telus_ex4-2.htm


    


     

    Exhibit
4.2

     

    Amended
and Restated Dividend Reinvestment and Share Purchase Plan

     

    An
Overview

     

    The
amended and restated Dividend Reinvestment and Share Purchase Plan (the “Plan”)
of TELUS Corporation (the “Company”) provides a method for eligible registered
holders of Common Shares or Non-Voting Shares to reinvest dividends received on
their Shares into additional Non-Voting Shares under the
Plan.  Participants may also make optional cash payments of not less
than $100 each and not more than $20,000 per calendar year for each eligible
registered holder to be applied to the purchase of additional Non-Voting Shares
under the Plan.  Additional Non-Voting Shares acquired by the Plan
Agent under the Plan may be acquired through the purchase of Non-Voting Shares
in the market, or by the issue of Non-Voting Shares from treasury, as elected by
the Company.  Any Non-Voting Shares issued from treasury for the
reinvestment of dividends may be issued at a discount as determined by the
Company.  Participants under the Plan will not be charged any
brokerage commissions, fees or transaction costs with respect to the acquisition
of Non-Voting Shares under the Plan.  If Non-Voting Shares are issued
from treasury, the Company will receive additional funds to be used for general
corporate purposes.

     

    Plan
Shares held under the Plan will be registered in the name of the Plan Agent and
recorded in separate accounts maintained by the Plan Agent for each
Participant.  The Plan Agent will receive eligible funds, purchase and
hold the Non-Voting Shares purchased under the Plan and report quarterly to
Participants.  Certificates for Plan Shares which have been purchased
for, or are issued by the Company under, the Plan (excluding any fractional
Shares) will be issued to any Participant only upon the written request of the
Participant or the representative of such Participant in the event of the death
of the Participant.

     

    Definitions

     

    Average Market
Price means the weighted average trading price for all trades of
Non-Voting Shares on the Toronto Stock Exchange for the twenty (20) trading days
immediately preceding the Investment Date.

     

    Common Shares
means Common Shares of the Company.

     

    Dividend Payment
Date means the date chosen by the Board of Directors of the Company for
the payment of a cash dividend on Common Shares or Non-Voting
Shares.  For Common Shares and Non-Voting Shares, this historically
has been the first business day of January, April, July and October of each
year.

     

    Dividend Record
Date means the date declared by the Board of Directors of the Company to
determine those shareholders entitled to receive payment of the corresponding
dividend on Common Shares or Non-Voting Shares.  This is expected to
be about three weeks before the corresponding Dividend Payment
Date.

     


    
      
         


      

      
         


        
          

        

      

      
         


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    Investment Date
means, for the reinvestment of dividends on Common Shares or Non-Voting
Shares, the Dividend Payment Date, and for the investment of optional cash
payments, the first business day of each month.

     

    Market
Purchase has
the meaning set forth under "Price of Non-Voting
Shares".

     

    Non-Voting Shares
means the Non-Voting Shares of the Company.

     

    Participant
means a registered holder of Common Shares or Non-Voting Shares electing
to participate in the Plan.

     

    Plan means
TELUS Corporation Amended and Restated Dividend Reinvestment and Share Purchase
Plan.

     

    Plan Agent
means Computershare Investor Services Inc., an independent trust company,
who, on behalf of Participants, administers the Plan.

     

    Plan Shares
means Common Shares and Non-Voting Shares if any, held by the Plan Agent
on behalf of a Participant and credited to the Participant’s account under the
Plan.

     

    Shares
means Common Shares and Non-Voting Shares.

     

    Treasury
Purchase has
the meaning set forth under "Price of Non-Voting
Shares".

     

    Eligible
Shareholders

     

    Any
registered holder of Shares resident in a jurisdiction where the Non-Voting
Shares are qualified for sale is eligible to enroll in the Plan.

