As filed with the Securities and Exchange Commission on November 4, 2022

Registration No. 333-               

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM S-8 

REGISTRATION STATEMENT 

Under 

the Securities Act of 1933

TELUS Corporation 

(Exact Name of Registrant as Specified in its Charter)

TELUS Corporation
23^rd Floor - 510 West Georgia Street
Vancouver, British Columbia
Canada V6B 0M3
(Address of Principal Executive Offices, including Zip Code)

Performance Share Unit Plan
Restricted Share Unit Plan
TELUS Employee Share Purchase Plan 

(Full title of the plans)

CT Corporation System, 28 Liberty Street 

New York, New York 10005 

(212) 590-9200
(Name, Address and Telephone Number, of Agent for Service)

Copy to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).

PART I
INFORMATION REQUIRED IN THE SECTION 10(A)(3) PROSPECTUS

This Registration Statement (the “Registration Statement”) on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering the offer and issuance of common shares, no par value (the “Common Shares”) of TELUS Corporation (“TELUS,” “we,” “our,” “us” or the “Company”) to certain employees of the Company and/or its subsidiaries under the Company’s Performance Share Unit Plan (as it may be amended from time to time, the “PSU Plan”), Restricted Share Unit Plan (as it may be amended from time to time, the “RSU Plan”), and the TELUS Employee Share Purchase Plan (as it may be amended from time to time, the “ESPP”, and collectively with the PSU Plan and the RSU Plan, the “Plans”).

Pursuant to Part I of Form S-8, the information specified under Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to participants in the respective Plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, when taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

The Commission allows us to “incorporate by reference” into this Registration Statement certain documents that we file with or furnish to the Commission. This means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be an important part of this Registration Statement, and later information that we file with the Commission will automatically update and supersede that information. The following documents, which we have filed with or furnished to the Commission, are specifically incorporated by reference in this Registration Statement:

All other documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and, to the extent designated therein, Reports of Foreign Issuer on Form 6-K furnished by us to the Commission that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under the British Columbia Business Corporations Act (the “BCBCA”), a company may indemnify: (i) a current or former director or officer of that company; (ii) a current or former director or officer of another corporation if, at the time such individual held such office, the corporation was an affiliate of the company, or if such individual held such office at the company’s request; or (iii) an individual who, at the request of the company, held, or holds, an equivalent position in another entity (an “indemnifiable person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative or other legal proceeding or investigative action (whether current, threatened, pending or completed) in which he or she is involved because of that person’s position as an indemnifiable person, unless: (i) the individual did not act honestly and in good faith with a view to the best interests of such company or the other entity, as the case may be; or (ii) in the case of a proceeding other than a civil proceeding, the individual did not have reasonable grounds for believing that the individual’s conduct was lawful. A company cannot indemnify an indemnifiable person if it is prohibited from doing so under its articles or by applicable law. A company may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an indemnifiable person in respect of that proceeding only if the indemnifiable person has provided an undertaking that, if it is ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amounts advanced. Subject to the aforementioned prohibitions on indemnification, a company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an indemnifiable person in respect of such eligible proceeding if such indemnifiable person has not been reimbursed for such expenses, and was wholly successful, on the merits or otherwise, in the outcome of such eligible proceeding or was substantially successful on the merits in the outcome of such eligible proceeding. On application from an indemnifiable person, a court may make any order the court considers appropriate in respect of an eligible proceeding, including the indemnification of penalties imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement.

As permitted by the BCBCA, our articles require that we indemnify our directors, officers, and former directors or officers (and such individuals’ respective heirs and legal representatives), and permit us to indemnify any other person to the extent permitted by the BCBCA.

To the extent permitted by law, we have entered into an indemnification agreement with our directors for liabilities incurred while performing their duties. We also maintain Directors’ & Officers’ Liability and Fiduciary Liability insurance which protects individual directors and officers and the Company against claims made, provided they acted in good faith on behalf of the Company, subject to policy restrictions.

Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, as amended, and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Item 9. Undertakings.

(a)          The Company hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)         To reflect in the prospectus any facts or events after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement;

(iii)         To include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on the 4^th day of November, 2022.

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Darren Entwistle and Doug French, and each of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing), to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting to such attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing appropriate or necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities on the dates indicated, on the 4^th day of November, 2022.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of the Company in the United States, on the 4^th day of November, 2022.

Exhibit 5.1

	Osler, Hoskin & Harcourt llp Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8
	416.362.2111  main
	416.862.6666  facsimile

Montréal

Calgary

New York

Dear Sirs/Mesdames:

Re: Securities Registered under Registration Statement on Form S-8

We have acted as Canadian counsel to TELUS Corporation (the “Corporation”), a corporation governed by the Business Corporations Act (British Columbia) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Corporation on or about November 4, 2022 with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to the offering by the Corporation of up to 24,800,000 common shares of the Corporation (the “Shares”) pursuant to the Corporation’s Performance Share Unit Plan (the “PSU Plan”) and Restricted Share Unit Plan (the “RSU Plan” and, together with the PSU Plan, the “Plans”).

We have examined the Registration Statement, the Plans and all such corporate and public records, statutes and regulations and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered such questions of law as we have considered relevant and necessary in order to give the opinion hereinafter set forth. We have relied, without independent verification, on certificates of public officials and, as to certain factual matters, upon certificates of officers of the Company.

In reviewing the foregoing documents and in giving this opinion, we have assumed the legal capacity of all individuals, the genuineness of all signatures, the veracity of the information contained therein, the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, electronic, photostatic or facsimile copies.

On the basis of the foregoing, we are of the opinion that when the Shares shall have been issued pursuant to the terms of the Plans, the Shares will be validly issued, fully paid and non-assessable.

