares) to holders of IPC Delaware Common Rockford Shares (i) who exercise an option to receive dividends in IPC Delaware Common Rockford Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Rockford Shares) in lieu of receiving cash dividends; ordividends or (ii) pursuant to any dividend reinvestment plan or similar arrangement; (bii) issues issue or distributes distribute rights, options or warrants to the holders of all or substantially all of the then-then outstanding IPC Delaware Common Rockford Shares entitling them to subscribe for or to purchase IPC Delaware Common Rockford Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Rockford Shares); or (ciii) issues issue or distributes distribute to the holders of all or substantially all of the then-then outstanding IPC Delaware Common Rockford Shares, (i) : A. shares or securities of IPC Delaware Rockford of any class other than IPC Delaware Common Rockford Shares (other than shares or securities convertible into or exchangeable for or carrying rights to acquire IPC Delaware Common Rockford Shares), (ii) ; B. rights, options or warrants other than those referred to in Section 10.1(a) above, (iii) evidences 13(a)(ii); C. evidence of indebtedness of IPC Delaware, or (iv) Rockford; or D. assets of IPC Delaware, Rockford; (A) Subco is permitted under applicable laws to issue or distribute the Company will ensure that the Economic Equivalent economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidence evidences of indebtedness or other assets shall be issued or distributed, in accordance with applicable law simultaneously to the holders of the Exchangeable Shares and (B) Subco shall issue or distribute the economic equivalent of such rights, options, warrants, securities, shares evidences of indebtedness or other assets simultaneously to holders of the Exchangeable Shares; provided, however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Rockford in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Share Exchange Agreement. SECTION 10.2 In (b) Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes Support Agreement further provides, in part, that for so long as any Exchangeable Shares not owned by Rockford or its affiliates are outstanding, Rockford will not without the prior approval of Subco and the prior approval of the following actions:holders of the Exchangeable Shares given in accordance with Section 12(b): (ai) subdividessubdivide, redivides redivide or changes change the then-then outstanding IPC Delaware Common Rockford Shares into a greater number of IPC Delaware Common Rockford Shares; or; (bii) reducesreduce, combinescombine, consolidates consolidate or changes change the then-then outstanding IPC Delaware Common Rockford Shares into a lesser number of IPC Delaware Common Rockford Shares; or (ciii) reclassifies reclassify or otherwise changes any of change the terms and conditions of the IPC Delaware Common Shares, Rockford Shares or effects effect an amalgamation, merger, reorganization or other transaction affecting IPC Delaware Common the Rockford Shares, the Company will provide at least 7 days prior written notice thereof unless (A) Subco is permitted under applicable laws to the Holders and take all steps necessary to ensure that make the same or an Economically Equivalent economically equivalent change shall to, or in the rights of holders of, the Exchangeable Shares and (B) the same or an economically equivalent change is made simultaneously be made to, or in the rights of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof. The Company willholders of, to the extent required, upon due notice from IPC Delaware, take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Exchangeable Shares; provided, however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Rockford in order to implement give effect to and to consummate the transactions contemplated by, and in accordance with the Share Exchange Agreement. The Support Agreement further provides, in part, that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with Section 12(a). (c) Notwithstanding the foregoing provisions of this Section 13, in the event of a Rockford Control Transaction: (i) in which Rockford merges or amalgamates with, or in which all or substantially all of the then outstanding Rockford Shares are acquired by one or more other corporations to which Rockford is, immediately before such merger, amalgamation or acquisition, related within the meaning of the Income Tax Act (Canada) (otherwise than virtue of a right referred to in paragraph 251(5)(b) thereof); (ii) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of such term in Section 1(a); and (iii) in which all or substantially all of the then outstanding Rockford Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) of another corporation (the “Other Corporation”) that, immediately after such Rockford Control Transaction, owns or controls, directly or indirectly, Rockford; then all references herein to “Rockford” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Rockford Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments, if any, as are required Economic Equivalent with respect to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of shares pursuant to these Exchangeable Share Provisions or the exchange of shares pursuant to the IPC Delaware Common Voting and Exchange Trust Agreement immediately subsequent to the Rockford Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, option or retraction of such shares pursuant to these Exchangeable Share Provisions or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Rockford Control Transaction and the Rockford Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and Exchangeable Shares as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereofwithout any further action required.