     

    Subject
to any restrictions in the laws of their country of residence, shareholders who
are resident outside Canada may participate in the Plan.  However,
dividends to be reinvested by such shareholders who are residents outside of
Canada will continue to be subject to withholding of applicable non-resident tax
and the amount reinvested will be reduced by the amount of the tax
withheld.

     

    A
person who is a beneficial owner but not a registered holder of Shares (e.g.
whose Common Shares or Non-Voting Shares are held by an intermediary and
registered in a nominee account) will be required to transfer those Shares into
the person’s own name or into a specific segregated registered account such as a
numbered account with an intermediary, such as a bank, trust company or
broker.  The beneficial owner must make arrangements with the bank,
trust company or broker in order to participate in the Plan.

     

    Participation
in the Plan

     

    An
eligible shareholder may enroll in the Plan at any time by completing an
Enrollment/Change Form and forwarding it to the Plan Agent.  For
Shares registered in more than one name, all registered holders must sign the
Enrollment/Change Form.  Also, where a shareholder's total holding is
registered in different names, (e.g. full name on some share certificates and
initials and

     


    
      
         


      

      
         


        
          

        

      

      
         


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    surname
on other share certificates), a separate Enrollment/Change Form must be
completed for each style of registration.  If cash dividends from all
shareholdings are to be reinvested under one account, the registration must be
identical.

     

    By
completing the Enrollment/Change Form , the Participant directs the Company to
forward to the Plan Agent, cash dividends less any applicable withholding or
non-resident tax, on all of the Shares registered in such Participant’s name as
specified on the Enrollment/Change Form and directs the Plan Agent to invest
such dividends and any optional cash payments received in Non-Voting Shares
under the Plan for the Participant.

     

    Once
a shareholder has enrolled in the Plan, such shareholder’s participation in the
Plan is continuous until exit from the Plan by a Participant, termination by
such Participant or the Company with respect to a Participant from participation
in the Plan, or termination of the Plan by the Company.  When
enrolling in the Plan, a completed Enrollment/Change Form must be received by
the Plan Agent on or before the Dividend Record Date for the Common Shares or
Non-Voting Shares designated on the Enrollment/Change Form in order for the
corresponding dividends on the Shares to be reinvested in Non-Voting Shares
under the Plan in accordance with such direction and authorization.

     

    For
example, in the case of a cash dividend on Shares payable on July 1st, if an
Enrollment/Change Form designating Shares for dividend reinvestment is received
by the Plan Agent on or before the Dividend Record Date for the cash dividend on
such Shares, the July 1st cash dividend and all subsequent cash dividends on all
Shares registered identically to that shown on the Enrollment/Change Form will
be reinvested under the Plan.  If the Enrollment/Change Form is
received after the Dividend Record Date, the first cash dividend on such Shares
reinvested under the Plan will be the cash dividend on Shares payable (if
declared) on October 1st.

     

    A
Participant may stop all reinvestment of cash dividends on such Participant’s
Common Shares or Non-Voting Shares if the Plan Agent receives written
notification before the Dividend Record Date for the applicable
Shares.  If a Participant has sent in an optional cash payment and
subsequently decides that the Participant does not want it invested into
Non-Voting Shares, the Plan Agent must receive written notification prior to the
next Investment Date.  Any optional cash payments on which investment
has been stopped will be returned to the Participant as soon as practicable
after the written notification has been received.

     

    Optional
Cash Payments

     

    The
option to make cash payments to purchase Non-Voting Shares is available to
Participants provided that optional cash payments made by any Participant shall
not be less than $100 per transaction nor greater than $20,000 per calendar
year.  An optional cash payment may be made by using the Optional Cash
Payment Form, sent to Participants with each quarterly statement.  A
Participant is not obligated to make optional cash payments at any time nor to
send the same amount of money with each Optional Cash Payment Form.

     

    Optional
cash payments received by the Plan Agent on or after an Investment Date will be
invested on the next
Investment Date.

