Ovintiv Canadian Pension Plan amended and restated effective January 24, 2020

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"Account" means one of the Accounts which are maintained under Part 3 in the Fund:

"Employee Account" means the separate Account maintained on behalf of a DC Participant in accordance with subsection 3.4.1(a).

"Company Account" means the separate Account maintained on behalf of a DC Participant in accordance with subsection 3.4.1(b).

"Forfeiture Account" means the separate Account maintained on behalf of the Company in accordance with Section 3.4.3.

"Voluntary Account" means the separate account maintained on behalf of a DB or DC Participant in accordance with subsection 3.4.2(a)(i).

"Voluntary Locked-In Account" means the separate account maintained on behalf of a DB or DC Participant in accordance with subsection 3.4.2(a)(ii).

"Accumulated Required Contributions" means the sum of a DB Participant's Required DB Contributions to the Plan and a Prior Plan, plus Credited Interest thereon.

"Accumulated Optional Contributions" means the sum of a Former AEC Participant's Optional DB Contributions to the AEC Plan, plus or minus Credited Return thereon.

"Actuarial Equivalent Value" means a value, actuarially equivalent to the comparator, as determined by the Company after consultation with the Actuary. The sex of the Participant, Designated Beneficiary and/or Spouse, as applicable, shall not be taken into account in determining the Actuarial Equivalent Value.

"Actuary" means the person, firm or corporation so designated by the Company, who shall be, or in the case of a firm or corporation, a member or employee of which shall be, a Fellow of the Canadian Institute of Actuaries.

"AEC Plan" means the Alberta Energy Company Ltd. Retirement Plan, as amended to December 31, 2002.

"Applicable Pension Laws" means the Employment Pension Plans Act (Alberta), and any relevant regulations thereto, as may be amended from time to time, or any similar statute adopted by the federal or any provincial government deemed applicable in a particular circumstance, including any relevant regulations thereto, as may be amended from time to time.

"Benefit Accrual Rate" means the benefit accrual rate of 1.0%, 1.5% or 2.0%, as applicable, at which defined benefit pension benefits were accrued under the AEC Plan by a DB Participant in respect of AEC Pensionable Service.

"Board Committee" means any committee of directors of the Board of Directors which has been duly appointed and delegated certain responsibilities by the Board of Directors, as may be constituted from time to time in accordance with subsection 1.5.7(a).

"Board of Directors" means the Board of Directors of Ovintiv Canada ULC, as may be constituted from time to time.

"Canada Pension Plan" means the Canada Pension Plan (Canada) and any relevant regulations thereto, as may be amended from time to time.

"Commuted Value" means the lump sum Actuarial Equivalent Value of a DB Pension Benefit, which is in accordance with Applicable Pension Laws and Revenue Rules and, if applicable, the value of a DC Participant's Accounts eligible for transfer from the Plan.

"Company" means Ovintiv Canada ULC and any affiliated or subsidiary company or any partnership which is majority owned by Ovintiv Canada ULC, its affiliated and subsidiary companies, or any of them, and which is designated as a participating company or partnership by Ovintiv Canada ULC or is deemed to be a participating company under Revenue Rules. Notwithstanding the foregoing, where any reference in the Plan is made to any action to be taken, consent, approval or opinion to be given, discretion or decision to be exercised by the Company, "Company" means Ovintiv Canada ULC, acting through the Board of Directors, or any person duly authorized by the Board of Directors, Board Committee or Management Pension Committee, as applicable, for the purposes of the Plan.

"Continuous Service" means that continuous period of time during which a Participant is an Employee, measured by the Company from the date of the commencement of his employment, as determined by the Company, to the date of termination of such employment, whether such termination is by retirement, death or otherwise.

any period prior to January 1, 2003 that was recognized as continuous service under a Prior Plan;

any period of temporary suspension of employment or temporary layoff of an Employee, where and as may be required by Applicable Pension Laws;

any approved leave of absence of an Employee, provided the Company has designated such period of leave of absence as Continuous Service; and

any sickness or accident leave of an Employee recognized by the Company.

"Credited Interest" means the amount of interest calculated in respect of Accumulated Required Contributions and Required DB Contributions in accordance with Sections 2.2.1 to 2.2.4 for the period in question.

"Credited Return" means the amount of investment return net of investment losses, which may be positive or negative, calculated in respect of Accumulated Optional Contributions and Optional DB Contributions in accordance with Section 2.2.5.

"DB Participant" means a Participant who is accruing DB Pension Benefits.

"DB Pension Benefits" means the benefits provided in accordance with Part 2 and the applicable provisions of Appendices A, B, C and D.

"DC Participant" means a Participant who is accruing DC Pension Benefits.

"DC Pension Benefits" means the benefits provided in accordance with Part 3 and the applicable provisions of Appendix C.

"Designated Beneficiary" means a person entitled to receive benefits payable hereunder, who has been so designated by the Participant in accordance with Article 1.4.

"Disability Earnings" means, in respect of a Participant who is totally disabled, as certified by a qualified medical doctor licensed to practice medicine in Canada, and recognized as such by the Company's long-term disability insurance provider, deemed Earnings which are adjusted on each January 1 that he remains so disabled on and after:

January 1, 2003 in the case of a Former AEC Participant; and

January 1, 2002 otherwise.

the October 31 coincident with or next following his continual receipt for two years of long-term disability benefits from a Company-sponsored long- term disability insurance program; and

the October 31 immediately preceding the date of adjustment.

"Earliest Pension Commencement Date" means:

(i)in the case of a transfer by a Participant last employed by the Company in Alberta, the date upon which such Participant attains age 50;

in the case of a transfer by the Spouse of a Participant last employed by the Company in Alberta, the date upon which such Spouse attains age 50;

(i)in the case of a transfer by a Participant last employed by the Company in a jurisdiction other than Alberta, the date upon which such Participant attains age 55, or such other minimum age as specified under Applicable Pension Laws; and

in the case of a transfer by the Spouse of a Participant last employed by the Company in a jurisdiction other than Alberta, the earliest of the date upon which either such Spouse or such Participant attains age 55, or such other minimum age as specified under Applicable Pension Laws.

"Earnings" means, subject to Appendix C, the basic periodic salary of the Participant, excluding any bonus, living allowance, overtime payment, shift differential, payment in lieu of vacation, contribution or any premium paid by the Company in respect of any employee benefit or otherwise, any honorarium, director's fee, commission, or any other type of additional earnings, payments or remuneration of any nature whatsoever which is granted or paid to the Participant, whether as a DB Participant or a DC Participant, as determined by the Company. Subject to limits imposed under Revenue Rules, "Earnings" includes the Participant's portion of earnings with a foreign affiliate or subsidiary of the Company that is recognized by the Company as the Participant's basic periodic salary for pension purposes under this Plan and, in which case, the earnings are deemed to have been received from the Company.

"Employee" means any person who is an employee of a Company, as determined by the Company. Any person who is:

suffering from a physical or mental impairment that prevents the individual from performing the duties of the employment in which the person was engaged with the Company before the commencement of the impairment;

receiving a disability benefit from a Company-sponsored or government- sponsored disability insurance program; and

recognized by the Company as an employee; shall be deemed to be an Employee.