Page 2

We express no opinion herein as to any laws or any matters governed by any laws other than the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Yours very truly,

/s/ Osler, Hoskin & Harcourt LLP

Osler, Hoskin & Harcourt LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 10, 2022 relating to the financial statements of TELUS Corporation (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in the Annual Report on Form 40-F of the Company for the year ended December 31, 2021.

/s/ Deloitte LLP

Chartered Professional Accountants 

Vancouver, Canada 

November 4, 2022

Exhibit 99.1

Performance Share Unit Plan

TELUS Corporation 

January 1, 2002
(amended and restated 

November 3, 2015 and February 13, 2019)

Contents

Section 1 - Establishment of the Plan and Common Shares Subject to the Plan

TELUS Corporation (the “Company”) established the Executive Stock Unit Plan effective January 1, 2002 which, effective February 8, 2011, was renamed the Performance Stock Unit Plan and amended to include as eligible members certain groups of senior management below the ELT job level who agree to achieve and maintain specified share ownership targets. The Plan was amended and restated as of February 12, 2013 and November 3, 2015 and is further amended and restated and renamed the Performance Share Unit Plan as of February 13, 2019. EPSUs and MPSUs granted as of and prior to any amendment and restatement of the Plan shall continue to be governed by the terms of the Plan in effect prior to such amendment and restatement. The purpose of the Plan is to encourage TELUS team members to demonstrate personal commitment to the Company’s success and further align their interests with that of shareholders through increased share ownership, and to provide team members with an incentive and the opportunity to share in the total shareholder return of the Company in three-year cycles. The Plan is intended to comply with the bonus exception provision in paragraph (k) of the “salary deferral arrangement” definition in subsection 248(1) of the Income Tax Act.

The Company is not required to establish a trust fund or set aside any funds in order to pre-fund or provide security for the benefits described in the Plan.

The Board has approved the initial establishment of the Plan, and delegated to the Committee the authority set forth below.

The Board has delegated to the Committee the authority to alter, amend, replace or revoke the Plan, provided that PSUs already allocated to individual PSU Accounts shall not be diminished or retracted except as expressly set forth in the Plan, but may be replaced with contingent compensation which is as at the time of replacement of at least equal value. The Committee will also have the discretion to make exceptions to the terms of the Plan on an individual or group basis. No change or exception to the terms of the Plan will be made retroactively if it would prejudice the existing rights of a Member under the Plan.

The Committee shall also approve or determine in its sole and absolute discretion whether the benefits payable to a Member under Section 6.01 shall be paid in the form of newly issued Common Shares or cash.

The CEO has authority and discretion over MPSUs as set out in the Plan.

The Company’s senior executive responsible for People and Culture shall administer the Plan.

The Committee will interpret the terms of the Plan and its determinations will be final.

The number of Common Shares reserved for issuance under the Plan pursuant to the settlement of PSUs is: up to 2,400,000 Common Shares.

All Common Shares reserved for issuance hereunder with respect to which a maximum is established are subject to adjustment pursuant to the provisions of Section 9.04. To the extent permitted by any stock exchange on which the Common Shares are listed, any PSUs that terminate for any reason prior to vesting, are cancelled, or are settled in cash instead of in Common Shares, the Common Shares subject to such PSUs shall be added back to the number of Common Shares reserved for issuance under the Plan and such Common Shares will again become available for PSU grants under the Plan. No fractional Common Shares may be issued pursuant to an award of PSUs granted under the Plan.

The total number of Common Shares issuable to Insiders under the Plan, together with Common Shares issuable to Insiders under all other security based compensation arrangements (as defined by the Toronto Stock Exchange), shall not exceed 10% of the issued and outstanding Common Shares and the total number of Common Shares issued to Insiders in any one year period, under the Plan, together with all other security based compensation arrangements, shall not exceed 10% of the issued and outstanding Common Shares.

Section 2 - Definitions

In this Plan, the following terms have the following meanings respectively:

“Allocation Year” means the Fiscal Year in which a PSU Allocation occurs and any PSU Dividend credited to a Member in respect of a PSU Allocation will be deemed to have the same Allocation Year as that PSU Allocation for vesting purposes.

“Beneficiary” means the person last designated by the Member pursuant to Section 9.01 (Beneficiary Designation) to receive payments under the Plan upon the Member’s death, or such other legal representative of the deceased Member’s estate in his, her or its capacity as executor or administrator of the deceased Member’s estate.

“Blackout Period” means a period of time as determined by the Company in which Members are prohibited from trading in Common Shares, and any other time a Member knows of a material fact or material change with respect to the Company that has not been generally disclosed and, by virtue thereof, is prohibited from trading in Common Shares by applicable securities law.

“Board” means the Board of Directors of the Company.

“CEO” means the President and Chief Executive Officer of the Company.

“Change of Control” means the occurrence of any of the following events:

Notwithstanding the foregoing but subject to any Board determination pursuant to Section 2.06(e), a Change of Control shall not be deemed to have occurred by virtue of the consummation of any of the aforementioned transactions or series of integrated transactions immediately following which the record holders of the Voting Securities of the Company immediately prior to such transaction or series of transactions continue to have substantially the same beneficial ownership in an entity which owns, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries immediately following such transaction or series of transactions. For the purposes hereof substantially all of the assets shall mean having a value greater than 90% of the fair market value of the assets of the Company and its Subsidiaries on a consolidated basis determined immediately prior to the completion of such transaction or series of transactions.

For the purposes hereof, acting “jointly or in concert” shall be as determined under or in accordance with the Securities Act (British Columbia) as from time to time amended, varied or re-enacted.

“Committee” means the Human Resources and Compensation Committee of the Board.

“Common Shares” mean the common shares without par value in the capital of the Company or, in the event of any adjustment as provided in Section 9.04, such shares or other securities as a Person shall be entitled to or provided with herein.

“Company” means TELUS Corporation or any successor or assignee thereto or any Person that adopts and assumes the Plan as contemplated herein.