     


    
      
         


      

      
         


        
          

        

      

      
         


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    All
Non-Voting Shares purchased under the Plan with optional cash payments received
by the Plan Agent on or before
a Dividend Record Date for Non-Voting Shares will be entitled to the
dividend on such Non-Voting Shares payable to shareholders of record on that
Dividend Record Date.  Non-Voting Shares purchased after that Dividend Record
Date with optional cash payments received by the Plan Agent under the Plan will
not be entitled to that dividend on such Non-Voting Shares.  Cash
dividends on Plan Shares purchased with optional cash payments, less any
withholding or non-resident tax, will automatically be reinvested.

     

    No
interest will be paid by the Company or the Plan Agent on any funds received
prior to an Investment Date.

     

    Transition
of Amendment and Restatement to Plan

     

    For
continuity of treatment in respect of their dividends and optional cash
payments, Participants in the Amended and Restated Dividend Reinvestment and
Share Purchase Plan of the Company which was effective July 1, 2001 will
automatically be enrolled in the Plan on October 29, 2004, unless such
Participants forward notice to the Plan Agent exiting from that Plan on or
before December 10, 2004.  The Plan accounts of these Participants
will contain the Common Shares, if any, and Non-Voting Shares, including
fractional shares held by such Participant prior to October 29,
2004.  Cash dividends on the Common Shares and/or Non-Voting Shares
held in the Participants’ accounts under the Plan will automatically be
reinvested in the purchase of Non-Voting Shares under the Plan.

     

    The
original Dividend Reinvestment and Share Purchase Plan of the Company provided
for the issue by the Company of Common Shares.  For Participants whose
Plan Shares include Common Shares, the number of Common Shares held under the
Plan will stay the same or be reduced over time, as Participant's exit or
withdraw Common Shares, from the Plan.

     

    Price
of Non-Voting Shares

     

    Non-Voting
Shares to be acquired under the Plan will be, at the Company's election, either
(i) Non-Voting Shares purchased on the open market through the facilities of the
Toronto Stock Exchange ("Market Purchase") or (ii) newly issued Non-Voting
Shares purchased from the Company ("Treasury Purchase").

     

    The
purchase price for Non-Voting Shares acquired under the Plan from the
reinvestment of cash dividends will be:

     

    
      	
              (a)

            	
              in
      the case of a Market Purchase, the average price paid (excluding brokerage
      commissions, fees and transaction costs) per Non-Voting Share by the Plan
      Agent for all Non-Voting Shares purchased in respect of a Dividend Payment
      Date under the Plan, or

            
	 
      	 
      
	
              (b)

            	
              in
      the case of a Treasury Purchase, the Average Market Price less a discount,
      if any, of up to 5%, at the Company's
election.

            


    

     

    The
purchase price for the Non-Voting Shares acquired under the Plan from optional
cash payments will be:

     


    
      
         


      

      
         


        
          

        

      

      
         


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              (a)

            	
              in
      the case of a Market Purchase, the average price paid (excluding brokerage
      commissions, fees and transaction costs) for Non-Voting Shares by the Plan
      Agent for all Non-Voting Shares purchased in respect of an Investment Date
      under the Plan, or

            
	 
      	 
      
	
              (b)

            	
              in
      the case of a Treasury Purchase, the Average Market
  Price.

            


    

     

    The
Company will provide advance notification to Participants if the Non-Voting
Shares will be acquired by way of Market Purchase or Treasury Purchase and if by
Treasury Purchase, any discount offered or any change in the rate of
discount.

     

    Participants
will not be charged any administrative fees or service charges that may be
incurred by the Plan Agent in order to acquire Non-Voting Shares for
Participants’ accounts.

     

    Dividends,
less any applicable withholding or non-resident taxes on Common Shares and
Non-Voting Shares enrolled in the Plan and optional cash payments will be
invested in full, which may result in the acquisition of fractions of a
Non-Voting Share for a Participant’s account under the Plan.  Shares
purchased under the Plan, including fractions calculated to six decimal places,
will be held by the Plan Agent in an account in the Participant's
name.