"Excess Assets" means, while the Plan is ongoing, the amount, if any, by which, in the opinion of the Actuary and subject to Applicable Pension Laws, the going concern assets of the Fund which are not allocated to DC Participants' Accounts exceed the going concern actuarial liabilities in respect of DB Pension Benefits.

"Final Average Annual Earnings" means one-fifth of the highest sum of Earnings received by the DB Participant for any period of 60 consecutive completed calendar months during the 120 completed calendar months immediately preceding the date of his retirement, death before retirement, termination of employment, or the termination of the Plan, whichever first occurs. If the DB Participant has less than 60 months of Earnings,

the average used shall be the annual average of the DB Participant's entire period of Earnings. Periods of Continuous Service without pay shall not be included in determining a DB Participant's Final Annual Average Earnings nor shall such periods of Continuous Service without pay be deemed to have interrupted the consecutiveness of the DB Participant's averaging period.

"Final Average Annual YMPE" means the average YMPE in effect during the 36 completed calendar months immediately preceding the DB Participant's retirement, death before retirement, termination of employment, or the termination of the Plan, whichever first occurs.

"Former AEC Participant" means a DB Participant who has AEC Pensionable Service.

"Fund" means the corpus and all earnings, appreciations or additions thereon and thereto held by the Funding Agency under the Funding Agreement.

"Funding Agency" means the trustee, or successor thereof, appointed by the Company to hold the Fund pursuant to the Funding Agreement.

"Funding Agreement" means the agreement or contract entered into between the Company and the Funding Agency establishing and maintaining the Fund, and amendments thereto.

"Latest Pension Commencement Date" means the first day of December of the calendar year during which a Participant attains age 71, or such other date that may be prescribed by Revenue Rules.

"Locked-In Retirement Fund" means a financial arrangement to which locked-in amounts transferred from the Plan may be made, being limited to:

a locked-in retirement account, as that term is described and regulated in Applicable Pension Laws;

a registered pension plan, if and to the extent the transferee plan will accept the transfer;

for Participants employed by the Company outside of Alberta, a life income fund, as that term is described and regulated in Applicable Pension Laws;

for Participants employed by the Company outside of Alberta, a locked-in retirement income fund, as that term is described and regulated in Applicable Pension Laws;

for Participants employed by the Company outside of Alberta, an insurance company licensed to carry on a life insurance business in Canada, to purchase an immediate or deferred life annuity; or

for Participants employed by the Company outside of Alberta, such other registered vehicle as may be approved under Applicable Pension Laws and Revenue Rules;

a Participant shall not make a transfer under subsections (c) and (d) any sooner than his Earliest Pension Commencement Date;

a Participant shall not make a transfer under subsections (c) through (f) unless any spousal waiver as and in the form required under Applicable Pension Laws has been completed and filed with the Company;

retirement income shall not be paid any sooner than the Earliest Pension Commencement Date; and

the administrator of such arrangement agrees, in writing, to administer such transferred amount in accordance with Applicable Pension Laws.

"Management Pension Committee" means a committee of representatives of management of the Company or other officers, employees or representatives of the Company which has been duly appointed and delegated certain responsibilities by the Board of Directors, or Board Committee, as may be constituted from time to time in accordance with subsection 1.5.7(b).

"Normal Retirement Date" means the first day of the month coincident with or next following the date on which the Participant attains age 65.

"Optional DB Contributions" means optional ancillary contributions made by a Former AEC Participant to the AEC Plan.

"Optional DB Pension Benefits" means DB Pension Benefits provided to a Former AEC Participant in accordance with Article 2.9.

"Participant" means an Employee who has fulfilled the eligibility requirements for joining the Plan set forth in Article 1.3, and whose application for participation in the Plan has been recorded by the Company and includes a living former Employee who continues to be entitled to benefits under the Plan.

"Part-time" means engaged to work on less than a full-time basis, as determined by the Company.

"Part-time Service Fraction" means, in respect of a DB Participant who is employed on a Part-time basis for all or any portion of a Plan Year, the ratio, as determined by the Company, that:

the DB Participant's normally scheduled hours of work during such period of Part-time employment; bear to

the normally scheduled full-time hours of work during such period for such DB Participant's position;

"PEC Plan" means the Retirement Pension Plan for Employees of PanCanadian Energy Corporation, as amended to December 31, 2002.

"Pensionable Service" means, subject to Section 2.1.2, the number of years and fractions of years (to the nearest full month) during which a DB Participant makes Required DB Contributions including, where applicable, pensionable service recognized as such under a Prior Plan. Pensionable Service occurring before a break in Continuous Service shall constitute a separate period of Pensionable Service for calculation purposes. With respect to any period of Continuous Service during which a DB Participant is employed on a Part-time basis, Pensionable Service for such period shall be determined in accordance with the foregoing provisions of this Section multiplied by the Part-time Service Fraction.

"AEC Pensionable Service" means Pensionable Service rendered by the DB Participant under the AEC Plan.

"Ovintiv Pensionable Service" means Pensionable Service rendered by the DB Participant on or after January 1, 2003 plus Pensionable Service rendered under the PEC Plan before January 1, 1966 and between June 1, 2001 and December 31, 2002, inclusive.

"PEC Pensionable Service" means Pensionable Service rendered by the DB Participant under the PEC Plan that is not Ovintiv Pensionable Service.

"Plan" means the Ovintiv Canadian Pension Plan established with effect from January 1, 2003 including any changes, amendments or modifications thereto which have been made or which may from time to time be made by the Company.

"Plan Year" means the calendar year.

"Prior Plan" means either of the AEC Plan or the PEC Plan.

"Required DB Contributions" means the required contributions of a DB Participant to the Plan or to a Prior Plan while a defined benefit participant thereunder.

"Required DC Contributions" means the required contributions of a DC Participant to the Plan or to a Prior Plan while a defined contribution participant thereunder.

"Revenue Rules" means the provisions of the Income Tax Act (Canada), and any relevant regulations thereto, as may be amended from time to time, pertaining to pension plans or funds registered under the Income Tax Act (Canada) as they may be applicable to the Plan.

"Spouse" means:

in relation to a Participant last employed by the Company in Alberta, that person who, at the earlier of the commencement of the Participant's pension or the date of the Participant's death, meets one of the following eligibility requirements:

the person who is married to the Participant and has not been living separate and apart from the Participant for more than three consecutive years; or

if there is no person to whom subsection (i) applies, the person who, immediately preceding the relevant time, has lived with the Participant in a marriage-like relationship:

for a continuous period of at least 3years; or

of some permanence, if there is a child of the relationship by birth or adoption;

in relation to a Participant last employed by the Company in Saskatchewan, the person who, at the earlier of the commencement of the Participant's pension and the date of the Participant's death, meets one of the following eligibility requirements:

the person who is married to the Participant; or

if the Participant is not married, the person with whom the Participant is cohabiting as husband and wife in a conjugal relationship and who has been cohabiting continuously with the Participant as his spouse for at least one year;

in relation to a Participant last employed by the Company in Nova Scotia, the person who, at the earlier of the commencement of the Participant's pension and the date of the Participant's death, meets one of the following eligibility requirements:

the person who is married to the Participant; or

the person who is married to the Participant by a marriage that is voidable and has not been annulled by a declaration of nullity; or

the person who has gone through a form of marriage with the Participant, in good faith, that is void and who is cohabitating with the Participant or, where they have

ceased to cohabit, has cohabited with the Participant within the 12-month period immediately preceding the relevant time; or

the person who is the Participant's domestic partner within the meaning of Section 52 of the Nova Scotia Vital Statistics Act, or

the person who is not married to the Participant, but who has cohabited in a conjugal relationship with the Participant:

for a period of at least three years, if either of them is married, or

for a period of at least one year, if neither of them is married.

