Depositary Agreement

In order to facilitate the transfer of shares, BAE has entered into a custody agreement with the Montreal Trust Trust Company (“Montreal Trust”). BAE shareholders would deposit their shares with Montreal Trust and receive either US$25.25 in cash or US$16.45 in cash and a dividend of US$8.80 $US. Shareholders had until April 5, 2001 to make this choice. A bank deposit agreement for each bank account of each issuer and its subsidiaries, which then exists (with the exception of a bank account held at Hibernia), is duly executed by that issuer and the bank or any other deposit institution with which that bank account is held. The funds that allow ComputerShare to pay BAE shareholders for their shares were provided by ONCAP. The retention agreement provided that Computershare “is not liable for any fault or act or omission, except in cases of negligence or wilful misconduct.” A claim of negligence was therefore admissible under the contract. However, section 13.1 of the agreement stated that the sharing of computers as a custodian “did not agree to any obligations or obligations other than those defined therein or subsequent by [Computershare] and BAE Systems Canada Inc.” Since the retention agreement did not contain any obligation obliging the computer to communicate to ONCAP the amount of money it held, any right to negligence for non-communication of ONCAP was excluded by section 13.1 of the agreement. . . .