     

    Statements

     

    Plan
Shares held by the Plan Agent under the Plan will be registered in the name of
the Plan Agent and recorded in a separate account for each
Participant.  The Plan Agent will mail a statement quarterly to each
Participant approximately three weeks following any Investment
Date.  These statements are a Participant's continuing record of cash
dividends received, purchases and withdrawals made, and Common Shares, if any,
and Non-Voting Shares held by the Plan Agent in such Participant’s account under
the Plan.  These statements should be retained for income tax
purposes.  Income tax reporting information will be sent to
Participants annually as required by law.

     

    Certificates
for Plan Shares

     

    Share
certificates for Plan Shares will not be issued to a Participant unless
specifically requested.  This convenience protects against loss, theft
or destruction of share certificates, and reduces administrative
costs.  The number of Plan Shares credited to an account under the
Plan (less any Plan Shares delivered to, or sold on behalf of, the Participant)
will be shown on the Participant's quarterly statement.

     

    A
Participant may, upon prior written request to the Plan Agent, have share
certificates issued and registered in the Participant's name for any number of
whole Plan Shares held in his account under the Plan.  Any remaining
number of whole Plan Shares, and fractions thereof, will continue to be held in
the Participant's account under the Plan.

     

    Accounts
under the Plan are maintained in the names in which certificates of the
Participants were registered at the time they enrolled in the
Plan.  Consequently, certificates for whole Plan Shares issued on
request of a Participant will be similarly registered when issued.

     


    
      
         


      

      
         


        
          

        

      

      
         


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    Sale
of Plan Shares

     

    A
Participant who wishes to sell any number of whole Plan Shares held for that
Participant may request the Plan Agent to sell on such Participant’s behalf a
specified number of whole Plan Shares from the account of such
Participant.  When so requested by a Participant, the Plan Agent will
sell the specified number of whole Plan Shares on behalf of the Participant
through a stock broker designated by the Plan Agent, as soon as practicable
following receipt by the Plan Agent of the Participant's
instructions.  The
proceeds of such sale, less brokerage commissions, administrative fees and
applicable taxes, if any, will be paid to the Participant by the Plan
Agent.  Common Shares or Non-Voting Shares that are to be sold
for a Participant may be commingled with Common Shares or Non-Voting Shares
respectively of other Participants requesting a sale of Plan Shares, in which
case the proceeds to each Participant will be based on the average sale prices
and the average brokerage commissions of all Common Shares or Non-Voting Shares
so commingled.When a Participant withdraws, or requests the Plan Agent to sell
on behalf of such Participant, the balance of the Plan Shares held in the Plan
account for such Participant (except for any fractional Plan Share), the value
of the fraction will be calculated as set out for the treatment of fractional
shares on exiting from the Plan and paid out to the Participant in
cash.

     

    Exit
from the Plan

     

    A
Participant may exit at any time from the Plan by providing written notice to
the Plan Agent.  After the effective date of such exit, cash dividends
will be paid directly to the Participant.  If the notice is received
between a Dividend Record Date and the related Dividend Payment Date, the notice
will not be effective until after the corresponding cash dividend amount has
been reinvested under the Plan.

     

    Upon
exit from the Plan, a Participant may request the Plan Agent to either sell or
issue to the Participant certificates for all the whole Plan Shares held by the
Plan Agent for the Participant’s account.  The exiting Participant
will receive from the Plan Agent a cash payment for the total of (a) the value
of any unsold fractions of Plan Shares in the account for such Participant, (b)
any uninvested cash held for such Participant’s account and (c) if the Plan
Agent was requested to sell the Participant’s Plan Shares, the net proceeds of
the sale, if any, less any applicable withholding or non-resident taxes, fees
and commissions.  If the Participant requested certificates for the
whole Plan Shares held for such Participant’s account, the requested
certificates will accompany the payment.