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE PARENT COMMON SHARES SECTION 10.1 In 12.1 Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes any Support Agreement provides, in part, that Apta will not without the prior approval of the following actionsCorporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions: (a) issues issue or distributes IPC Delaware distribute Apta Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Apta Common Shares) to the holders of all or substantially all of the then-then outstanding IPC Delaware Apta Common Shares by way of stock dividend or other distribution, other than an issue of IPC Delaware Apta Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Apta Common Shares) to holders of IPC Delaware Apta Common Shares who exercise an option to receive dividends in IPC Delaware Apta Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Apta Common Shares) in lieu of receiving cash dividends; or; (b) issues issue or distributes distribute rights, options or warrants to the holders of all or substantially all of the then-then outstanding IPC Delaware Apta Common Shares entitling them to subscribe for or to purchase IPC Delaware Apta Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Apta Common Shares); or (c) issues issue or distributes distribute to the holders of all or substantially all of the then-then outstanding IPC Delaware Apta Common Shares, : (i) shares or securities of IPC Delaware Apta of any class other than IPC Delaware Apta Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware Apta Common Shares), ; (ii) rights, options or warrants other than those referred to in Section 10.1(asection 12.1 (b) above, ; (iii) evidences of indebtedness of IPC Delaware, or Apta; or (iv) assets of IPC DelawareApta, unless the Company will ensure that the Economic Equivalent economic equivalent on a per share basis of such rights, options, securities, shares, evidence evidences of indebtedness or other assets shall be is issued or distributed, in accordance with applicable law distributed simultaneously to the holders of the Exchangeable Shares. SECTION 10.2 In 12.2 Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes any Support Agreement further provides, in part, that Apta will not without the prior approval of the following actionsCorporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions: (a) subdividessubdivide, redivides redivide or changes change the then-then outstanding IPC Delaware Apta Common Shares into a greater number of IPC Delaware Apta Common Shares; or; (b) reducesreduce, combinescombine, consolidates consolidate or changes change the then-then outstanding IPC Delaware Apta Common Shares into a lesser number of IPC Delaware Apta Common Shares; or (c) reclassifies reclassify or otherwise changes any of change the terms and conditions of the IPC Delaware Apta Common Shares, Shares or effects effect an amalgamation, merger, reorganization or other transaction affecting IPC Delaware the Apta Common Shares, the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that unless the same or an Economically Equivalent economically equivalent change shall simultaneously be made to, or in in, the rights of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, take or cause to be taken such steps as may be necessary for the purposes holders of ensuring that appropriate dividends are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Exchangeable Shares. 12.3 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in order to implement part, that the required Economic Equivalent with respect to aforesaid provisions of the IPC Delaware Common Shares and Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares as provided for given in accordance with section 11.2 of these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereofShare Provisions.

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE USX-MARATHON COMMON SHARESSTOCK SECTION 10.1 In the event IPC Delaware takes If USX causes any of the following actionsevents to occur: (a) issues issue or distributes IPC Delaware distribute USX-Marathon Common Shares Stock (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware USX-Marathon Common SharesStock) to the holders of all or substantially all of the thenthen outstanding USX-outstanding IPC Delaware Marathon Common Shares Stock by way of stock dividend or other distribution, distribution other than an issue of IPC Delaware USX-Marathon Common Shares Stock (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware USX-Marathon Common SharesStock) to holders of IPC Delaware USX-Marathon Common Shares Stock who exercise an option to receive dividends in IPC Delaware USX-Marathon Common Shares Stock (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware USX-Marathon Common SharesStock) in lieu of receiving cash dividends; or (b) issues issue or distributes distribute rights, options or warrants to the holders of all or substantially all of the thenthen outstanding USX-outstanding IPC Delaware Marathon Common Shares Stock entitling them to subscribe for or to purchase IPC Delaware shares of USX-Marathon Common Shares Stock (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware shares of USX-Marathon Common SharesStock); or (c) issues issue or distributes distribute to the holders of all or substantially all of the thenthen outstanding shares of USX-outstanding IPC Delaware Marathon Common Shares, Stock (i) shares or securities of IPC Delaware USX of any class other than IPC Delaware USX-Marathon Common Shares Stock (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware USX-Marathon Common SharesStock), (ii) rights, options or warrants other than those referred to in Section 10.1(a10.l(b) above, (iii) evidences of