in relation to a Participant last employed by the Company in Ontario, the person, who, at the earlier of the commencement of the Participant's pension and the date of the Participant's death, meets one of the following eligibility requirements:

the person who is married to the Participant; or

the person who is not married to the Participant and is living with the Participant in a conjugal relationship:

continuously for a period of not less than one year; or

in a relationship of some permanence, if they are the natural or adoptive parents of a child, both as defined in the Family Law Act (Ontario);

in relation to a Participant last employed by the Company in British Columbia, the person who, at the earlier of the commencement of the Participant's pension and the date of the Participant's death, meets one of the following eligibility requirements:

the person who is married to the Participant and who, if living separate and apart from the Participant at the relevant time, did not live separate and apart from the Participant for a continuous period longer than two years immediately preceding the relevant time; or

if there is no person under subsection (i), the person who is living and cohabiting with such Participant in a marriage-like relationship, including a marriage-like relationship between persons of the same gender, and who lived and cohabited in that relationship in the two-year period immediately preceding the relevant time.

in relation to a Participant last employed by the Company in Newfoundland and Labrador, that person who, at the earlier of the commencement of the Participant's

pension or the date of the Participant's death, meets one of the following eligibility requirements:

the person who is married to the Participant;

the person who is married to the Participant by a marriage that is voidable and has not been voided by a judgment of nullity;

the person who has gone through a form of marriage with the Participant, in good faith, that is void and is cohabiting or has cohabited with the Participant within the preceding year;

in relation to a Participant who has a Spouse, as described in subsections (i), (ii) or (iii) above, means a person who is not the Spouse of the Participant, who has cohabited continuously with the Participant in a conjugal relationship for not less than three years; or

in relation to a Participant who does not have a Spouse, as described in subsections (i), (ii) or (iii) above, means a person who has cohabited continuously with the Participant in a conjugal relationship for not less than one year.

"Superintendent" means the Superintendent of Pensions for the Province of Alberta.

"Surplus Assets" means, upon termination and winding-up of the Plan, the amount, if any, by which, in the opinion of the Actuary and as stated in the wind-up report filed with the Superintendent, the assets of the Fund which are not allocated to DC Participants' Accounts exceed the actuarial liabilities in respect of DB Pension Benefits.

"Three-Year Average Annual YMPE" means the average YMPE in the calendar year of retirement and the two immediately preceding calendar years.

"Valuation Date" means a day upon which the Funding Agency determines the value of each Account within the Fund in accordance with Section 3.4.5.

"Vesting Date" means the date upon which a Participant joins the Plan.

"YMPE" means the Year's Maximum Pensionable Earnings applicable at the time under the Canada Pension Plan.

Plan Establishment

Prior Plan Assets and Liabilities

The assets and liabilities of the PEC Plan and the AEC Plan (collectively, the "Prior Plans") formerly associated with Participants' defined contribution accounts thereunder have been merged under Part 3 and the applicable provisions of Appendix C of this Plan.

All other assets and liabilities formerly associated with the Prior Plans have been merged under Part 2 and the applicable provisions of Appendices A, B, C and D of this Plan.

For greater certainty, the DB and DC Pension Benefits in respect of Participants who retired, died or terminated employment under the provisions of the Prior Plans are continued under this Plan, but the provisions of this Plan shall not alter such DB and DC Pension Benefits unless specifically provided herein.

Prior Plan Guarantees

Eligibility

Subject to subsection (b), an Employee shall be eligible to join the Plan:

in the case of a permanent Employee, upon appointment as a permanent Employee; and

in the case of a temporary Employee, upon completion of two years of Continuous Service.

Notwithstanding subsection (a), an Employee shall not be eligible to join the Plan so long as he is actively accruing pensionable service or contributions in another pension plan sponsored by the Company or by a company or partnership that is affiliated with the Company.

Commencement

Enrolment

Subject to Section 1.3.4, each participant in a Prior Plan shall become a DB Participant or a DC Participant hereunder depending upon whether he was, respectively, a defined benefit participant or a defined contribution participant under such Prior Plan.

Each eligible Employee, upon joining the Plan on or after January 1, 2003, shall become a DC Participant.

Transfer of Membership Between Provisions

Effective January 1, 2003 or January 1 of any year thereafter, a DB Participant shall be entitled to elect to discontinue accruing DB Pension Benefits and to become thereafter a DC Participant accruing DC Pension Benefits. Any such election shall be made by the DB Participant within 30 days immediately prior to the elected effective date or at such other time as may be approved by the Company in its discretion.

Subject to Appendix C, a DC Participant may not elect to become a DB Participant.

Transfer of Benefits Between Provisions

If a DB Participant becomes a DC Participant pursuant to subsection 1.3.4(a), he shall remain entitled to his DB Pension Benefits earned prior to the date of becoming a DC Participant.

If a DC Participant becomes a DB Participant pursuant to Appendix C, he shall remain entitled to his DC Pension Benefits earned prior to the date of becoming a DB Participant.

Break In Service

Continuing Membership

Continuance of Accruals During Leave of Absence

five years; and

the number of months of parenting leaves, as defined in the Revenue Rules, subject to a maximum of 36 months of such parenting leaves and a maximum of 12 months for any one parenting leave.

Designation of Beneficiary

The Designated Beneficiary of a Participant without a Spouse may be the Participant's estate or any person.

The Designated Beneficiary of a Participant having a Spouse shall be such Spouse.

Notwithstanding subsections (a) and (b), for a Participant last employed by the Company in Alberta, British Columbia, Nova Scotia, Saskatchewan or Ontario, the Spouse of such Participant may waive, in prescribed form, and in accordance with Applicable Pension Laws, her right to be the Designated Beneficiary with respect to death benefits in accordance with Section 2.7.1 or 3.6.1, as applicable, in which case the Participant shall name a Designated Beneficiary pursuant to subsection (a) as though the Participant has no Spouse.

Change of Designated Beneficiary

Each Participant shall from time to time advise the Company of the full name and, for tax purposes only, the social insurance number of his Spouse, if any.

A Participant without a Spouse may, by written notice given to the Company during his lifetime, alter or revoke his Designated Beneficiary unless such designation is irrevocable under the applicable legislation. Any such written notice shall be in such form and executed in such manner as the Company may reasonably require.

Provision for Payment in Event of Death of Beneficiary

Conflicting Claims

Primacy of Legislation

Jurisdiction

Responsibility for Plan

Amendment of the Plan

Amendment Required to Maintain Registration

Effective Date of Amendment

Board Committee

The Board of Directors may appoint, and may delegate certain of its responsibilities in respect of the Plan to, a Board Committee, such responsibilities to be specified in a written mandate approved by the Board of Directors.

The Board of Directors or Board Committee, as applicable, may, by way of approved written mandate, delegate certain responsibilities in respect of the Plan to a Management Pension Committee.

No compensation shall be paid out of the Fund to any Employee member of the Management Pension Committee for his services to such committee, but the reasonable fees of a non-Employee member for such services may be paid by the Company or from the Fund, as directed by the Company.