     

    If
a sale of the Participant’s whole Plan Shares is required by the notice of exit,
or upon notice of termination of the Plan, such sale will be made by the Plan
Agent in the same manner as described above under the heading “Sale of Plan
Shares”.  With respect to any fraction of a Common Share or
Non-Voting Share, the Plan Agent will pay cash less any applicable withholding
or non-resident taxes, based on the market price of the Common Share or
Non-Voting Shares respectively at the time of sale of any remaining whole number
of Common Shares or Non-Voting Shares held in the account for such Participant
or, failing that, the market price of the Common Shares or Non-Voting Shares,
respectively, at the time the certificate is issued.

     
 

    
      
        
           


        

        
           


          
            

          

        

        
           


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    Termination
from the Plan

     

    Participation
in the Plan will be terminated upon receipt by the Plan Agent of a written
notice, satisfactory to the Plan Agent, of the death of a
Participant.  In such case, certificates for the number of whole Plan
Shares in account for such Participant under the Plan will be issued in the name
of the deceased Participant (or another name on receipt of appropriate direction
from the executor or administrator).  The Plan Agent will send such
certificates, together with a cash payment for any uninvested cash, uninvested
dividends on Plan Shares and the value of any fractions of Plan Shares, to the
representative of the deceased Participant.

     

    Participation
in the Plan may be terminated, at the option of the Company, if the number of
Non-Voting Shares purchased through the Plan by a Participant over a period of
twelve consecutive months does not exceed a certain minimum number of whole
Non-Voting Shares determined by the Company, at its discretion, from time to
time.  Initially, this minimum number is set at one whole Non-Voting
Share.  In the event that participation is terminated by the Company
for this reason, share certificates will be issued for all Plan Shares held in
the Participant's account, except for fractions thereof which will be paid to
the Participant in cash, calculated in same manner as set out for the treatment
of fractional shares on exiting from the Plan.

     

    In
the event that a Participant in the Plan becomes ineligible to participate in
the Plan (by change of status or otherwise), the participation of such
Participant will be terminated by the Plan Agent.  In this case, share
certificates for the number of whole Plan Shares held for the account of the
Participant will be issued in the name of the Participant and the Plan Agent
will send the certificates, together with a cash payment for any uninvested
cash, uninvested cash dividends less any withholding or non-resident taxes, on
Plan Shares and the value of any fractions of Plan Shares, to the
Participant.

     

    Participation
in the Plan may be terminated, at the option of the Company, at its sole
discretion, if the number of Shares registered for participation in the Plan by
any Participant fluctuates significantly around Dividend Record Dates on a
regular basis, reflecting an inappropriate use of the Plan.

     

    Voting
of Shares Held by the Plan Agent

     

    Voting
of all Common Shares, if any, and, when applicable, Non-Voting Shares (excluding
any fractions thereof) held in the Participant's account under the Plan will be
voted in accordance with each Participant's proxy.  Common Shares or
Non-Voting Shares for which a proxy is not received will not be
voted.

     

    Rights
Offerings

     

    In
the event the Company makes available to its holders of Common Shares and/or
Non-Voting Shares rights to subscribe for additional Common Shares and/or
Non-Voting Shares or other securities, rights certificates evidencing such
rights will be issued by the Company to each Participant for the number of
Common Shares and/or Non-Voting Shares, as the case may be, (excluding any
fractions thereof) held for the Participant ’s account under the Plan on the
record date of such rights issue.  Rights based on a fraction of a
Common Share and/or Non-Voting

    
 

    
      
         


      

      
         


        
          

        

      

      
         


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    Share
held for a Participant's account will be sold for such Participant by the Plan
Agent and the net proceeds will be invested on the next Investment
Date.

     

    Stock
Dividends and Stock Splits

     

    Any
Common Shares and/or Non-Voting Shares distributed pursuant to a stock dividend
on, or a stock split of, Common Shares and/or Non-Voting Shares respectively
held by the Plan Agent for a Participant under the Plan will be retained by the
Plan Agent and credited, net of any applicable withholding or non-resident
taxes, to the account of the Participant. Certificates for any Common Shares
and/or Non-Voting Shares resulting from a stock dividend on or a stock split of
Common Shares and/or Non-Voting Shares respectively held on the record date by a
Participant outside of the Plan will be mailed directly to the Participant in
the same manner as to shareholders who are not participating in the
Plan.