“Continuing Entity” means any corporation, partnership, limited partnership or trust that is a successor to the Company resulting from any reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale, business combination, or similar transactions, series of integrated transactions, involving the Company, its Subsidiaries or its shareholders.

“Date of Termination” of employment means the Member’s last day of active and actual employment with the Company or any TELUS Affiliate employer, whether that day is selected by agreement with the Member, unilaterally by the Company or any TELUS

Affiliate employer or otherwise and whether advance notice (pursuant to contract, common or civil law) is or is not given to the Member and, except if required by applicable employment standards legislation, no period of notice or payment in lieu of notice that is given or ought to have been given to a Member upon termination of the Member’s employment (whether pursuant to contract, common or civil law) which follows or is in respect of a period that follows the Member’s last day of actual and active employment with the Company or any TELUS Affiliate employer shall be deemed to extend the Member’s period of employment for any purpose, including for the purpose of determining any right or entitlement the Member has under the Plan, including any entitlement to vesting or grants under the Plan.

“Disability” means, in respect of a Member, a disability as defined in the Employment Agreement or, in the absence of such a definition, means the inability of the Member to substantially perform the duties and responsibilities of the Member’s employment as a result of illness or injury as determined by the Company or the TELUS Affiliate employer in its discretion.

“Employment Agreement” means, in respect of a Member, the agreement made between the Member and the Company or a TELUS Affiliate which governs the employment of the Member with the Company or the TELUS Affiliate, whether written or oral or both.

“Executive Vice President” means a person who is employed as an executive vice president and is also an appointed officer of the Company.

“ELT” means the Executive Leadership Team of the Company.

“EPSU” means a restricted share unit allocated to an ELT Member pursuant to Section 5.02 (PSU Allocations) or credited to an ELT Member pursuant to Section 5.03 (PSU Dividends).

“EPSU Account” means the account established by the Company in respect of an ELT Member pursuant to Section 5.01 (PSU Accounts) to which EPSU Allocations and PSU Dividends are recorded.

“EPSU Allocations” means the EPSUs referred to in Section 5.02 (PSU Allocations) applied to and recorded in EPSU Accounts.

“Fiscal Year” means January 1 to December 31, or such other fiscal year as the Company may adopt from time to time.

“Income Tax Act” means the Income Tax Act (Canada) and the regulations thereunder as from time to time amended, varied or re-enacted.

“Insider” has the meaning attributed thereto in the Toronto Stock Exchange Company Manual in respect of the rules governing security based compensation arrangements.

“Just Cause” means just cause to terminate the employment of the Member pursuant to the Employment Agreement, or, in the absence of such a definition, means any act or omission, or series of acts or omissions, that would at law permit an employer to terminate the employment of an employee without notice or payment in lieu thereof.

“Member” means an employee of the Company or a TELUS Affiliate whose participation in the Plan is approved in accordance with the terms of the Plan and to whom PSUs are allocated under the Plan.

“MPSU” means a restricted share unit allocated to a non-ELT Member pursuant to Section 5.02 (PSU Allocations) or credited to a non-ELT Member pursuant to Section

5.03 (PSU Dividends).

“MPSU Account” means the account established by the Company in respect of a non- ELT Member pursuant to Section 5.01 (PSU Accounts) to which MPSU Allocations and PSU Dividends are recorded.

“MPSU Allocations” means the MPSUs referred to in Section 5.02 (PSU Allocations) applied to and recorded in MPSU Accounts.

“Person” has the meaning as specified in the Securities Act (British Columbia), as such provision is from time to time amended, varied or re-enacted.

“Plan” means this Performance Share Unit Plan as altered or amended from time to time.

“Publicly Traded Entity” means any corporation, partnership, limited partnership or trust whose Voting Securities are listed on a North American stock exchange.

“PSU” means either an EPSU or a MPSU.

“PSU Account” means either an EPSU Account or a MPSU Account.

“PSU Allocations” means either EPSU Allocations or MPSU Allocations.

“PSU Dividends” means additional PSUs credited as dividend equivalents pursuant to Section 5.03 (PSU Dividends) applied to and recorded in either a Member’s EPSU Account or MPSU Account.

“Retirement” means the Member has ceased active and actual employment and

“Share Value” for PSUs, including PSU Dividends credited in respect of PSUs allocated means the arithmetic average of the daily weighted average price per share for the Common Shares that are traded on the Toronto Stock Exchange (adjusted to exclude block trades representing a single transaction pertaining to the purchase and sale of 25,000 Common Shares or more and trades effected after 4:00 p.m. EST) for the five trading days immediately preceding the Valuation Date or the dividend payment date, as applicable.

“Subsidiary” means any corporation that is a subsidiary of the Company (as such term is defined in the Business Corporations Act (British Columbia), as such provision is from time to time amended, varied or re-enacted) and includes any joint venture, partnership or limited partnership which is directly or indirectly, controlled by the Company.

“Take Over Bid” means a take over bid that is a formal bid, both as defined in the Securities Act (British Columbia) as such provisions are from time to time amended, varied or re-enacted.

“TELUS Affiliate” means any affiliate of TELUS Corporation, as defined by the Business Corporations Act (British Columbia), as such provision is from time to time amended, varied or re-enacted, or any partnership, trust or unincorporated association in which any one or more of TELUS Corporation and its affiliates (as so defined), either alone or together, has a controlling interest. “TELUS Affiliate employer”, with respect to a Member, means the TELUS Affiliate that employs such Member.

“Valuation Date” means the date upon which a Member’s PSUs are valued, being the earliest of:

“Voting Securities” with respect to the Company mean the Common Shares and any other securities of the Company which have the right to vote on the election of directors, and with respect to any Continuing Entity mean for any corporation that is a Continuing Entity, the securities of that corporation that carry the right to vote on the election of directors, and for any other entity that is a Continuing Entity, the securities of that entity which entitle the holders thereof to vote on matters generally relating to that Continuing Entity.