Any expenses incurred by the Board of Directors, Board Committee or Management Pension Committee, as applicable, or any member thereof, in respect of his services to such committee may be paid by the Company or reimbursed from the Fund, as directed by the Company.

A member of the Board of Directors, Board Committee or Management Pension Committee, as applicable, and any duly authorized officer or employee of the Company, may rely in good faith on the statements, opinions or reports of the Actuary, the Funding Agency, an accountant, an appraiser, a lawyer, an investment manager or other professional advisor or consultant retained by the Board of Directors, Board Committee, the Company, or by a duly authorized officer or employee of the Company (including, without limitation, the Management Pension Committee), as applicable, to provide professional services or advice in respect of the Plan, the Fund, or any matter pertaining thereto.

No Personal Liability

Indemnification

Company Records

Information Provided by the Participant

Right of Termination

INTENTIONALLY DELETED

Wind-up

Termination Priorities

firstly, to provide for benefits equal to the value of all Accounts, excluding the Forfeiture Account;

secondly, after satisfying the requirements of subsection (a), to provide for benefits equal to the value of all Accumulated Required and Optional Contributions;

thirdly, after satisfying the requirements of subsections (a) and (b), to provide for the balance of the DB Pension Benefits accrued to the date of termination based on actual service rendered and earnings paid to such date, all determined in accordance with, and payable in accordance with the priorities established under Applicable Pension Laws; and

fourthly, in the event any Surplus Assets remain after all benefits referred to in subsections (a), (b) and (c) have been provided, such Surplus Assets may, subject to the requirements of Applicable Pension Laws, be withdrawn from the Fund for the benefit of the Company, and upon such withdrawal shall thereupon become assets of the Company.

Interpretation

Effective Date of Termination

Plan Assets

Purpose of the Fund

The Fund is established for the benefit of the Participants and their respective Spouses or Designated Beneficiaries, which benefit shall be deemed to include payment or reimbursement of all third party costs directly attributable to the administration of the Plan. The Company shall have primary responsibility for the payment of such costs, but may direct that the costs be paid from the Fund. Any third party costs directly attributable to the Plan and paid directly by the Company may be reimbursed by the Fund.

Where such costs are attributable to Part 3, the Company may direct that the costs shall be charged in an equitable manner to the Accounts. Notwithstanding the foregoing, the Company may elect to pay and/or charge costs differently between active and inactive DC Participants provided the costs charged to the Accounts of inactive DC Participants do not exceed a reasonable allocation of the actual costs incurred.

No Fund Allocation

Change of Funding Agency

Investment of the Fund

Company Contributions

The Company shall make contributions pursuant to the recommendation of the Actuary which will provide funding sufficient to meet the ongoing funding

requirements and tests for solvency prescribed by Applicable Pension Laws but, provided that such recommendations and tests are satisfied, the Company shall not be required to make further contributions to the Plan. In the event the Plan is terminated, the Company shall make the recommended contributions accrued to the date of termination plus the additional contributions, if any, required by Applicable Pension Laws.

In the event there are Excess Assets under the Plan, such Excess Assets may be applied at the discretion of the Company to offset contributions otherwise recommended to be made by the Company under Part 2 or Part 3. In the absence of an election by the Company to apply Excess Assets to meet its recommended contributions under Part 3, the Excess Assets under the Plan shall, for purposes of the Revenue Rules, be deemed to be associated with Part 2.

Remittance of Contributions

all Required and Optional DB Contributions within 30 days following the end of the month for which the contributions are payable;

all Company contributions recommended to be made in respect of DB Pension Benefits within 30 days following the end of the month for which the contributions are recommended; and

all Company contributions recommended to be made in respect of

DC Pension Benefits within 30 days following the end of the month for which the contributions are payable.

Return of Contributions

No Further Obligation

All benefits payable under the Plan shall be paid, or provided for, solely from the Fund, and persons entitled to benefits hereunder shall look only to the assets of the Fund for payment. The Company's obligations hereunder are limited to the obligations expressly set forth herein.

A lump sum payment or transfer to another vehicle shall constitute complete satisfaction of all obligations under the Plan related to the amount so paid or transferred.

No Employment Rights

The establishment and continuance of the Plan shall not be deemed to constitute a contract of employment between the Company and any Employee and further, shall not be deemed to create any rights between the Company and any person beyond those described and provided herein, including but not limited to any right or entitlement to non-pension retirement benefits.

Nothing contained herein shall be deemed to give to an Employee the right to be retained in the service of the Company or to interfere with the right of the Company to terminate the employment of such Employee at any time.

Application for Payments

Unclaimed Payments

in the case of a DB Participant, no interest shall accrue on pension payments to the benefit of the DB Participant, his Spouse, Designated Beneficiary or legal representative. If a valid claim is subsequently made, the obligation of the Company shall be discharged by the timely payment of an amount equal to the simple sum of the pension payments which are then in arrears; and

subject to Section 3.5.3, in the case of a DC Participant, the DC Participant's Employee and Company Accounts shall continue to be maintained in accordance with Article 3.4 until a valid claim is made.

Timely Payments

No Assignment

Payment of Benefits on Behalf of Participant

Support and Division of Property on Marriage Breakdown

Subject to Applicable Pension Laws and Revenue Rules, and any applicable federal or provincial law, a benefit under the Plan:

may be, in the case of proceedings in respect of the division of matrimonial property under the jurisdiction of Alberta, subject to entitlements arising under either a matrimonial property order within the meaning of the Matrimonial Property Act, being Chapter M-9 of the Statutes of Alberta, 1980, and any regulation and amendments thereto, issued by a court of competent jurisdiction, or a similar order enforceable in Alberta issued by a court outside of Alberta, or a matrimonial property agreement, as prescribed under Applicable Pension Laws;

may be, in the case of proceedings in respect of the division of matrimonial property under the jurisdiction of a province other than Alberta, assigned, pledged, charged, encumbered or alienated to satisfy a division of matrimonial property, pursuant to a written agreement, decree, order or judgement of a competent tribunal; or

may be, in the case of proceedings in respect of support or maintenance, subject to execution, seizure or attachment in satisfaction of an order for support or maintenance, pursuant to a decree, order or judgement of a competent tribunal provided such execution, seizure or attachment is in respect only of benefits in pay or, if in respect of a Participant last employed by the Company in a province other than Alberta, as may be permitted by Applicable Pension Laws.

The determination of the benefit payable to a person under subsection (a) shall be subject to Applicable Pension Laws and Revenue Rules.

The Participant's benefit entitlements shall be reduced to account for the value of any settlement made under subsection (a). Such reduction shall be determined in accordance with Applicable Pension Laws and Revenue Rules.

In the event a Participant has commenced his pension prior to any settlement under subsection (a), the value of such settlement payable to his former Spouse, may, at the election of such former Spouse, be transferred to a Locked-In Retirement Fund in the name of such former Spouse.

Small Pensions and Transfer at Company's Discretion

Notwithstanding any other provision of the Plan, for a Participant last employed by the Company in Alberta, upon retirement, death, termination of employment or termination of the Plan, the Company, a Participant or, if applicable his Spouse, may direct that a lump sum, equal to the Commuted Value, be paid as full and final satisfaction of all claims under the Plan by the Participant or Spouse, or anyone claiming by, through or under them, if such Commuted Value does not exceed 20% of the YMPE for the year of benefit payment, or such other amount as provided under Applicable Pension Laws.