indebtedness of IPC Delaware, USX or (iv) assets of IPC DelawareUSX (except as provided in Section 10.3 of these share provisions); then, if the Corporation is permitted under applicable law, the Company will ensure that Corporation shall issue or distribute the Economic Equivalent economic equivalent on a per share basis of such rights, options, securities, shares, evidence evidences of indebtedness or other assets simultaneously to holders of the Exchangeable Shares. In the event that the Corporation is not so permitted under applicable law, then the dividend entitlement described in Section 3.1 of these share provisions and the Exchangeable Share Price shall be issued or distributed, subject to adjustment from time to time upon the occurrence of any such event in accordance with applicable law simultaneously the manner determined by the Board of Directors in their sole discretion to not be prejudicial to the interests of the holders of Exchangeable Shares. Such adjustment shall increase or decrease the dividend entitlement and the Exchangeable Share Price, as the case may be, so as to maintain the equivalent entitlement as was available to holders of Exchangeable Shares prior to occurrence of such event. SECTION 10.2 In the event IPC Delaware takes If USX shall cause any of the following actionsevents to occur: (a) subdividessubdivide, redivides redivide or changes change the thenthen outstanding shares of USX-outstanding IPC Delaware Marathon Common Shares Stock into a greater number of IPC Delaware shares of USX-Marathon Common SharesStock; or (b) reducesreduce, combines, consolidates combine or changes consolidate or change the thenthen outstanding shares of USX-outstanding IPC Delaware Marathon Common Shares Stock into a lesser number of IPC Delaware shares of USX-Marathon Common SharesStock; or (c) reclassifies reclassify or otherwise changes any change the shares of the terms and conditions of the IPC Delaware USX-Marathon Common Shares, Stock or effects effect an amalgamation, merger, reorganization or other transaction affecting IPC Delaware the shares of USX-Marathon Common Shares, Stock; then the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that the same or an Economically Equivalent change shall simultaneously be made to, or dividend entitlement described in the rights Section 3.1 of the Holders as provided for in these share provisions and will submit same the Exchangeable Share Price shall be subject to adjustment from time to time upon the Holders for their approval occurrence of any such event in the manner provided in Article 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required Economic Equivalent with respect to the IPC Delaware Common Shares and Exchangeable Shares as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof.as

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE DUKE ENERGY COMMON SHARES SECTION 10.1 In 11.1 Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes any Support Agreement provides, in part, that Duke Energy will not, without the prior approval of the following actionsCompany and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of these share provisions: (a) issues issue or distributes IPC Delaware distribute Duke Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Duke Energy Common Shares) to the holders of all or substantially all of the then-then outstanding IPC Delaware Duke Energy Common Shares by way of stock dividend or other distribution, other than an issue of IPC Delaware Duke Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Duke Energy Common Shares) to holders of IPC Delaware Duke Energy Common Shares who (i) exercise an option to receive dividends in IPC Delaware Duke Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Duke Energy Common Shares) in lieu of receiving cash dividends; or, or (ii) pursuant to any dividend reinvestment plan or scrip dividend; (b) issues issue or distributes distribute rights, options or warrants to the holders of all or substantially all of the then-then outstanding IPC Delaware Duke Energy Common Shares entitling them to subscribe for or to purchase IPC Delaware Duke Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Duke Energy Common Shares); or (c) issues issue or distributes distribute to the holders of all or substantially all of the then-then outstanding IPC Delaware Duke Energy Common Shares, : (i) shares or securities of IPC Delaware Duke Energy of any class other than IPC Delaware Duke Energy Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware Duke Energy Common Shares), ; (ii) rights, options or warrants other than those referred to in Section 10.1(a11.1(b) above, ; (iii) evidences of indebtedness of IPC Delaware, or Duke Energy; or (iv) assets of IPC DelawareDuke Energy, unless the Company will ensure that the Economic Equivalent economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidence evidences of indebtedness or other assets shall be is issued or distributed, in accordance with applicable law distributed simultaneously to the holders of the Exchangeable Shares. SECTION 10.2 In 11.2 Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes any Support Agreement further provides, in part, that Duke Energy will not without the prior approval of the following actionsCompany and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2: (a) subdividessubdivide, redivides redivide or changes change the then-then outstanding IPC Delaware Duke Energy Common Shares into a greater number of IPC Delaware Duke Energy Common Shares; or; (b) reducesreduce, combinescombine, consolidates consolidate or changes change the then-then outstanding IPC Delaware Duke Energy Common Shares into a lesser number of IPC Delaware Duke Energy Common Shares; or (c) reclassifies