Section headings are for convenience only and shall not be considered as part of the terms and provisions of the Plan. Words in the singular shall include words in the plural and vice versa, unless qualified by context.

Section 3 - EPSUs – Eligibility, Awards, Vesting and Payout

Subject to Section 3.02, the CEO may, in his or her discretion, recommend to the Committee from time to time, and the Committee shall have the authority to approve or determine, based on such recommendation:

The effective date for commencement of participation in the Plan by an ELT Member will be the date determined by the Committee.

EPSU award allocations to the CEO shall be approved by the Board based on the recommendations of the Committee.

Each Member shall continue to participate in the Plan for as long as the Member remains entitled to benefits hereunder, but the body or individual who has authority to determine the eligibility of a person may also determine, at its discretion, that the person should no longer participate in the Plan on a prospective basis.

The CEO shall recommend to the Committee the allocation of EPSUs to each ELT Member in each Fiscal Year[, which allocation shall specify the number, or a methodology for calculating the number, of EPSUs allocated]. After considering such recommendation, the Committee shall approve or determine the EPSU allocations to each ELT Member other than the CEO for each Fiscal Year and shall recommend to the Board the EPSU allocations for the CEO. After considering the Committee’s recommendation, the Board shall approve or determine the EPSU allocation for the CEO for each Fiscal Year.

Subject to Sections 6.02, 6.05 to 6.13 inclusive, and Section 7.01, EPSUs allocated to a Member in an Allocation Year pursuant to Section 5.02 (PSU Allocations) (a) shall vest in the manner set out in the written notice of allocation by the Company to the Member or (b) if the vesting of the EPSUs is not specified in such notice, then such EPSUs shall vest over three consecutive Fiscal Years according to the following schedule:

E.g., 300 EPSUs allocated in 2019 will vest as follows:

100 – November 20, 2019

100 – November 20, 2020

100 – November 20, 2021.        

Section 4 - MPSUs – Eligibility, Awards, Vesting and Payout

The CEO may, in his or her discretion, determine the individuals or groups of management employees of the Company or any TELUS Affiliate below the ELT job level who should be eligible to receive MPSUs. The CEO shall provide to the Committee reports on the total MPSU awards granted.

The effective date for commencement of participation in the Plan by a Member will be the date determined by the CEO.

Each Member shall continue to participate in the Plan for as long as the Member remains entitled to benefits hereunder, but the CEO may determine at his discretion that the person should no longer participate in the Plan on a prospective basis.

CEO shall recommend to the Committee the allocation of MPSUs to non-ELT Members in each Fiscal Year[, which allocation shall specify the number, or a methodology for calculating the number, of EPSUs allocated]. After considering such recommendation, the Committee shall approve or determine the aggregate pool of MPSUs to be allocated to non-ELT Members for each Fiscal Year. The Committee may approve or determine the allocation of MPSUs to any one or more of the non-ELT Members for a Fiscal Year and, subject to any allocation(s) made to non-ELT Members for a Fiscal Year, the CEO may approve or determine the allocation of the remaining MPSUs in the pool among the non-ELT Members for the Fiscal Year.

Subject to Sections 6.02, 6.05 to 6.13 inclusive, and Section 7.01, MPSUs allocated to a Member in an Allocation Year pursuant to Section 5.02 (PSU Allocations) (a) shall vest in the manner set out in the written notice of allocation by the Company to the Member or (b) if the vesting of the MPSUs is not specified in such notice, then such MPSUs shall vest over three consecutive Fiscal Years according to the following schedule:

E.g., 300 MPSUs allocated in 2019 will vest as follows:

100 – November 20, 2019

100 – November 20, 2020

100 – November 20, 2021.        

Section 5 - Performance Share Unit Accounts

The Company shall establish an EPSU Account for each eligible ELT Member, and a MPSU Account for each eligible non-ELT Member in order to record the EPSU Allocations, MPSU Allocations, and corresponding dividends credited thereto pursuant to Sections 5.02 and 5.03 respectively. Until a Member receives a PSU Allocation and the PSU Allocation has vested in accordance with its terms and the terms of the Plan, the Member will not be entitled to any payment, compensation or benefit of any kind of under this Plan.

The Company will allocate to the applicable PSU Account for each Member such number of EPSUs or MPSUs that are granted to the Member from time to time under this Plan in accordance with Section 3.04 or 4.03 respectively. If a Member holds both EPSUs and MPSUs (e.g. if a non-ELT Member becomes an ELT Member, or vice versa), they shall be maintained separately in EPSU and MPSU Accounts.

If there is a declaration of dividends on the Common Shares with a record date on or prior to the Valuation Date, then, on the payment date of the dividend, the Company shall credit the applicable PSU Account of each Member with PSU Dividends in respect of PSUs in the PSU Account on the date of record for the Common Share dividend. PSU Dividends in respect of EPSUs will be credited to the applicable EPSU Account as EPSUs, and PSU Dividends in respect of MPSUs will be credited to the applicable MPSU Account as additional MPSUs. The number of additional PSUs credited to the applicable PSU Account as a PSU Dividend will be determined by multiplying the number of PSUs credited to the applicable PSU Account on the relevant record date by the amount of the dividend paid on each Common Share, and dividing the result by the Share Value on the date that the Common Share dividend is paid. Fractions resulting from the foregoing equation will be computed to four decimal places. There will be no PSU Dividend credited for any PSUs if the date of record for the Common Share dividend is after the Valuation Date for those PSUs, even if those PSUs have not been paid out. For greater certainty, PSU Dividends, if any, will be credited to the applicable PSU Account on the date that the Common Share dividend is paid.