For a Participant last employed by the Company in a province other than Alberta, small pensions shall be determined, paid and transferred in accordance with Applicable Pension Laws.

Written Explanation

Headings

Construction

Simultaneous Deaths

Currency

Deductions from Payments

Transfer Option for Cash Settlement

Inspection

The Company shall permit an Employee or Participant, or such person as is required to be permitted under Applicable Pension Laws, to inspect, to make extracts from or to copy the Plan text and any other related documents required to be made available under Applicable Pension Laws, at such time and places as may be required by Applicable Pension Laws.

To the extent required by Applicable Pension Laws, the Company shall provide, on request, a Participant, or such person as is required to be permitted under Applicable Pension Laws, with copies of any of the documents required to be made available under Applicable Pension Laws, upon payment to the Company of a reasonable fee when permitted under Applicable Pension Laws.

Severability

Governing Document

INTENTIONALLY DELETED

Commutation for Non-Residents

a Participant last employed in Alberta or British Columbia who has ceased to accrue Continuous Service; or

the surviving Spouse or former Spouse of that Participant,

has provided to the Company written evidence that the Canada Revenue Agency has confirmed the Participant's status as a non-resident for the purposes of the Income Tax Act (Canada); and

if the Participant was last employed in British Columbia, has been absent from Canada for two or more years,

Commutation for Shortened Life Expectancy

a benefit is required to be paid under the Plan to a Participant last employed in Alberta, British Columbia or Nova Scotia, other than a retired Participant in receipt of benefits; and

that Participant establishes that he has a terminal illness or disability which is likely to shorten his life expectancy considerably (or in the case of a Participant last employed in Nova Scotia, likely to shorten his life expectancy to less than two years), as certified by a written statement from a medical practitioner licensed to practice in Canada,

Benefits Statement

Within the period prescribed by Applicable Pension Laws, the Company shall provide:

to each Participant who is accruing Continuous Service, such information as prescribed by Applicable Pension Laws; and

to each other person as may be required by Applicable Pension Laws, a written statement containing the information prescribed by Applicable Pension Laws.

Upon termination of employment of a Participant or upon termination of the Participant's active membership in the Plan, the Company shall provide to the Participant (or the person entitled to benefits in the event of the Participant's death) within the period prescribed by Applicable Pension Laws, a written statement containing the information prescribed under Applicable Pension Laws in respect of the benefits and options to which the Participant or other person is entitled.

Other Information

Limitation

Required DB Contributions

Disability

In the event an active DB Participant is totally disabled, as certified by a qualified medical doctor licensed to practice medicine in Canada and as recognized by the Company's long-term disability insurance provider, he shall not be required to contribute to the Plan for the period of time during which he is in receipt of benefits from the Company's long-term disability plan. Such DB Participant shall accrue Pensionable Service while totally disabled, and shall continue to accrue pension benefits based on his Disability Earnings for so long as he continues to receive the aforementioned long-term disability benefits. If such DB Participant was employed on a Part-time basis at the date of disability, pension benefits shall continue to accrue as though he remained a Part-time Employee throughout the period of disability.

In no event, however, shall a totally disabled DB Participant accrue pension benefits after the earlier of the DB Participant's Normal Retirement Date and the date of termination of the Plan.

Excess Accumulated Required DB Contributions

Subject to paragraph (b), in the event that the Plan is terminated, or a DB Participant ceases to be an Employee by reason of:

retirement;

death; or

termination of employment;

another pension plan, if and to the extent that the other plan allows the transfer;

a retirement savings plan or retirement income fund registered under Revenue Rules; or

an insurance company to purchase a deferred annuity.

Notwithstanding paragraph (a), if the DB Participant was last employed by the Company in British Columbia and the DB Participant so elects, the excess contributions shall be applied to increase the lifetime pension benefits otherwise payable to the DB Participant. For greater certainty, in the event the Commuted Value of the total DB Pension Benefits is transferred to a Locked-In Retirement Fund in accordance with Section 2.4.9 or subsection 2.8.2(a)(ii), the additional lifetime pension benefits derived from the excess contributions shall not be taken into account in determining the maximum transferable amount in accordance with subsection 2.8.2(c).

Maximum Contributions

Annual Application of Credited Interest

Calculation of Annual Credited Interest

the rate of interest for such Plan Year times the DB Participant's Accumulated Required Contributions at December 31 of the prior Plan Year;

the rate of interest for such Plan Year times the DB Participant's Required DB Contributions made in such Plan Year times the number of half-months from the mid-point in time during which such contributions were made to December 31 divided by 24.

Calculation of Final Year's Credited Interest

the rate of interest for such final Plan Year times such DB Participant's Accumulated Required Contributions at December 31 of the prior Plan Year times the number of completed months prior to the date of calculation divided by 12;

the rate of interest for such final Plan Year times the DB Participant's Required DB Contributions made in such final Plan Year times the number of half-months from the mid-point in time during which such contributions were made to the end of the month immediately preceding the date of calculation divided by 24.

Rate of Credited Interest

Credited Return

An individual account, entitled Accumulated Optional Contributions, shall be maintained by the Funding Agency in the Fund with respect to each Former AEC Participant. This account shall be credited with Optional DB Contributions made by the Former DC Participant, including amounts transferred from the Former DC Participant's optional ancillary account, if any, under the AEC Plan. The operation of such individual account, including the investment of the account, the crediting of the account with Optional DB Contributions, the crediting of the account with investment return, and the valuation of the account, shall be governed by Article 3.4 as though the account were an Account under Part 3. Notwithstanding the foregoing, such individual account shall be an account under Part 2.

If a Former AEC Participant has designated all or a portion of his Optional DB Contributions to be in respect of Pensionable Service rendered prior to 1990, the Funding Agency shall maintain sub-accounts within his Accumulated Optional Contributions to distinguish between Accumulated Optional Contributions made in respect of Pensionable Service rendered before 1990 and after 1989.

Normal Retirement

Early Retirement

Postponed Retirement

Unadjusted Pension Amount – Normal Retirement

2.0% multiplied by the Ovintiv Pensionable Service of the DB Participant, with the result of that calculation multiplied by the DB Participant's Final Average Annual Earnings;

1.4% multiplied by the PEC Pensionable Service of the DB Participant, with the result of that calculation multiplied by the lesser of:

the DB Participant's Final Average Annual Earnings; or

the Final Average Annual YMPE;

2.0% multiplied by the PEC Pensionable Service of the DB Participant, with the result of that calculation multiplied by the amount, if any, by which the DB Participant's Final Average Annual Earnings exceed the Final Average Annual YMPE;

the Benefit Accrual Rate of the DB Participant multiplied by the AEC Pensionable Service of the DB Participant, with the result of that calculation multiplied by the DB Participant's Final Average Annual Earnings;

125% of the Benefit Accrual Rate of the DB Participant multiplied by the AEC Pensionable Service of the DB Participant, with the result of that calculation multiplied by 25% of the lesser of:

the DB Participant's Final Average Annual Earnings; or

the Final Average Annual YMPE.