     

    Responsibilities
of the Company, the Plan Agent and Participants

     

    Neither
the Company nor the Plan Agent shall be liable for any act, or for any omission
to act, in connection with the operation of the Plan including, without
limitation, any claims of liability:

     

    
      	
              (a)

            	
              arising
      out of failure to terminate a Participant's account upon such
      Participant’s death prior to receipt of notice in writing of such
      death;

            
	 
      	 
      
	
              (b)

            	
              with
      respect to the prices at which Non-Voting Shares are issued or at which
      Common Shares or Non-Voting Shares are sold for the Participant’s account
      and the times such purchases or sales are made;

            
	 
      	 
      
	
              (c)

            	
              relating
      to the tax liability of the Participant, or any withholding or any
      non-resident taxes; or

            
	 
      	 
      
	
              (d)

            	
              actions
      taken as a result of inaccurate and incomplete information or
      instructions.

            


    

     

    Participants
should recognize that neither the Company nor the Plan Agent can assure a profit
or protect the Participant against a loss on the Plan Shares held for the
Participant under the Plan.

     

    Amendment,
Suspension or Termination of the Plan

     

    The
terms of this Plan are subject to compliance with all applicable laws,
regulations, rules, orders and policies of all judicial, administrative,
regulatory and government bodies having jurisdiction (collectively,
"Laws").  If any term of the Plan does not comply with any Laws, the
Company reserves the right to suspend, amend or terminate the Plan or any
portion thereof at any time and from time to time, without prior notice, on such
terms as the Company deems necessary to ensure compliance.  The Company
will give to Participants written notice of such amendment, suspension or
termination within a reasonable period of time.  

     

    In
addition, the Company reserves the right to amend,
or terminate the Plan at any time or suspend the Plan or any portion thereof at
any time and from time to time, but
any such action shall not have retroactive effect that would prejudice the
interests of the Participants.  All Participants will be sent written
notice of any such amendment, suspension or termination.

    
 

    
      
         


      

      
         


        
          

        

      

      
         


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    In
the event of termination of the Plan by the Company, certificates for Plan
Shares (excluding any fractions thereof) held for Participants’ accounts under
the Plan and all cash amounts, including but not limited to, net proceeds from
the sale of any fractions of Plan Shares, uninvested optional cash payments or
other moneys will be remitted to the Participants as soon as practicable by the
Plan Agent.  In the event of suspension of the Plan by the Company, no
investment will be made by the Plan Agent on the Investment Date immediately
following the effective date of such suspension.  Any cash held in a
Participant’s account which is not invested as of the effective date of such
suspension and dividends on Common Shares and Non-Voting Shares which are
subject to the Plan and which are paid after the effective date of such
suspension will be remitted by the Plan Agent to the Participants to whom these
are due.

     

     Administration of the
Plan

     

    The
Plan Agent acts as agent for the Participants in the Plan pursuant to an
agreement between the Plan Agent and the Company which may be terminated by
either party at any time, upon provision of reasonable notice to the other
party.  Should the Plan Agent cease to act as agent for Participants,
another Plan Agent will be designated by the Company.

     

    Notices

     

    All
notices, statements, cheques and share certificates will be mailed to a
Participant at the last address recorded in the Plan Agent’s
records.

     

    Notices,
declarations, requests and cheques from a Participant should be delivered or
mailed to the Plan Agent.

     

    Currency

     

    All
monetary amounts identified in the Plan are stated in Canadian
currency.

     

    Effective
Date of the Amended and Restated Plan

     

    This
Amended and Restated Plan is effective as of October 29, 2004.  The
first Investment Date under the Amended and Restated Plan is January 1,
2005.