PSU Dividends credited to a Member in respect of a PSU Allocation will vest and be deemed to have the same Allocation Year as the underlying PSU Allocation to which such PSU Dividends relate. No PSU Dividends will be credited to a Member’s PSU Account in relation to PSUs that have been previously forfeited or cancelled or paid out of the Plan.

For example, if a Member is allocated 300 MPSUs in February 2011, and PSU Dividends totalling 20 MPSUs were credited in 2012 for the 200 MPSUs that remain unvested when the MPSU Dividends were credited, the Allocation Year for those 20 MPSUs will be 2011 and they will vest as follows:

10 – November 20, 2012

10 – November 20, 2013.

This example assumes the Member did not defer vesting of the first 100 MPSUs.

EPSUs allocated pursuant to Section 3 to the CEO and any Executive Vice President, including PSU Dividends related to such EPSU, and/or any payment made in cash or issuance of Common Shares hereunder in respect of such EPSU, are subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Company from time to time, as the same may be amended from time to time; provided that this provision shall apply only to EPSUs granted from and after the later of (i) January 1, 2013 or (ii) the date the Member first became any of the CEO or an Executive Vice President, including PSU Dividends relating to such EPSUs (and, for greater certainty shall not apply to any PSU Dividends relating to MPSUs credited to any such Member’s PSU Account prior to such date).

Section 6 - Payment of Benefits

Subject to Sections 6.05 to 6.13, inclusive, upon vesting of a PSU allocated or credited to a Member’s PSU Account, a Member shall be entitled to payment of the vested PSUs within 30 days after the vesting date.

Despite any provision in the Plan to the contrary, in no event will PSUs allocated or credited to a Member’s PSU Account be paid later than December 31 of the second calendar year following the Allocation Year.

Despite Section 6.01 and subject to Schedule A, a Member may elect to defer the vesting of those PSUs that would vest (but for the deferral in this section) in the Allocation Year or in the first Fiscal Year following the Allocation Year, as herein provided.

Except as provided in Sections 6.05 to 6.08, inclusive, if a Member elects and is permitted to defer vesting of any PSUs in the PSU Account, the deferred PSUs will vest on the same date that the last PSUs allocated in respect of the same Allocation Year vest. The value of the deferred PSUs will be the number of deferred PSUs held by the Member multiplied by the same Share Value that applies to those last PSUs.

The request to defer must be made prior to the date the PSUs vest, must be in respect of all of the PSUs that vest at that time under the Plan and must be made in a form and in accordance with timing determined by the Company.

Despite any provision in the Plan to the contrary, in no event will PSUs be paid later than December 31 of the second calendar year following the Allocation Year.

Subject to adjustment under Section 9.04, and subject to any election by the Committee to pay benefits to a Member in the form of Common Shares, the benefits payable to a Member under Section 6.01 shall be paid in the form of cash, net of all applicable withholdings referenced in Section 9.03.

The Committee may, in its sole discretion, elect to pay benefits to a Member in the form of newly issued Common Shares and, if paid in such form, the Member will be issued one newly issued Common Share for each PSU that is payable to the Member. The issue of Common Shares to the Member is conditional upon entering into arrangements satisfactory to the Company for the satisfaction of all applicable withholdings as referenced in Section 9.03. The exercise of the Committee’s discretion to pay benefits in the form of Common Shares may be delegated to the Chair of the Committee and shall be made on or shortly before the Valuation Date of a Member’s PSUs and shall not be exercised during a time when a Blackout Period is in effect. If the Committee has elected to pay benefits to one or more Members in the form of Common Shares, the Committee will not rescind such election during a time when a Blackout Period is in effect.

Unless otherwise determined herein and subject to any election by the Committee to pay the benefits in the form of Common Shares under Section 6.03, the amount of any cash payment to a Member in respect of PSUs will be equal to the number of PSUs in the Member’s PSU Account that are paid in cash multiplied by the Share Value.

Subject to Section 6.05(b)(i), if a Member voluntarily terminates his or her employment with the Company or his or her TELUS Affiliate employer, the unvested PSUs in the Member’s PSU Account as of the earlier of the date that:

are immediately forfeited and any vested PSUs in the Member’s PSU Account shall, subject to Section 6.09, be paid to the Member within 60 days following the Date of Termination of employment. The value of the vested but unpaid PSUs will be as determined by Section 6.04 and by Section 6.02 with respect to vested but unpaid deferred PSUs.

If a Member is terminated from employment by the Company or his or her TELUS Affiliate employer for Just Cause or if Just Cause exists and the Member terminates employment with the Company or his or her TELUS Affiliate employer, including pursuant to Retirement, all vested and unvested PSUs in the Member’s PSU Account including any deferred PSUs are forfeited immediately upon the earlier of the Date of Termination of the Member’s employment for Just Cause or Retirement, as applicable, and no benefits are payable under the Plan.

If a Member is terminated from employment by the Company or his or her TELUS Affiliate employer without Just Cause, whether or not the termination is related to a Change of Control of the Company, the Member shall be entitled to payment in respect of all vested and unvested PSUs in his or her PSU Account, which, subject to Section 6.09, shall be paid within 60 days following the Date of Termination.

The value of the PSUs shall be as determined by Section 6.04, and by Section 6.02 with respect to deferred PSUs.

(c) Termination before Grant

If a Member is terminated under Section 6.05(b)(ii) on the last day of the Fiscal Year or after a Fiscal Year, but prior to the granting of PSUs in respect of that Fiscal Year, then PSUs for that Fiscal Year will be granted in accordance with Section 3.04 or Section 4.03, as applicable. The Committee’s discretion to settle PSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of PSUs and such PSUs may only be settled in cash.

Subject to Section 6.05(b)(i), in the event of a Member’s Retirement the Member shall be entitled to payment in respect of all of the vested and unvested PSUs in his or her PSU Account, which payment, subject to Section 6.09, shall be paid within 60 days after the Date of Termination as a result of Retirement.