Early Retirement

Subject to subsections (c) and (d), a DB Participant who is actively employed by the Company and who elects to retire pursuant to Section 2.3.2 shall receive an immediate lifetime pension commencing on his early retirement date which shall be calculated firstly in accordance with Section 2.4.1 and then reduced by:

in respect of the DB Participant's lifetime pension earned in respect of AEC Pensionable Service, 0.25% times the number of months in excess of 36 by which the DB Participant's early retirement date precedes his Normal Retirement Date; and

in respect of the remainder of the DB Participant's lifetime pension, 0.25% times the number of months in excess of 60 by which the DB Participant's early retirement date precedes his Normal Retirement Date.

Subject to subsections (c) and (d), a Former AEC Participant who is actively employed by the Company and who elects to retire pursuant to Section 2.3.2 shall receive an immediate bridge pension which shall be calculated firstly in accordance with subsection 2.4.1(e) and then reduced by 0.25% times the number of months in excess of 36 by which the Former AEC Participant's early retirement date precedes his Normal Retirement Date.

Notwithstanding subsections (a) and (b), but subject to subsection (d), if a DB Participant has attained 30 years of Continuous Service, excluding any period of layoff, no early retirement reduction shall be applied to his lifetime pension benefits under subsection (a) in respect of Ovintiv Pensionable Service and PEC Pensionable Service.

Notwithstanding subsections (a), (b) and (c), if a DB Participant is actively employed by the Company and elects to retire pursuant to Section 2.3.2 but does not wish to receive an immediate pension pursuant to this Section 2.4.2, his DB Pension Benefits shall instead be determined in accordance with Article 2.8.

Postponed Retirement

Maximum Lifetime Pension

is the lesser of:

2.0% of the DB Participant's highest average compensation as defined in Regulation 8504(2) of the Revenue Rules; and

$2,494.44 or such other amount as determined from time to time under Revenue Rules;

is the DB Participant's Pensionable Service prior to January 1, 1990 to a maximum of 35 years, plus the DB Participant's Pensionable Service after December 31, 1989; and

is 100.00% less 0.25% for each month, if any, by which the last day of the month of retirement precedes the earliest of:

the date the DB Participant attains age 60;

the date the DB Participant completed or would have completed, had the DB Participant continued in employment, 30 years of Continuous Service excluding any period of layoff; and

the date on which the sum of the DB Participant's age and Continuous Service excluding any period of layoff is or would have been, had the DB Participant continued in employment, equal to 80.

Maximum Bridge Pension

is the sum of:

the maximum annual benefit payable at age 65 under the Old Age Security Act as at the DB Participant's retirement date; and

the maximum annual benefit payable at age 65 under the Canada Pension Plan as at the DB Participant's retirement date times the ratio, not to exceed 1.0, of the

DB Participant's Final Average Annual Earnings to the Final Average Annual YMPE;

is 100.0% less 0.25% for each month, if any, by which the last day of the month of retirement precedes the date the DB Participant attains age 60; and

is the ratio of the Pensionable Service of the DB Participant to 10, such ratio not to exceed 1.0.

Maximum Total Pension

is $2,494.44 or such other amount as determined from time to time under Revenue Rules;

is the DB Participant's Pensionable Service;

is 25% of the Three-Year Average Annual YMPE; and

is 1/35 of the DB Participant's Pensionable Service, but not to exceed 1.0.

Adjustments to Pension

Excess Accumulated Required Contributions

Portability Right

Notwithstanding Sections 2.4.1, 2.4.2 and 2.4.3, a retiring DB Participant may elect at retirement to transfer the Commuted Value of his DB Pension Benefits to a Locked-In Retirement Fund.

The sum of any amount transferred under subsection (a) and any excess contributions transferred under subsection 2.1.3(b) shall not exceed the product of:

the annual amount of pension computed in accordance with Section 2.4.1, but limited to the product of subsection 2.4.4(a) times subsection 2.4.4(b); and

the appropriate factor from the table in subsection 2.8.2(c)(ii).

Normal Form of Lifetime Pension - Without a Spouse

a life annuity with a term of 120 months certain;

payable monthly in arrears commencing with the month of retirement to, and including, the month in which the DB Participant dies.

Normal Form of Lifetime Pension - With a Spouse

a pension payable to the DB Participant during their joint lives, reduced on the DB Participant's death to 60% of the amount then payable to his surviving Spouse. Following the death of both the DB Participant and the Spouse, a further lump sum payment equal to the excess, if any, of 60 times the original monthly pension payment amount over the simple sum of the pension payments received by the DB Participant and his Spouse, shall be made to:

the Designated Beneficiary of the DB Participant, if the DB Participant is the last to die; or

the estate of the Spouse, if the Spouse is the last to die;

payable monthly in arrears commencing with the month of retirement to, and including, the month in which the DB Participant dies. The lifetime pension payable to the surviving Spouse shall be payable monthly in arrears commencing with the month following the DB Participant's death to, and including, the month in which the Spouse dies.

Normal Form of Bridge Pension – With or Without a Spouse

if the Former AEC Participant has a surviving Spouse at the date of death, the remaining guaranteed payments shall be continued during the lifetime of the surviving Spouse but not beyond the end of the month immediately preceding the Former AEC Participant's Normal Retirement Date. Upon the death of such surviving Spouse before all remaining guaranteed payments have been made to her, or earlier at her election, the Commuted Value of the then-remaining guaranteed payments shall be paid in a lump sum to the Spouse or to the estate of the Spouse, as applicable; and

if the Former AEC Participant has no surviving Spouse at the date of death, the Commuted Value of the remaining guaranteed payments shall be paid in a lump sum to the Designated Beneficiary of the Former AEC Participant.

Optional Forms of Lifetime Pension

Life Annuity with a Guaranteed Period

Participant and Survivor Annuity

Other Optional Forms

Optional Form Election Date

Shortened Life Expectancy - Ontario Participants

establishes that he has an illness or physical disability that is likely to shorten his life expectancy to less than two years, as certified by a written statement from a qualified medical doctor licensed to practice in Canada;

provides an application to the Company in the prescribed form; and

satisfies any other conditions prescribed by Applicable Pension Laws.

Death Benefits

In the event a DB Participant whose Designated Beneficiary is not his Spouse dies prior to the effective date of the Participant's retirement election, his Designated Beneficiary shall receive a lump sum amount equal to 100% of the Commuted Value of the DB Pension Benefits accrued by the DB Participant at his date of death.

In the event a DB Participant whose Designated Beneficiary is his Spouse dies prior to the effective date of the Participant's retirement election, his Spouse shall receive, by way of a transfer to a Locked-In Retirement Fund or to an insurance company to purchase an immediate or deferred life annuity in accordance with Section 1.7.10, 100% of the Commuted Value of the DB Pension Benefits accrued by the DB Participant at his date of death.

In addition to the foregoing, Section 2.1.3 shall apply.

In calculating benefits in accordance with subsections (a), (b) and (c), the DB Participant shall be deemed to have:

retired on his date of death, if the DB Participant was within 10 years of his Normal Retirement Date on his date of death; or

terminated employment on his date of death, otherwise.

