Canadian Income Tax Considerations for Nonresidents of Canada

        The following is a summary of the principal Canadian federal income tax consequences generally applicable to the exchange of outstanding notes pursuant to the exchange offer by a holder who at all relevant times, for the purposes of the Income Tax Act (Canada) (the "Act"), is not and is not deemed to be resident of Canada, deals with us at arm's length, holds the outstanding notes and registered notes as capital property and does not use or hold and is not deemed to use or hold the outstanding notes or registered notes in carrying on a business in Canada (a "Holder"). For the purposes of the Act, related persons (as therein defined) are deemed not to deal at arm's length. It is a question of fact whether persons not related to each other deal at arm's length.

        This summary does not address the special tax consequences which may apply to a Holder who is an insurer carrying out business in Canada and elsewhere for the purposes of the Act. This summary is based on the current provisions of the Act and the regulations thereunder, our understanding of the current published administrative and assessing practices of the Canada Revenue Agency, and all specific proposals to amend the act and the regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof. This summary is not exhaustive of all possible Canadian federal income tax considerations and does not otherwise take into account or anticipate changes in the law, whether by judicial, governmental or legislative decisions or action, nor does it take into account tax legislation or considerations of any province or territory of Canada or any jurisdiction other than Canada.

        A Holder who exchanges outstanding notes for registered notes in the exchange offer will not be subject to tax under the Act in respect of such exchange. The payment by Stone Finance II or the guarantor of interest, principal or premium, if any, to a Holder of registered notes will be exempt from Canadian withholding tax. No other tax on income or capital gains will be payable under the Act in respect of the holding, redemption or disposition of registered notes by a Holder.

        This summary is of a general nature only and does not constitute legal or tax advice to any particular Holder. No representation is made with respect to the tax consequences to any particular Holder. Consequently, Holders should consult their own tax advisors with respect to their particular circumstances.

United States Federal Income Tax Considerations

        The following general discussion summarizes certain U.S. federal income tax aspects of the exchange offer to holders of the outstanding notes. This discussion is a summary for general information purposes only, is limited to the federal income tax consequences of the exchange offer, and does not consider all aspects of the outstanding notes and registered notes. This discussion does not consider the impact, if any, of a holder's personal circumstances on the tax consequences of the exchange offer to such holder. This discussion also does not address the U.S. federal income tax consequences to holders subject to special treatment under the U.S. federal income tax laws, such as dealers in securities or foreign currency, tax-exempt entities, banks, thrifts, insurance companies, persons that hold the outstanding notes as part of a "straddle," a "hedge" against currency risk, a "conversion transaction," or other risk reduction transaction, or persons that have a "functional currency" other than the U.S. dollar, and investors in pass-through entities. In addition, this discussion does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction or any federal estate taxes. The discussion below assumes the notes are held as capital assets within the meaning of Internal Revenue Code section 1221.

        This discussion is based upon the Internal Revenue Code, existing and presupposed regulations thereunder, Internal Revenue Service ("IRS") rulings and pronouncements and judicial decisions now

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in effect, all of which are subject to change, possibly on a retroactive basis. We have not and will not seek any rulings or opinions from the IRS or counsel with respect to the matters discussed below. We can give no assurance that the IRS will not take positions concerning the tax consequences of the exchange offer which are different from those discussed herein.

        This discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances of holders. Holders of the outstanding notes are strongly urged to consult their own tax advisors as to the specific tax consequences to them of the exchange offer, including the application of U.S. federal income tax laws, as well as the laws of any state, local or foreign jurisdiction.

        The exchange of outstanding notes for registered notes under the terms of the exchange offer will not constitute a taxable exchange. As a result, (1) a holder will not recognize taxable gain or loss as a result of exchanging outstanding notes for registered notes under the terms of the exchange offer, (2) the holding period of the registered notes will include the holding period of the outstanding notes exchanged for the registered notes and (3) the adjusted tax basis for the registered notes will be the same as the adjusted tax basis, immediately before the exchange, of the outstanding notes exchanged for the registered notes.

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