The value of the unvested and vested but unpaid PSUs in the PSU Account shall be as determined by Section 6.04, and by Section 6.02 with respect to deferred PSUs.

If a Member’s Retirement occurs on the last day of the Fiscal Year or after a Fiscal Year, but prior to the granting of PSUs in respect of that Fiscal Year, then PSUs for that Fiscal Year will be granted in accordance with Section 3.04 or Section 4.03, as applicable. The Committee’s discretion to settle PSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of PSUs and such PSUs may only be settled in cash.

Upon a Member’s termination as a result of Disability, the Member shall be entitled to payment in respect of all vested and unvested PSUs in his or her PSU Account as of the date the Company or the TELUS Affiliate employer terminates the employment of the Member, which payment, subject to Section 6.09, shall be made within 60 days after the Date of Termination.

The value of the unvested and vested but unpaid PSUs in the PSU Account shall be as determined by Section 6.04, and by Section 6.02 with respect to deferred PSUs.

In the event that the Date of Termination of the Member’s employment as a result of Disability occurs after a Fiscal Year but prior to the granting of PSUs in respect of that Fiscal Year, then PSUs for that Fiscal Year will be granted in accordance with Section 3.04 or Section 4.03, as applicable. The Committee’s discretion to settle PSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of PSUs and such PSUs may only be settled in cash.

Upon a Member’s death, the Member or the Beneficiary shall be entitled to all of the vested and unvested PSUs in his or her PSU Account, which, subject to Section 6.09, shall be paid within 60 days after the date of death.

The value of the unvested and vested but unpaid PSUs in the PSU Account shall be as determined by Section 6.04 and by Section 6.02 with respect to deferred PSUs.

In the event that the death occurs after a Fiscal Year but prior to the granting of PSUs in respect of that Fiscal Year, then PSUs for that Fiscal Year will be granted in accordance with Section 3.04 or Section 4.03, as applicable. The Committee’s discretion to settle PSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of PSUs and such PSUs may only be settled in cash.

If any portion of the period within which a PSU payment must be paid falls within a Blackout Period, then the Company may, at its sole discretion, defer payment of the PSUs to the Member until up to 14 days after the last day of the Blackout Period and the last day of the original period within which the PSU payment was to be made, whichever is later, provided that the payment will be made no later than December 31 of the second year following the Allocation Year. The Company may in its discretion at any time change the vesting date of PSUs to ensure that the PSUs are paid out no later than December 31 of the second year following the Allocation Year.

Despite the foregoing, neither (i) the transfer of a Member from employment with the Company to employment with a TELUS Affiliate employer, nor (ii) the transfer of employment with a TELUS Affiliate employer to employment with the Company or another TELUS Affiliate, will be a termination of employment for the purposes of the Plan. If an entity that is a TELUS Affiliate is sold or otherwise disposed of such that it ceases to be a TELUS Affiliate and a Member becomes or continues to be employed by that entity after the disposition, then in the absence of an express termination of employment the employment of the Member will be deemed to have been terminated without Just Cause as of the date of disposition for the purposes of the Plan.

For the purposes of the Plan, if a Member resigns or retires from employment on a date that is not a Retirement, the resignation or retirement will be treated as a voluntary termination of employment by the Member. If the employment of a Member terminates as a result of the expiry, without renewal or replacement, of a fixed term Employment Agreement, the termination will be treated as a voluntary termination of employment by the Member.

Notwithstanding any other agreement between the Member and the Company or any TELUS Affiliate employer, including any Employment Agreement, except as required by applicable employment standards legislation, the Member will receive no allocation, credit, compensation or damages of any kind in respect of or in lieu of (i) any additional PSUs that may have otherwise been credited or accruing to the Member after the Date of Termination of the Member’s employment, or (ii) the loss of any benefit under this Plan due to the termination of the Member’s employment, including compensation or damages in respect of any PSU award that does not vest or is not awarded as a result of the termination of the Member’s employment with the Company or any TELUS Affiliate employer.

Effective the date that a Member or Beneficiary receives payment of PSUs or the date of forfeiture of PSUs, the Company will deduct from the PSU Account of the Member a number of PSUs equal to the PSUs paid or forfeited.

Section 7 - Change of Control

In the event of the occurrence of Change of Control the Board may in its discretion take one or more of the following actions:

provided that if the Board does not accelerate the vesting of PSUs as part of any determinations made pursuant to subsections (a), (c), (d) or (e) above, if the employment of a Member with the Company or a TELUS Affiliate is terminated without Just Cause, on or before the date which is two years after the date of the Change of Control, all unvested PSUs in that Member’s PSU Account which were granted to that Member prior to the Change of Control shall vest on the Date of Termination, and all PSUs of that Member (including those vested as provided herein) shall be paid within 60 days following the date of termination; and in no event shall any determinations under Section 7.01 be less favourable to the Members than as contained in this proviso. For the purposes hereof “the date of the Change of Control” shall be (a) in the case of a Change of Control contemplated by Section 2.06(b), the date that the Voting Securities are taken up and paid for under the Take Over Bid, (b) in the case of a Change of Control contemplated by Section 2.06(c), the date of the public announcement of the completion of such acquisition by such Person or Persons the acquisition

contemplated by such subsection is announced and (c) in the case of a Change of Control contemplated by Section 2.08(a), 2.08(d) or 2.08(e), the date of completion of such transaction or series of transactions. For greater certainty the provisions of Section 6.05 to 6.08 of the Plan, both inclusive, shall apply with respect to the termination of employment of a Member in any manner other than a termination without Just Cause, as therein provided.