He shall elect either:

subject to Section 2.8.3, to receive a deferred lifetime pension calculated in accordance with Section 2.4.1 and a deferred bridge pension calculated in accordance with Section 2.4.2(b), payable monthly in arrears and commencing:

in respect of AEC Pensionable Service, 36 months before his Normal Retirement Date; and

in respect of the remainder of his Pensionable Service, 60 months before his Normal Retirement Date; or

to transfer the Commuted Value of the deferred pension described in subsection (a)(i) to a Locked-In Retirement Fund.

In addition to the foregoing, Section 2.1.3 shall apply.

The sum of any amount transferred under subsection (a)(ii) and any excess contributions transferred under subsection 2.1.3(b) shall not exceed the product of:

the annual amount of lifetime pension computed in accordance with subsection (a)(i), but limited to the product of subsection 2.4.4(a) times subsection 2.4.4(b); and

the appropriate factor from the following table, or such other amount as determined from time to time under Revenue Rules:

the Actuarial Equivalent Value of his deferred lifetime pension calculated in accordance with Section 2.8.2(a)(i), and he shall not be entitled to the benefit of the provisions of Sections 2.4.2 and 2.4.7 in respect thereof, provided that in no event shall his immediate lifetime pension be greater than the lifetime pension amount calculated in accordance with subsection 2.4.2(a); and

the Actuarial Equivalent Value of his deferred bridge pension calculated in accordance with Section 2.8.2(a)(i), and he shall not be entitled to the benefit of the provisions of Sections 2.4.2 and 2.4.7 in respect thereof, provided that in no event shall his immediate bridge pension be greater than the bridge pension amount calculated in accordance with subsection 2.4.2(b).

Subject to the other provisions of this Article 2.9, upon retirement, death, termination of employment, or termination of the Plan, a Former AEC Participant shall select in writing, or in the absence of such selection the Company shall select for him, to receive Optional DB Pension Benefits offered by the Company from the following permitted benefits which would be payable under Part 2 if:

Section 2.3.2, subsection 2.7.1(d)(i) or Section 2.8.3 permitted retirement within 15 years of Normal Retirement Date;

the early retirement reduction applicable to lifetime pension benefits under subsection 2.4.2(a) or Section 2.8.3 were replaced by the early retirement reduction specified in subsection 2.4.4(c);

the Former AEC Participant's Final Average Annual Earnings were replaced by his highest average compensation as set forth in Regulation 8504(2) of the Revenue Rules;

the amount of bridge pension benefits provided under subsection 2.4.2(b), subsection 2.8.2(a)(i) or Section 2.8.3 were replaced by the maximum bridge pension benefits set forth in Section 2.4.5;

additional pre-retirement or post-retirement indexing of lifetime pension benefits were provided up to the limits set forth in Regulation 8503 of the Revenue Rules; and

any combination of the above, including fractions of the above.

The Optional DB Pension Benefits offered to the Former AEC Participant for selection shall be determined by the Company but shall include, where possible within the provisions of subsection (a), at least two alternative approaches to applying the Former AEC Participant's Accumulated Optional Contributions in accordance with subsection (c).

The Optional DB Pension Benefits offered to a Former AEC Participant in accordance with subsections (a) and (b) shall be of Actuarial Equivalent Value to his Accumulated Optional Contributions as at the date of retirement, death, termination of employment or termination of the Plan. Such conversion of Accumulated Optional Contributions into Optional DB Pension Benefits shall be determined separately in respect of Optional DB Pension Benefits provided, and Accumulated Optional Contributions made, in respect of Pensionable Service rendered before 1990 and after 1989. Notwithstanding the foregoing provisions of this Section 2.9.1, if a Former AEC Participant terminates employment and elects to receive a deferred pension from

the Plan, the conversion of his Accumulated Optional Contributions into Optional DB Pension Benefits shall be deferred until his date of retirement.

In the event a DC Participant became totally disabled prior to January 1, 2003 under the PEC Plan, as certified by a qualified medical doctor licensed to practice medicine in Canada and as recognized by the Company's long-term disability insurance provider with effect prior to January 1, 2003, he shall not be required to contribute to the Plan for the period of time during which he is in receipt of benefits from the Company's long-term disability plan. Instead, subject to Article 3.3, the Company shall make the Required DC Contributions formerly required under the PEC Plan on the DC Participant's behalf based on 4% of his Disability Earnings. If such DC Participant was employed on a Part-time basis at the date of disability, the Company shall make such Required Contributions as though the DC Participant remained a Part-time Employee throughout the period of disability.

In no event, however, shall the Company make Required DC Contributions on the DC Participant's behalf in accordance with the above paragraph after the earlier of the DC Participant's Normal Retirement Date and the date of termination of the Plan.

Subject to subsection (b), Section 3.2.2, Section 3.2.3 and Article 3.3, the Company shall contribute on behalf of a DC Participant during each Plan Year, or fraction thereof (to the nearest full month), an amount equal to 8% of such DC Participant's Earnings or Disability Earnings.

Notwithstanding subsection (a), if a DC Participant became totally disabled, prior to January 1, 2003 while participating in the PEC Plan, as certified by a qualified medical doctor licensed to practice medicine in Canada and as recognized by the Company's long-term disability insurance provider with effect prior to January 1, 2003, the Company contributions made in respect of the period of total disability which falls after the date the DC Participant attains 25 years of relevant service shall equal 10% of such DC Participant's Disability Earnings.

The DC Participant's Continuous Service; and

The DC Participant's prior employment service with other employers, to the extent such service is considered and approved by the Company to be relevant to the DC Participant's position with the Company.

to the extent allowed be returned to the Company; or

be used to reduce the contributions of the Company otherwise required under Part 3.

For the purposes of Articles 3.1 and 3.2, the maximum contribution limit in respect of any calendar year shall be 18% of the DC Participant's Earnings and/or Disability Earnings, as applicable, in that calendar year, subject to the money purchase maximum dollar limit specified in the Revenue Rules as is applicable in that calendar year.

The maximum contribution limit calculated in accordance with subsection (a) shall be reduced by the amount of the DC Participant's expected Pension Adjustment, as defined in the Revenue Rules, for any other benefits accrued or contributions made in the calendar year under this Plan or any other registered pension plan or deferred profit sharing plan of the Company.

The DC Participant's Required DC Contributions made under a Prior Plan, if any, shall be allocated to the DC Participant's Employee Account.

The contributions of the Company made in accordance with Sections 3.1.2 and 3.2.1, including amounts transferred from:

Plan the Forfeiture Account in accordance with Section 3.2.2;

Excess Assets in accordance with Section 3.2.3; and

a DC Participant's company account, if any, transferred to the Plan from a Prior;

shall be allocated to the DC Participant's Company Account.

Individual accounts shall be maintained by the Funding Agency in the Fund with respect to each DB or DC Participant, as follows:

The DB Participant's voluntary contributions made under the AEC Plan or transferred into the AEC Plan from a previous employer's pension plan on a non-locked-in basis shall be allocated to the DB or DC Participant's Voluntary Account. Notwithstanding any other provision of the Plan to the contrary, such Voluntary Account may be paid out at retirement, death, termination of employment or termination of the Plan to the Participant or his Designated Beneficiary, as applicable, in a lump sum or such other form as may be required by Applicable Pension Laws.

A DB or DC Participant's voluntary contributions transferred into the AEC Plan from a previous employer's pension plan on a locked-in basis shall be allocated to the DB or DC Participant's Voluntary Locked-In Account.