reclassify or otherwise changes any of change the terms and conditions of the IPC Delaware Duke Energy Common Shares, Shares or effects effect an amalgamation, merger, reorganization or other transaction affecting IPC Delaware the Duke Energy Common Shares, the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that unless the same or an Economically Equivalent economically equivalent change shall simultaneously be made to, or in the rights of the Holders as provided for in these share provisions holders of, the Exchangeable Shares and will submit same to the Holders for their approval in the manner provided in Article 9 hereofsuch change is permitted under applicable law. The Company willSupport Agreement further provides, to in part, that the extent required, upon due notice from IPC Delaware, take or cause to aforesaid provisions of the Support Agreement shall not be taken such steps as may be necessary for changed without the purposes approval of ensuring that appropriate dividends are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to holders of the Exchangeable Shares, Shares given in order to implement the required Economic Equivalent accordance with respect to the IPC Delaware Common Shares and Exchangeable Shares as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereofSection 10.2.

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE COMMON AMVESCAP ORDINARY SHARES SECTION 10.1 In (1) Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by AMVESCAP or its affiliates are outstanding, AMVESCAP will not without the prior approval of the following actionsCorporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 10(2) of these share provisions: (a) issues issue or distributes IPC Delaware Common distribute AMVESCAP Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common AMVESCAP Ordinary Shares) to the holders of all or substantially all of the then-then outstanding IPC Delaware Common AMVESCAP Ordinary Shares by way of stock dividend or other distribution, other than an issue of IPC Delaware Common AMVESCAP Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common AMVESCAP Ordinary Shares) to holders of IPC Delaware Common AMVESCAP Ordinary Shares (i) who exercise an option to receive dividends in IPC Delaware Common AMVESCAP Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common AMVESCAP Ordinary Shares) in lieu of receiving cash dividends; or, or (ii) pursuant to any dividend reinvestment plan or scrip dividend; (b) issues issue or distributes distribute rights, options or warrants to the holders of all or substantially all of the then-then outstanding IPC Delaware Common AMVESCAP Ordinary Shares entitling them to subscribe for or to purchase IPC Delaware Common AMVESCAP Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common AMVESCAP Ordinary Shares); or (c) issues issue or distributes distribute to the holders of all or substantially all of the then-then outstanding IPC Delaware Common AMVESCAP Ordinary Shares, : (i) shares or securities of IPC Delaware AMVESCAP of any class other than IPC Delaware Common AMVESCAP Ordinary Shares (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware Common AMVESCAP Ordinary Shares), ; (ii) rights, options or warrants other than those referred to in Section 10.1(asection 11(1)(b) above, ; (iii) evidences of indebtedness of IPC Delaware, or AMVESCAP; or (iv) assets of IPC DelawareAMVESCAP, unless the Company will ensure that the Economic Equivalent economic equivalent on a per share basis of such rights, options, securities, shares, evidence evidences of indebtedness or other assets shall be is issued or distributeddistributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by AMVESCAP in order to give effect to and consummate the transactions contemplated by, and in accordance with, the Merger Agreement. (2) Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that so long as any Exchangeable Shares not owned by AMVESCAP or its affiliates are outstanding, AMVESCAP will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with applicable law simultaneously to the holders section 10(2) of Exchangeable Shares. SECTION 10.2 In the event IPC Delaware takes any of the following actionsthese share provisions: (a) subdividessubdivide, redivides redivide or changes change the then-then outstanding IPC Delaware Common AMVESCAP Ordinary Shares into a greater number of IPC Delaware Common AMVESCAP Ordinary Shares; or; (b) reducesreduce, combinescombine, consolidates consolidate or changes change the then-then outstanding IPC Delaware Common AMVESCAP Ordinary Shares into a lesser number of IPC Delaware Common AMVESCAP Ordinary Shares; or (c) reclassifies reclassify or otherwise changes any of change the terms and conditions of the IPC Delaware Common Shares, AMVESCAP Ordinary Shares or effects effect an amalgamation, merger, reorganization or other transaction affecting IPC Delaware Common the AMVESCAP Ordinary Shares, the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that 103 unless the same or an Economically Equivalent economically equivalent change shall simultaneously be made to, or in in, the rights of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, take or cause to be taken such steps as may be necessary for the purposes holders of ensuring that appropriate dividends are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Exchangeable Shares. The Support Agreement further provides, in order to implement part, that the required Economic Equivalent with respect to aforesaid provisions of the IPC Delaware Common Shares and Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares as provided for given in accordance with section 10(2) of these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereofprovisions.