Section 8 - Amendment or Termination of the Plan

Subject to the limitations in Section 1.03(b) and 8.03, the Board reserves the right, at any time and from time to time at its discretion, to amend the terms of the Plan, to terminate the Plan in its entirety, or to change the basis and formula for determining PSU awards. In the event of a termination of the Plan, each Member with PSUs in his or her PSU Account shall be entitled to a payment in respect of all vested and unvested PSUs in his or her PSU Account. Such payment shall be made as reasonably possible after the date of termination of the Plan based on the Share Value, and Members shall accrue no further rights or benefits under the Plan. To the extent that the Plan provides that any rights of amendment may be exercised by the Committee, the Committee shall have such rights as are set forth in the Plan.

Without limiting the generality of Section 8.01, without the approval of the shareholders of the Company, the Board may make amendments to the Plan or any PSU awards as follows:

Only with the approval of the Company’s shareholders, obtained in the manner required by any stock exchange on which the Common Shares are listed, but subject to Section 8.02, the Board may make any material amendments to the Plan or any PSUs granted which material amendments shall include:

Notwithstanding the foregoing, the prior approval, if any, of any stock exchange on which the Common Shares are listed, to any amendment to the Plan shall be required in accordance with the rules of such applicable stock exchange. All amendments to the Plan shall be in compliance with all regulatory requirements applicable thereto.

Section 9 - General Provisions

A Member may designate a Beneficiary to receive PSU payments that become payable under the Plan pursuant to Section 6.08 in the event of Member’s death. A Member may elect to alter or revoke such designation at any time in writing, to be provided to the Company, subject to any applicable legislation.

The existence of the Plan is in no way to be construed as a guarantee of continued employment for any Member, or of entitlement to any future Plan awards, benefits or payments.

Notwithstanding anything to the contrary in the Plan or any PSU Allocation, (a) the Company or the applicable TELUS Affiliate employer shall withhold from any benefits payable under the Plan all federal and provincial taxes and other deductions as required by applicable legislation and is not required to gross-up the amount of benefits payable under the Plan in order to account for any taxes or other obligations and (b) the Member will be responsible for all income tax and other obligations arising from the terms and conditions of the Plan. The Company or the applicable TELUS Affiliate employer may require that a Member pay to the Company or the applicable TELUS Affiliate employer the minimum amount it is obliged to remit to the relevant taxing authority with any such additional payment being due no later than the date on which such amount is required to be remitted to the relevant tax authority. Alternatively, and subject to any requirements or limitations under applicable law, the Company or the applicable TELUS Affiliate employer may (a) withhold such amount from any remuneration or other amount payable by the Company or the applicable TELUS Affiliate employer to the Member, (b) require the sale of a number of Common Shares issued upon payment of PSU benefits to the Member and the remittance to the Company or TELUS Affiliate, as applicable, of net proceeds from such sale sufficient to satisfy such amount or (c) enter into any other suitable arrangements for the receipt of such amount.

Appropriate adjustments to this Plan and to PSUs held in a PSU Account shall be made, and shall be conclusively determined, by the Committee to give effect to adjustments in the number of Common Shares resulting from subdivisions, consolidations, substitutions, or reclassifications of the Common Shares, the payment of stock dividends by the Company on the Common Shares (other than dividends in the ordinary course) or other changes in the capital of the Company, in the same manner as the Common Shares (including any conversion ratio related thereto) are treated as part of that subdivision, consolidation, substitution, or reclassification.

The Plan shall be governed by the laws applicable in the Province of British Columbia and the laws of Canada applicable in British Columbia.

In the event that any provision of the Plan is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other provision of the Plan.

The monetary amounts hereunder shall be in Canadian currency.

Whenever any payment is to be made or action is to be taken on a day which is not a business day, such payment shall be made or such action shall be taken on the next following business day. A “business day” is any day, other than a Saturday or Sunday, on which the principal commercial banks in the city of Vancouver are open for commercial business during normal banking hours.

Unless otherwise determined by the Committee, the Plan shall be unfunded and any obligation to make a payment in the future upon redemption of PSUs will remain an unfunded liability recorded on the books of the Company. To the extent any Member or his or her estate holds any rights with respect to an PSU Allocation, such rights (unless otherwise determined by the Committee) shall be no greater than the rights of an unsecured creditor of the Company.

The existence of any PSUs shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

The value of a PSU is based on the value of a Common Share and is thus not guaranteed. The value of a PSU at the time it becomes payable may be higher or lower than the value at the time it was credited to a Member’s PSU Account under the Plan. No amount will be paid to, or in respect of, a Member under the Plan to compensate for a downward fluctuation in the price of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, a Member for such purpose. No amount will be paid to compensate a Member in respect of (i) any difference between the Share Value and the market price of a Common Share on any date, (ii) any change in the market price of a Common Share from the Valuation Date to the date payment of PSUs is made, (iii) any change in currency exchange rates, or (iv) interest in respect of the period from the Valuation Date to the date payment of PSUs is made.

Under no circumstances shall PSUs be considered Common Shares nor shall they entitle any Member to exercise voting rights or any other rights attaching to the ownership of Common Shares, nor shall any Member be considered the owner of Common Shares by virtue of the award of PSUs.

Each Member shall provide the Company with all information (including personal information) required by the Company in order to administer the Plan. Each Member acknowledges that his or her personal information required in order to administer the Plan may be disclosed to third parties and may be stored in locations inside or outside Canada. Each Member consents to such disclosure and storage and authorizes the Company to make any such disclosure on the Member’s behalf.

By participating in the Plan, each Member consents and agrees (i) to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, grant or award notifications, notices, deferral elections and agreements, and all other forms of communications) in connection with any award made under the Plan; (ii) to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature; and (iii) that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

In the event of a claim or demand for additional tax or statutory remittances, deductions or obligations with respect to payments under the Plan, the Member shall indemnify and save harmless the Company and the TELUS Affiliates from any and all such claims or demands and shall immediately remit such additional amounts as may be determined to be due and provide the Company and the TELUS Affiliates with evidence that he or she has done so.

