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CU Inc.

Preferred Shares

Preferred Shares for CU Inc.

In addition to the CU Inc. Preferred Shares listed below, Canadian Utilities Limited currently has preferred shares outstanding. See�CU Preferred Shares�for details.

Please also note that�ATCO Ltd. currently has no preferred shares outstanding. ATCO redeemed all of its outstanding 5.75% Cumulative Redeemable Preferred Shares, Series 3 on March 23, 2010.

Price:
$25.00 par value per share to yield 4.60% per annum

TSX Symbol:
CIU.PR.A

Shares Outstanding as at April 18, 2007:
4,600,000

Key Terms:
The holders of the Cumulative Redeemable Preferred Shares Series 1 (the ?Series 1 Preferred Shares?) of CU Inc. (the ?Corporation?) will be entitled to receive fixed cumulative preferential cash dividends, if, as and when declared by the Board of Directors of the Corporation, at a rate of $1.15 per annum, to accrue from the date of original issue, payable quarterly on the first day of March, June, September and December of each year..

On or after June 1, 2012, the Corporation may, at its option on not less than 30 nor more than 60 days prior notice, redeem for cash the Series 1 Preferred Shares, in whole at any time or in part from time to time, at $26.00 per share if redeemed during the 12 months commencing June 1, 2012, at $25.75 per share if redeemed during the 12 months commencing June 1, 2013, at $25.50 per share if redeemed during the 12 months commencing June 1, 2014, at $25.25 per share if redeemed during the 12 months commencing June 1, 2015, and at $25.00 per share if redeemed on or after June 1, 2016, in each case together with all accrued and unpaid dividends to but excluding the date of redemption.

Prospectus: 
Cumulative Redeemable Preferred Shares Series 1

Price:
$25.00 par value per share to yield 2.24% per annum

TSX Symbol:
CIU.PR.C

Shares Outstanding as at December 2, 2010:
3,000,000

Key Terms:
The Cumulative Redeemable Preferred Shares Series 4 were issued to the public on December 2, 2010, at a price of $25.00 per share.

Holders are entitled to receive fixed cumulative preferential cash dividends, payable quarterly for an initial period of five years, as and when declared by the board of directors of the Corporation, at a rate of $0.56075 per share, to yield 2.24% annually. Thereafter, the dividend rate will reset every five years to the then current 5-Year Government of Canada bond yield plus 1.36%. On June 1, 2021, and on June 1 of every fifth year thereafter, the Corporation may redeem the Series 4 Preferred Shares in whole or in part at par.

Holders may elect to convert any or all of their Series 4 Preferred Shares into an equal number of Cumulative Redeemable Preferred Shares Series 5 on June 1, 2021, and on June 1 of every fifth year thereafter. Holders of the Series 5 Preferred Shares will be entitled to receive quarterly floating rate cumulative preferential cash dividends, as and when declared by the board of directors, equal to the then current 3-month Government of Canada Treasury Bill yield plus 1.36%. The Corporation may redeem the Series 5 Preferred Shares in whole or in part at par.

Prospectus:
Cumulative Redeemable Preferred Shares Series 4

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