1. St’át’imc – BC Hydro Agreement Review and Update: January 2012 1

2. 2 All past, present and future impacts, grievances and claims of the St’át’imc in the Territory related to the planning, placement, construction and ongoing operation of existing BC Hydro Facilities.

3. Settlement Structure A. Agreements with BCH and the Province : 1. Settlement Agreements (territory) o St’át’imc Participating Communities SA(10) o Lil’wat Settlement Agreement o Each with 2 Agreements that are Schedules: Certainty Provisions Agreement and Relations Agreement 2. Community Agreement (on-reserve) o Each Community has one Agreement with Schedules that include: Transmission, Distribution & Road Permits, and Flowage Agreement, CP Agreements 3

4. Settlement Structure (cont’d) B.Internal Agreements Amongst the Communities and the SCC: 1. Two Implementation Agreements - All 11 Communities and the SCC to address implementation of Certainty Agreement and Relations Agreement -10 Participating Communities to address implementation of St’át’imc (PC) Agreement and Trust matters 2. St’át’imc (PC)Trust Agreement - Creates a trust that will receive, invest and distribute all payments made under the St’át’imc (PC) Agreement to the 10 Participating Communities and the SCC. 4

5. Settlement Agreements Which BC Hydro Facilities? All facilities in St’át’imc Territory used or held for use, in connection with the Electricity Business, by BC Hydro at the time of signing the Settlement Agreements including: o Generation- Transmission o Distribution- Communication o Recreation- Other Facilities 5

6. St’át’imc (PC) Settlement Agreement: Parties BC Hydro, the Province, and St’át’imc Chiefs Council and St’át’imc Participating Communities (PC)  N’Quatqua- Samahquam  Sekw’elw’as- Skatin  T’it’q’et- Tsal’alh  Ts’kw’aylaxw- Xaxli’p  Xa’xtsa- Xwisten 6

7. St’át’imc (PC) Settlement Agreement: Financial Consideration One time upfront Nation Payment (which is subject to the Internal Sharing Formula amongst the 10 St’át’imc Participating Communities) Annual Nation Payments for Programs to be delivered by the SCC: a. Environment & Natural Resource b. Heritage & Culture c. Education & Training d. Administration Fund 7

8. St’át’imc (PC) Settlement Agreement: Financial Consideration Annual Nation Payments (which are subject to the Internal Sharing Formula amongst the 10 St’át’imc Participating Communities and the S.A.) New Transmission Line Payments (upfront to 3 Communities who will be granting new ROW across Reserves; and lump sum payment to St’át’imc (PC) when NTL proceeds) NOTE: All of these payments under the St’át’imc (PC) Settlement are made to the St’át’imc (PC) Trust 8

9. St’át’imc (PC) Settlement Flow-though to the 10 Communities As part of the resolution of Territorial impacts, BCH agreed upon an overall compensation amount and the Communities agreed upon the sharing of such compensation; The irrevokable sharing formula that was negotiated amongst the Communities at the SCC level provides for the following sharing of the compensation paid for the impacts of BC Hydro Facilities: 9

10. St’át’imc (PC) Settlement Flow-though to the 10 Communities Tsalalh21% Sekw’elw’as13% T’it’q’it13% Xwisten13% Xaxli’p10% Ts’kw’aylaxw 9% Nquatqua 6% Samahquam 5% Skatin 5% Xa’xtsa 5% 10 Trust 40% Allocation 60% S.A. 17% of 60% Flow-through 83% of 60%

11. St’át’imc PC Settlement Agreement: Operational Changes Generation Operating Regime for Bridge Seton System will include the “St’át’imc Conditions” for o Seton Sockeye Smolt Protection o Seton Lake Levels o Adult Fish Passage o Lower Bridge River Flows St’át’imc Conditions are part of the Bridge River Power Development Water Use Plan BC Hydro and St’át’imc will work together to implement the Water Use Plan and to develop a Watershed Strategic Plan. 11

12. St’át’imc (PC) Settlement Agreement: Southern Communities Grid Connection The southern communities of Samahquam, Skatin and Xa’xtsa are connected to BC Hydro’s transmission system through the construction of two substations and distribution lines to their reserve communities. 12

13. St’át’imc (PC) Settlement Agreement: Relocation of 60L20 Transmission Line Parts of the 60L20 Transmission Line will be relocated away from archaeological and cultural sites affecting Xaxli’p and Xwisten. 13

14. Certainty Provisions Agreement The Parties to this Agreement are: the Province, BC Hydro, the SCC & all 11 St'át'imc Communities; Contains seamless releases from all of the Communities and their members for the past, present and future impacts caused by BC Hydro’s Facilities in all of the territory claimed by the St’át’imc; Provides certainty for all parties regarding BC Hydro’s continued operation and maintenance of the Facilities; Provides for releases, representations and warranties by all Communities and the SCC. 14

