Letter of Agreement Outside the Collective Agreement

LETTER OF AGREEMENT OUTSIDE THE COLLECTIVE AGREEMENT: TRANSLATION OF THE PENSION PLAN May 20, 2016

BETWEEN Rolls-Royce Canada Inc. (Hereinafter « the Company » AND International Association of Machinists and Aerospace Workers, Local Lodge 869, District 11 (Hereinafter « the Union »)

Collectively « the Parties »

WHEREAS the official version of the Pension Plan applicable to the Company’s employees represented by the Union is the English version of said Plan, including any modifications made from time to time, that the Company filed with la Régie des rentes du Québec (now known as « Retraite Québec » since January 1, 2016), all in accordance with applicable laws;

AND WHEREAS the Union asked that said Plan be translated so that the Company’s employees and as well as their Union representatives could have access to a non-official French version of said Plan;

AND WHEREAS the Company agrees with the Union’s request;

AND WHEREAS the Parties want to take the necessary steps to avoid any future disagreement which could arise following the translation of said Plan;

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: a) Within a reasonable delay after the ratification of the 2016-2020 collective agreement and after the Pension Committee has approved all of the modification made to said Plan, the Company will take the necessary steps to obtain a professional, exact and faithful translation of said Plan. b) The Company will be responsible for all professional fees associated with the translation of said Plan. c) Once the translators have completed their work and have certified that the non-official French version constitutes an exact and faithful translation of the official English version and the Company has accepted said certification after having completed its own verification, the Company will provide the Union with a copy of the non-official French version. d) Within a reasonable delay thereafter, the Union will be responsible for reviewing the non- official French version and to bring all necessary changes, if any, to the attention of the Company. e) Once the Parties confirm in writing that the non-official French version constitutes an exact and faithful translation of the official English version, the non-official French version will be published by the Company in print and electronic formats. f) The Parties agree and accept that in the event of a future disagreement involving said Plan, the official English version is the only version of said Plan that either one of the Parties has the right to deposit with any administrative and/or legal authority with the mandate to resolve the disagreement, e.g. a Conciliator, Mediator, Arbitrator, Tribunal, Judge, Court, Retraite Québec or another. g) Other than the obligations described above, the Parties agree and accept that the Company has no other obligations of any nature whatsoever towards the employees, the Union and the Plan including any obligations of a legal, contractual, fiduciary, actuarial, fiscal, finance, moral, management or another nature apart from the obligations contained in the official English version of the Plan.

Signed in Lachine, (Quebec), on ______2016.

______Luc De Bellefeuille Sabino Buontempo Local Lodge 869 Rolls-Royce Canada

______Debbie Curotte Michel Dicaire Local Lodge 869 Rolls-Royce Canada

______Luc Frigon Nicholas R. Gaughan Local Lodge 869 Rolls-Royce Canada

______Fréderic Labelle Francois Gentes Local Lodge 869 Rolls-Royce Canada

______Richard D’Arcy Thorpe Lee Fromson Local Lodge 869 Rolls-Royce Canada

______Pierre Brisebois Steven Droz & Associés Inc. AIMTA For Rolls-Royce Canada