No further contributions, transfers or allocations may be made to a DB or DC Participant's Voluntary Account or Voluntary Locked-In Account.

If a DB Participant has a Voluntary Account or a Voluntary Locked-In Account, he shall be deemed to be a DC Participant solely with respect to such Account(s).

The DC Participant's Accounts shall be invested, pursuant to directions provided by the DC Participant, in one or more investment options to be made available by the Funding Agency under the terms of the Funding Agreement. ln the absence of such directions, his Accounts shall be invested in one or more investment options to be selected by the Company, in accordance with the Applicable Pension Laws, for purposes of such default.

The Forfeiture Account shall be invested, pursuant to directions provided by the Company, in one or more investment options to be made available by the Funding Agency under the terms of the Funding Agreement.

the DC Participant terminates employment on or after the DC Participant's Normal Retirement Date;

the Employee reaches his Latest Pension Commencement Date, regardless of whether he remains an Employee beyond such date;

the DC Participant terminates employment within the 10-year period immediately preceding his Normal Retirement Date, provided the DC Participant has reached his Vesting Date;

in the case where contributions are being made on the DC Participant's behalf in accordance with Section 3.1.2, the DC Participant reaches his Normal Retirement Date.

the Company shall purchase a life annuity with the value of such DC Participant's Accounts, in accordance with Section 1.7.10. If the DC Participant has a Spouse at retirement the annuity purchased shall have a joint and survivor 60% payment form, unless such Spouse has completed a spousal waiver form in accordance with Applicable Pension Laws. No further contributions to the Plan shall be made by or on behalf of such DC Participant. Any DC Participant who has an annuity purchased with the value of his Accounts may be charged any reasonable fees or charges attributable to those Accounts, including the cost of purchase of such annuity. Such reasonable fees and charges may be payable from such Accounts in accordance with the terms and conditions set out from time to time by the Company; or

in lieu of the annuity purchase described in subsection (a), upon retirement such DC Participant may instead elect to transfer the value of his Accounts to a Locked-In Retirement Fund. Such election shall be made by the DC Participant within the time limits prescribed by Applicable Pension Laws.

In the event a DC Participant whose Designated Beneficiary is not his Spouse dies prior to the distribution of the DC Participant's Accounts under any other Article, his Designated Beneficiary shall receive, in a lump sum, the value of the DC Participant's Accounts determined as of the Valuation Date that is coincident with or immediately preceding the distribution of the DC Participant's Accounts.

Subject to subsection 3.4.2(a)(i), in the event a DC Participant whose Designated Beneficiary is his Spouse dies prior to the distribution of the DC Participant's Accounts under any other Article of the plan, his Spouse shall receive, by way of a transfer to a Locked-In Retirement Fund, the value of the DC Participant's Accounts determined as of the Valuation Date that is coincident with or immediately preceding the distribution of the DC Participant's Accounts.

Subject to subsection 3.4.2(a)(i), in the event a DC Participant terminates employment for any reason other than death or retirement, the DC Participant may receive the value of his Accounts by way of a transfer to a Locked-In Retirement Fund.

Notwithstanding subsection (a) but subject still to subsection 3.4.2(a)(i), such terminated DC Participant may elect to maintain his Accounts until such time as he elects to transfer the value of his Accounts to a Locked-In Retirement Fund, but not later than his Latest Pension Commencement Date. Subject to Section 1.3.6, no further contributions to the Plan shall be made by or on behalf of such terminated DC Participant.

Notwithstanding subsection (a) and (b), with respect to an Employee who becomes a DC Participant after August 10, 2006, the Company may, at their discretion, upon termination of membership, transfer the value of a DC Participant's Accounts to a Locked-in Retirement Fund in accordance with Applicable Pension Laws.

For the purposes of this Section 3.7.2, the value of a DC Participant's Accounts shall be determined as of the Valuation Date that is coincident with or immediately preceding the distribution of the DC Participant's Accounts.

Application

Principle

Additional Pension Benefits

Portability

Application

Additional Pension Benefits

the improvements listed in subsection 2.9.1(a);

additional lifetime pension benefits determined by granting Pensionable Service to the DB Participant for any period of Continuous Service prior to eligibility to join the Plan, and prior to January 1, 1990, subject to the limits imposed by Regulation 8504 of the Revenue Rules; and

additional lifetime pension benefits determined by increasing the DB Participant's lifetime pension in respect of Pensionable Service prior to January 1, 1990, subject to the limits imposed by Regulation 8504 of the Revenue Rules.

Portability

Definitions and Option to Join

In this Appendix C, the following terms shall, unless the context clearly indicates otherwise, have the following meanings:

"Executive DB Participant" means a DB Participant who is a Senior Vice President or higher, or the equivalent thereof, with the Company or who was an executive defined benefit participant under the PEC Plan.

"Executive DC Participant" means a DC Participant who is a Senior Vice President or higher, or the equivalent thereof, with the Company or who was an executive defined contribution participant under the PEC Plan.

A DB Participant or DC Participant who is also an Executive DB Participant or Executive DC Participant shall be deemed to have been an Executive DB Participant or Executive DC Participant from the earliest of the following dates:

July 1, 1997 if the DB Participant or DC Participant was an executive defined benefit or executive defined contribution participant under the PEC Plan;

January 1, 2002 if the DB Participant or DC Participant was an Executive DB Participant or Executive DC Participant on December 31, 2002; and

in any other case, the date of appointment as a Senior Vice President or higher with the Company, but not sooner than January 1, 2003.

Notwithstanding any provision of the Plan to the contrary, a Senior Vice President or higher, or the equivalent thereof, with the Company shall, with the Company's approval, have the option, at date of hire only, not to join the Plan. An Employee so electing may change his election later, but not retroactively, and join the Plan on the first day of any month coincident with or immediately following his election to join the Plan.

Earnings

the amount of variable pay included in his Earnings in any month shall not exceed the annual maximum pensionable variable pay rate applicable to his position with the Company, as determined from time to time by the Company as at the end of the calendar year preceding the month of payment of such variable pay; and

the number of variable payments included in his Earnings shall not exceed five, and where the number of variable payments included in his Earnings would otherwise exceed five, only the five variable payments, which produce the highest Final Average Annual Earnings determined after the application of subparagraph (a), shall be included in his Earnings.

Transfer of Membership Between Provisions

Definitions

"Former Altana Participant" means a DB Participant who formerly participated in the Altana Exploration Ltd. Employee Retirement Plan and whose defined benefit entitlements thereunder were assumed by the PEC Plan.

"Former CPL Participant" means a DB Participant who formerly participated in the Canadian Pacific Limited Pension Plan and whose defined benefit entitlements thereunder were absorbed into the PEC Plan.

Application

Grandfathering of Altana Pension Formula

Grandfathering of CPL 85-Point Rule

Grandfathering of CPL Indexing

the date on which the Former CPL Participant attained, or would have attained if he had survived, age 65; and

the fifth anniversary of the Former CPL Participant's date of retirement.

such lifetime pension, to a maximum of:

$1,500; plus

75% of the amount of lifetime pension payable to the Former CPL Participant which is in excess of $1,500 and which is in respect of pensionable service recognized under the Canadian Pacific Limited Pension Plan on and after January 1, 2001; by

50% of the annual rate of increase of the Consumer Price Index during the 12-month period ending on the immediately preceding September 30, to a maximum of 3%.