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE PARENT COMMON SHARES SECTION 10.1 In 12.1 Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes any Support Agreement provides that WACI will not without the prior approval of the following actionsCorporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions: (a) issues issue or distributes IPC Delaware distribute WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware WACI Common Shares) to the holders of all or substantially all of the then-then outstanding IPC Delaware WACI Common Shares by way of stock dividend or other distribution, other than an issue of IPC Delaware WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware WACI Common Shares) to holders of IPC Delaware WACI Common Shares who exercise an option to receive dividends in IPC Delaware WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware WACI Common Shares) in lieu of receiving cash dividends; or; (b) issues issue or distributes distribute rights, options or warrants to the holders of all or substantially all of the then-then outstanding IPC Delaware WACI Common Shares entitling them to subscribe for or to purchase IPC Delaware WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware WACI Common Shares); or (c) issues issue or distributes distribute to the holders of all or substantially all of the then-then outstanding IPC Delaware WACI Common Shares, : (i) shares or securities of IPC Delaware WACI of any class other than IPC Delaware WACI Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware WACI Common Shares), ; (ii) rights, options or warrants other than those referred to in Section 10.1(asection 12.1(b) above, ; (iii) evidences of indebtedness of IPC Delaware, or WACI; or (iv) assets of IPC DelawareWACI, unless (a) WACI is permitted under applicable law to issue or distribute the Company will ensure that the Economic Equivalent economic equivalent on a per share basis of such rights, options, securities, shares, evidence evidences of indebtedness or other assets to holders of the Exchangeable Shares in which any and all such cases, such rights, options, securities, shares, evidences of indebtedness or other assets shall be disbursed by WACI to the Agent; and (b) the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed, distributed substantially simultaneously by the Agent to holders of the Exchangeable Shares. Support Agreement 12.2 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides that WACI will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with applicable law simultaneously to the holders section 11.2 of Exchangeable Shares. SECTION 10.2 In the event IPC Delaware takes any of the following actionsthese Share Provisions: (a) subdividessubdivide, redivides redivide or changes change the then-then outstanding IPC Delaware WACI Common Shares into a greater number of IPC Delaware WACI Common Shares; or; (b) reducesreduce, combinescombine, consolidates consolidate or changes change the then-then outstanding IPC Delaware WACI Common Shares into a lesser number of IPC Delaware WACI Common Shares; or (c) reclassifies reclassify or otherwise changes any of change the terms and conditions of the IPC Delaware WACI Common Shares, Shares or effects effect an amalgamation, merger, reorganization or other transaction affecting IPC Delaware the WACI Common Shares, unless (a) WACI is permitted under applicable law to issue or distribute the Company will provide at least 7 days prior written notice thereof economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets to holders of the Exchangeable Shares in which any and all such cases such rights, options, securities, shares, evidences of indebtedness or other assets shall be disbursed by WACI to the Holders Agent; and take all steps necessary to ensure that (b) the same or an Economically Equivalent change shall simultaneously be made toeconomic equivalent on a per share basis of such rights, or in the rights options, securities, shares, evidences of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid indebtedness or other distributions are made assets is issued or distributed substantially simultaneously by the Company, or subdivisions, redivisions or changes are made Agent to holders of the Exchangeable Shares, in order to implement . 12.3 Each holder of an Exchangeable Share acknowledges that the required Economic Equivalent with respect to Support Agreement further provides that the IPC Delaware Common Shares and aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares as provided for given in accordance with section 11.2 of these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereofShare Provisions.

