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  Preferred Shares
  
 

All dividends paid on ATCO Ltd. shares on or after January 1, 2006 are designated "eligible dividends" for Canadian income tax purposes unless ATCO Ltd. indicates otherwise.  You should consult your tax advisor for advice with respect to the income tax consequences of receiving eligible dividends.  Further information regarding the taxation of eligible dividends is also available from the Canada Revenue Agency.


Cumulative Redeemable Preferred Shares, Series 3

Price:
» $25.00 per share par value to yield 5.75% per annum

TSX Symbol:
»
ACO.PR.A

Shares Outstanding as at December 31, 2006:
» 6,000,000

Key Terms:
The 5.75% Cumulative Redeemable Shares, Series 3 (the “Series 3 Preferred Shares”) of ATCO Ltd. (the “Corporation”) will be entitled to fixed cumulative preferential cash dividends, if, as and when declared by the Board of Directors of the Corporation (the “Board of Directors”), at a rate of $1.4375 per share 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 and after December 1, 2008, the Corporation may, at its option: (i) on not less than 30 days’ prior notice, redeem for cash the Series 3 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 December 1, 2008, $25.50 per share if redeemed during the 12 months commencing December 1, 2009 and $25.00 per share if redeemed on and after December 1, 2010, in each case together with all accrued and unpaid dividends to but excluding date of redemption; or (ii) on at least 40 days’ prior notice, subject, if required, to stock exchange approvals, convert all or any of the Series 3 Preferred Shares into Class I Non-Voting Shares of the Corporation.  The number of Class I Non-Voting Shares into which each Series 3 Preferred Share may be so converted will be determined by dividing the then applicable redemption price per Series 3 Preferred Share together with all accrued and unpaid dividends to but excluding the date of conversion by the greater of $2.00 and 95% of the then Current Market Price (as hereinafter defined) of the Class I Non-Voting Shares.  See "Details of the Offering".

The Series 3 Preferred Shares are convertible on and after December 1, 2011 at the holder’s option on the first day of March, June, September and December of each year, on at least 65 days’ prior notice, into that number of Class I Non-Voting Shares determined by dividing $25.00 together with all accrued and unpaid dividends to but excluding the date of conversion by the greater of $2.00 and 95% of the then Current Market Price of the Class I Non-Voting Shares.  If a holder of Series 3 Preferred Shares elects to convert any such shares into Class I Non-Voting Shares, The Corporation may, on at least 40 days’ prior notice to the date of conversion, elect to redeem such Series 3 Preferred Shares for cash or arrange for the sale of such shares to substitute purchasers.  At any time, the Corporation may offer the holders of the Series 3 Preferred Shares the right to convert into a further series of Preferred Shares.

Prospectus:
»
5.75% Cumulative Redeemable Preferred Shares, Series 3

Other Issuances:
»
Canadian Utilities Preferred Shares
» CU Inc. Preferred Shares