15. Relations Agreement The Parties to this Agreement are BC Hydro, the SCC & all 11 St’át’imc Communities Goal is to build a respectful, effective and evolving relationship through the following: o Relations Managers o General Information Sharing o Procedures for Emergencies & Unplanned or Unforeseen Events o Annual Operations Updates o Business Contracting through Direct Awards & Other Opportunities 15

16. Relations Agreement Continued o Employment, Education & Training Plan o Implementation Steering Committee o Protection of Cultural Heritage o Long Term Planning o Bridge Watershed Strategic Plan o Environmental Management & Protection o Processes for New Facilities, New Transmission Line, Removal or Closure of Facilities and Surplus Lands 16

17. Community Agreements Each Community has their own Community Agreement to resolve all on-reserve disputes, grievances and claims related to transmission and distribution works and road access on reserve(s). All of these Agreements provide full and final releases of all claims which the Community has against BC Hydro for their Existing Facilities on their reserves, including BC Hydro’s continued operations. While some Community Agreements are paid upfront, others have up to 25 year payment schedules. 17

18. Community Agreements Scheduled to each Community Agreement are replacement permits for o Distribution and Road Access Permits (s.28) o Transmission Line Easement (s. 35) o Flowage Easement (Tsal’alh and T’it’q’et only) o CP Agreements related to Transmission line Easements (Tsal’alh, Xaxlip and T’it’q’et only) 18

19. Ratification Agreement All of the settlement documents with BC Hydro and the Province were subject to approval by St’át’imc Community Members through a ratification and voting process set out in this Agreement. Results of the vote - 19

20. Two Implementation Agreements One St’át’imc Implementation Agreement will be amongst all 11 Communities and will govern the implementation of the Relations Agreement and the Certainty Provisions. It will also provide mutual releases (Lil’wat release against Trust; 10 Communities release against Lil’wat upfront payment). A second St’át’imc (PC) Implementation Agreement amongst the 10 Communities will govern the implementation of the St’át’imc (PC) Settlement Agreement and provide direction on matters related to the Trust 20

21. St’át’imc (PC) 2011 Trust The Participating Communities created a Trust for the purposes of receiving, investing and administering all of the payments (Legacy Funds) made under the St’át’imc (PC) Settlement Agreement. The Trust will receive on behalf of the Participating Communities the upfront and annual nation payments, the annual program payments and the New Transmission Line Payments The Beneficiaries under the trust are the 10 Participating Communities and the SCC. 21

22. St’át’imc (PC) 2011 Trust The Participating Communities receive monies from the Trust in proportion to the sharing formula discussed earlier and must use these monies for purposes that benefit the Communities. No per capita payments are allowed. The SCC receives monies from the Trust based on submitted budgets which are approved by the SCC and are for either the Programs and any other purposes approved by the SCC that benefit the Communities. No per capita payments are allowed. 22

23. St’át’imc (PC) 2011 Trust Each Community has appointed a Trustee to govern the Trust who cannot be a chief or councillor. An Administrative Trustee has been appointed to assist and oversee the management and distribution of trust funds. 23

24. St’át’imc (PC) 2011 Trust The Trustees, after consultation with the SCC and the Administrative Trustee will choose Investment Manager(s) who will be responsible for investing these monies over the short and long term. As part of the St’át’imc (PC) Settlement Agreement the Participating Communities have agreed that as a minimum in 5 years there will be $15 Million left in the Trust which will stay there and be invested until the end of the Trust. A Trust must be in place until the Facilities are closed or 99 years. 24

25. Proposed Settlement Schedule Present Anticipated Settlement Schedule December 17 2010 Sign the Ratification Agreement and initial all the final draft Agreements, including the Trust and Implementation Agreements. November 2010 Submit Draft Water Use Plan and signed off March 2011 April 11 2011Ratification May 10 2011: All Parties sign the Agreements 25

26. Post agreement transition to Implementation SNH office closure St’át’imc Government Services Incorporation (SGS)January 5 th 2012 Trust Indenture finalized November 2011 Administrative Trustee appointed Trustees appointed for all communities Implementation Manager hired October 31 st, 2011 Relations Manager hired October 31 st, 2011 Shared Work plans outlined by staff and technicians- to be presented April 2012 26

27. SHARED PLANNING for Implementation 27

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35. Continued Communications Joint Venture proposed for St’át’imc & Coppermoon 2011 Website development Branding completed for SGS Meeting with St’át’imc Local Government 35

36. Staff of SGS Director of Operations – Rod Louie Implementation Manager – Ernest Armann Relations Manager – Darryl Peters Administrative Assistant – Margaret Michell Human Resources – Gilda Davis 36

37. St’át’imc BCH Settlement Questions? Confirmation for the community contact letter from C&C? Is the address list current with CM/SGS? What is the communication infrastructure? What is the community Protocol? Communication Protocol? Public Use Management Areas agreement current? General contracts/Direct awards? Stewardship Responsibility Areas identified? Relations Agreement– integration of responsibilities, Reciprocal Responsibilities Ed. & Training notice & help with coordination with community contact Schedules of the community agreement Procedures for Emergencies with BCH? 37