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE SHARES OF SPINCO COMMON SHARESSTOCK SECTION 10.1 In 5.11.1 Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by Spinco or its subsidiaries are outstanding, and other than as provided in the Support Agreement, Spinco will not without the prior approval of the following actionsCorporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 5.10.2 of these share provisions: (a) issues issue or distributes IPC Delaware distribute shares of Spinco Common Shares Stock (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware shares of Spinco Common SharesStock) to the holders of all or substantially all of the then-then outstanding IPC Delaware shares of Spinco Common Shares Stock by way of stock dividend or other a distribution, other than an issue of IPC Delaware shares of Spinco Common Shares Stock (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware shares of Spinco Common SharesStock) to holders of IPC Delaware shares of Spinco Common Shares Stock who exercise an option to receive dividends in IPC Delaware shares of Spinco Common Shares Stock (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware shares of Spinco Common SharesStock) in lieu of receiving cash dividends; or (b) issues issue or distributes distribute rights, options or warrants to the holders of all or substantially all of the then-then outstanding IPC Delaware shares of Spinco Common Shares Stock entitling them to subscribe for or to purchase IPC Delaware shares of Spinco Common Shares Stock (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware shares of Spinco Common SharesStock); or (c) issues issue or distributes distribute to the holders of all or substantially all of the then-then outstanding IPC Delaware shares of Spinco Common Shares, Stock: (i) shares or securities of IPC Delaware Spinco of any class other than IPC Delaware shares of Spinco Common Shares Stock (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware shares of Spinco Common SharesStock), ; (ii) rights, options or warrants other than those referred to in Section 10.1(asection 5.11.1(b) above, ; (iii) evidences of indebtedness of IPC Delaware, or Spinco; or (iv) assets of IPC DelawareSpinco, (each such event, a “Distribution”), unless the Company will ensure that same or the Economic Equivalent economic equivalent on a per share basis of such rights, options, securities, shares, evidence evidences of indebtedness or other assets shall be is issued or distributed, in accordance with applicable law distributed simultaneously to the holders of the Exchangeable Shares. SECTION 10.2 In 5.11.2 Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes any Support Agreement further provides, in part, that Spinco will not without the prior approval of the following actionsCorporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 5.10.2 of these share provisions: (a) subdividessubdivide, redivides redivide or changes change the then-then outstanding IPC Delaware shares of Spinco Common Shares Stock into a greater number of IPC Delaware shares of Spinco Common Shares; orStock; (b) reducesreduce, combinescombine, consolidates consolidate or changes change the then-then outstanding IPC Delaware shares of Spinco Common Shares Stock into a lesser number of IPC Delaware shares of Spinco Common SharesStock; or (c) reclassifies reclassify or otherwise changes any change the shares of the terms and conditions of the IPC Delaware Spinco Common Shares, Stock or effects effect an amalgamation, merger, reorganization or other transaction affecting IPC Delaware the shares of Spinco Common SharesStock, the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that (each such event, a “Change”), unless the same or an Economically Equivalent economically equivalent change shall simultaneously be made to, or in in, the rights of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, take or cause to be taken such steps as may be necessary for the purposes holders of ensuring that appropriate dividends are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Exchangeable Shares. The Support Agreement further provides, in order to implement part, that the required Economic Equivalent with respect to aforesaid provisions of the IPC Delaware Common Shares and Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares as provided for given in accordance with section 5.10.2 of these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereofprovisions.

