Applicants, The

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF THE STATUTORY POWERS PROCEDURES ACT, R.S.O. 1990,

CHAPTER S.22, AS AMENDED (the "SPPA")

AND

IN THE MATTER OF

THE APPLICANTS

Order

(Section 147 of the Act and Section 9 of the SPPA)

WHEREAS on September 19, 2008, the Ontario Securities Commission (the "Commission") issued a temporary order pursuant to subsections 127(1), (2) and (5) of the Act (the "Original OSC Order") with respect to the financial sector issuers listed in Schedule A to such order (the "Financial Sector Issuers"), in support of an order made by the United States Securities and Exchange Commission ("SEC") on September 18, 2008 (the "SEC Order");

AND WHEREAS on September 22, 2008, the SEC having issued an amendment to the SEC Order (the "SEC Amending Order") and the Executive Director having applied to the Commission to vary and restate the Original OSC Order to support the changes made by the SEC Amending Order and address certain other technical and operational concerns, the Commission issued an order varying and restating the Original OSC Order (as so amended and restated, the "Temporary OSC Order");

AND WHEREAS certain parties (the "Applicants") have filed an application (the "Application") requesting that the Commission make an order (the "Order"):

(a) pursuant to section 147 of the Act exempting the Applicants from the Temporary OSC Order in order to engage in short sales of shares of certain of the Financial Sector Issuers in connection with the Proposed Transaction (defined below); and

(b) for a decision pursuant to section 9 of the SPPA that the Application and the materials in support thereof be sealed and not publicly disclosed;

AND WHEREAS the Applicants have made certain representations respecting a proposed transaction ("Proposed Transaction") and the Applicants' request for relief;

AND WHEREAS by conducting the Proposed Transaction, one counterparty will be stepping into the position previously held by another counterparty, in respect of a transaction established prior to the date of the Original OSC Order, and as such there will be no change to the economic net short position in the issued share capital of the Financial Sector Issuers;

AND WHEREAS the Commission has considered the Application and the recommendation of the staff of the Commission;

AND WHEREAS the Commission is satisfied that it would not be prejudicial to the public interest to make this Order;

AND WHEREAS the Commission is of the view that by disclosing the Application and the materials in support thereof, intimate financial information may be disclosed and that the desirability of avoiding disclosure thereof in the interests of any person affected or in the public interest outweighs the desirability of adhering to the principle that applications be available to the public;

IT IS ORDERED, pursuant to section 147 of the Act, that short sales by the Applicants made in connection with the Proposed Transaction are exempt from the Temporary OSC Order; and

IT IS ALSO ORDERED, pursuant to section 9 of the SPPA, that the Application and the materials in support thereof be sealed and not publicly disclosed.

DATED at Toronto, this 29th day of September, 2008.

"Lawrence E. Ritchie"

"Patrick J. Lesage"