SU » Topics » U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This excerpt taken from the SU 6-K filed May 1, 2009.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

        This summary does not address the U.S. federal income tax consequences applicable to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are dealers in securities or currencies or U.S. Holders that are traders in securities that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a "functional currency" other than the U.S. dollar; (e) U.S. Holders subject to the alternative minimum tax provisions of the Code; (f) U.S. Holders that own the Suncor Shares or Petro-Canada Shares (or, following the completion of the Arrangement, Amalco Shares) as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (g) U.S. Holders that acquired the Suncor Shares or Petro-Canada Shares through the exercise of employee stock options or otherwise as compensation for services; (h) U.S. expatriates; and (i) persons that own, or have owned, directly, indirectly or constructively, 5% or more, by voting power or value, of the outstanding equity interests of Suncor or Petro-Canada (or, following the completion of the Arrangement, persons that will own, directly, indirectly or constructively, 5% or more, by voting power or value, of the outstanding equity interests in Amalco). In addition, this summary does not address (i) U.S. Holders that hold the Suncor Shares or Petro-Canada Shares (or, following the completion of the Arrangement, Amalco Shares) other than as a capital asset within the meaning of Section 1221 of the Code, or (ii) Suncor, Petro-Canada, or Amalco. Further, this summary does not address the U.S. federal income tax consequences applicable to a U.S. Holder if, as a result of the Arrangement, such U.S. Holder would receive a number of Amalco Shares that would result in a contravention of the Individual Share Constraint. U.S. Holders that are described in this paragraph should consult their own independent tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences arising from and relating to the Arrangement and the ownership and disposition of Amalco Shares received pursuant to the Arrangement.

        If an entity that is classified as a partnership for U.S. federal income tax purposes holds Suncor Shares or Petro-Canada Shares (or, following the completion of the Arrangement, Amalco Shares), the U.S. federal income tax consequences to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of such partners. Owners of entities that are classified as partnerships for U.S. federal income tax purposes should consult their own tax and investment advisors regarding the U.S. federal income tax consequences arising from and relating to the Arrangement and the ownership and disposition of Amalco Shares received pursuant to the Arrangement.

        In addition, this summary does not address the U.S. gift, inheritance, estate, state, local or non-U.S. tax consequences to U.S. Holders of the Arrangement or of the ownership and disposition of Amalco Shares received pursuant to the Arrangement.

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