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE PARENT COMMON SHARES SECTION 10.1 In 12.1 Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes any Support Agreement provides that WACI will not without the prior approval of the following actionsCorporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions: (a) issues issue or distributes IPC Delaware distribute WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware WACI Common Shares) to the holders of all or substantially all of the then-then outstanding IPC Delaware WACI Common Shares by way of stock dividend or other distribution, other than an issue of IPC Delaware WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware WACI Common Shares) to holders of IPC Delaware WACI Common Shares who exercise an option to receive dividends in IPC Delaware WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware WACI Common Shares) in lieu of receiving cash dividends; or; (b) issues issue or distributes distribute rights, options or warrants to the holders of all or substantially all of the then-then outstanding IPC Delaware WACI Common Shares entitling them to subscribe for or to purchase IPC Delaware WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware WACI Common Shares); or (c) issues issue or distributes distribute to the holders of all or substantially all of the then-then outstanding IPC Delaware WACI Common Shares, : (i) shares or securities of IPC Delaware WACI of any class other than IPC Delaware WACI Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware WACI Common Shares), ; (ii) rights, options or warrants other than those referred to in Section 10.1(asection 12.1(b) above, ; (iii) evidences of indebtedness of IPC Delaware, or WACI; or (iv) assets of IPC DelawareWACI, unless the Company will ensure that the Economic Equivalent economic equivalent on a per share basis of such rights, options, securities, shares, evidence evidences of indebtedness or other assets shall be is issued or distributed, in accordance with applicable law distributed simultaneously to the holders of the Exchangeable Shares. SECTION 10.2 In 12.2 Each holder of an Exchangeable Share acknowledges that the event IPC Delaware takes any Support Agreement further provides that WACI will not without the prior approval of the following actionsCorporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions: (a) subdividessubdivide, redivides redivide or changes change the then-then outstanding IPC Delaware WACI Common Shares into a greater number of IPC Delaware WACI Common Shares; or; (b) reducesreduce, combinescombine, consolidates consolidate or changes change the then-then outstanding IPC Delaware WACI Common Shares into a lesser number of IPC Delaware WACI Common Shares; or (c) reclassifies reclassify or otherwise changes any of change the terms and conditions of the IPC Delaware WACI Common Shares, Shares or effects effect an amalgamation, merger, reorganization or other transaction affecting IPC Delaware the WACI Common Shares, the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that unless the same or an Economically Equivalent economically equivalent change shall simultaneously be made to, or in in, the rights of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, take or cause to be taken such steps as may be necessary for the purposes holders of ensuring that appropriate dividends are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement . 12.3 Each holder of an Exchangeable Share acknowledges that the required Economic Equivalent with respect to Support Agreement further provides that the IPC Delaware Common Shares and aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares as provided for given in accordance with section 11.2 of these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereofShare Provisions.

RECIPROCAL CHANGES, ETC. IN RESPECT OF IPC DELAWARE COMMON SHARES SECTION 10.1 In the event IPC Delaware takes any of the following actions: (a) issues or distributes IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Shares) to the holders of all or substantially all of the then-outstanding IPC Delaware Common Shares by way of stock dividend or other distribution, other than an issue of IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Shares) to holders of IPC Delaware Common Shares who exercise an option to receive dividends in IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Shares) in lieu of receiving cash dividends; or (b) issues or distributes rights, options or warrants to the holders of all or substantially all of the then-outstanding IPC Delaware Common Shares entitling them to subscribe for or to purchase IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire IPC Delaware Common Shares); or (c) issues or distributes to the holders of all or substantially all of the then-outstanding IPC Delaware Common Shares, (i) shares or securities of IPC Delaware of any class other than IPC Delaware Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware Common Shares), (ii) rights, options or warrants other than those referred to in Section 10.1(a) above, (iii) evidences of indebtedness of IPC Delaware, or (iv) assets of IPC Delaware, the Company will ensure that the Economic Equivalent on a per share basis of such rights, options, securities, shares, evidence of indebtedness or other assets shall be issued or distributed, in accordance with applicable law simultaneously to the holders of Exchangeable Convertible Voting Shares. SECTION 10.2 In IN the event IPC Delaware takes any of the following actions: (a) subdivides, redivides or changes the then-outstanding IPC Delaware Common Shares into a greater number of IPC Delaware Common Shares; or (b) reduces, combines, consolidates or changes the then-outstanding IPC Delaware Common Shares into a lesser number of IPC Delaware Common Shares; or (c) reclassifies or otherwise changes any of the terms and conditions of the IPC Delaware Common Shares, or effects an amalgamation, merger, reorganization or other transaction affecting IPC Delaware Common Shares, the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that the same or an Economically Equivalent change shall simultaneously be made to, or in the rights of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article ARTICLE 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by the Company, or subdivisions, redivisions or changes are made to the Exchangeable Convertible Voting Shares, in order to implement the required Economic Equivalent with respect to the IPC Delaware Common Shares and Exchangeable Convertible Voting Shares as provided for in these share provisions and will will, submit same to the Holders for their approval in the manner provided in Article ARTICLE 9 hereof.