TELUS may assign this Plan at any time and the Plan shall enure to the benefit of the Company and its successors and assigns. Except for a transfer or assignment to a Beneficiary pursuant to a Beneficiary designation made pursuant to Section 9.01, the rights of a Member under the Plan and any PSU Allocation are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Member. The terms and conditions of the Plan and any PSU Allocation shall be binding on the Member’s Beneficiary and representatives and successors.

Schedule A

Provisions for U.S. Taxpayers

Notwithstanding anything to the contrary in the Plan, the provisions of this Schedule A shall apply to Members who are U.S. Taxpayers (as defined herein) with respect to their PSUs that were not vested before January 1, 2005.

Exhibit 99.2

Restricted Share Unit Plan

TELUS Corporation

April 30, 2003

(amended and restated

November 3, 2015 and February 13, 2019)

Contents

Section 1 - Establishment of the Plan and Common Shares Subject to the Plan

TELUS Corporation (the “Company”) established the Restricted Stock Unit Plan (the “Plan”) effective April 30, 2003 and the Plan has been amended and restated from time to time thereafter including as of February 12, 2013 and November 3, 2015. The Plan is further amended and restated and renamed the Restricted Share Unit Plan as of February 13, 2019 with effect for RSUs granted after such date. RSUs granted as of and prior to any amendment and restatement of the Plan shall continue to be governed by the terms of the Plan in effect prior to such amendment and restatement. The purpose of the Plan is to provide certain executive and management employees of the Company or its Subsidiaries with an incentive and the opportunity to share in the total shareholder return of the Company. The Plan is also designed to promote retention. The Plan is intended to comply with the bonus exception provision in paragraph (k) of the “salary deferral arrangement” definition in subsection 248(1) of the Income Tax Act.

The Company is not required to establish a trust fund or set aside any funds in order to pre- fund or provide security for the benefits described in the Plan.

The CEO shall, at his or her discretion, recommend to the Committee for approval:

and the CEO will report to the Committee all award allocations made under the Plan to such managers where such award allocations are not part of the annual long term incentive compensation program.

The Committee shall approve or determine:

The Committee shall recommend to the Board of Directors of the Company award allocations to the CEO and the aggregate dollar value for RSU allocations to Executive Vice Presidents in conjunction with the annual long term incentive compensation program. The Committee shall also recommend to the Board of Directors the aggregate dollar value of RSUs to be granted to management below Executive Vice Presidents as part of the annual long term incentive compensation program or on an ad hoc basis. The Committee may give to the CEO discretion to determine the mix of RSUs versus options to be granted to individual Executive Vice Presidents as part of their annual long term incentive compensation program.

The Committee shall also have the authority to alter, amend, replace or revoke the Plan, provided that RSUs already allocated to individual RSU Accounts shall not be diminished or retracted except as expressly set forth in the Plan but may be replaced with contingent compensation which is as at the time of replacement of at least equal value. The Committee will also have the discretion to make exceptions to the terms of the Plan on an individual or group basis. No change or exception to the terms of the Plan will be made retroactively if it would prejudice the existing rights of a Member under the Plan.

The Board of Directors of the Company shall grant final approval establishing and adopting the Plan and will approve or determine (i) award allocations and any applicable performance measures or conditions (if any) for awards to the CEO, (ii) the aggregate dollar value of RSU allocations to Executive Vice Presidents in conjunction with the annual long term incentive compensation program; and (iii) the aggregate dollar value of RSU allocations to managers below Executive Vice Presidents in conjunction with the annual long term incentive compensation program.

The Company’s senior executive responsible for People and Culture shall administer the Plan.

The Committee will interpret the terms of the Plan and its determinations will be final.

The number of Common Shares reserved for issuance under the Plan pursuant to the settlement of RSUs is: up to 10,000,000 Common Shares.

All Common Shares reserved for issuance hereunder with respect to which a maximum is established are subject to adjustment pursuant to the provisions of Section 7.04.

To the extent permitted by any stock exchange on which the Common Shares are listed, any RSUs that terminate for any reason prior to vesting, are cancelled, or are settled in cash instead of in Common Shares, the Common Shares subject to such RSUs shall be added back to the number of Common Shares reserved for issuance under the Plan and such Common Shares will again become available for RSU grants under the Plan. No fractional Common Shares may be issued pursuant to an award of RSUs granted under the Plan.

The total number of Common Shares issuable to Insiders under the Plan, together with Common Shares issuable to Insiders under all other security based compensation arrangements (as defined by the Toronto Stock Exchange), shall not exceed 10% of the issued and outstanding Common Shares and the total number of Common Shares issued to Insiders in any one year period, under the Plan, together with all other security based compensation arrangements, shall not exceed 10% of the issued and outstanding Common Shares.

Section 2 - Definitions

In this Plan, the following terms have the following meanings respectively:

“Affiliate” or “Affiliated” has the meaning as specified in, or determined in accordance with, the Business Corporations Act (British Columbia), as such provision is from time to time amended, varied or re-enacted.

“Allocation Notice” means a notice in writing provided or made available to a Member with respect to an RSU Allocation for Performance-Contingent RSUs in such physical or electronic form as the Company shall determine.

“Allocation Year” means the Fiscal Year in which a RSU Allocation occurs and any RSU Dividend credited to a Member in respect of a RSU Allocation will be deemed to have the same Allocation Year as that RSU Allocation for vesting purposes.

“Beneficiary” means the person last designated by the Member pursuant to Section 7.01 (Beneficiary Designation) to receive payments under the Plan upon the Member’s death, or such other legal representative of the deceased Member’s estate in his, her or its capacity as executor or administrator of the deceased Member’s estate.

“Blackout Period” means a period of time as determined by the Company in which Members are prohibited from trading in Common Shares, and any other time a Member knows of a material fact or material change with respect to the Company that has not been generally disclosed and, by virtue thereof, is prohibited from trading in Common Shares by applicable securities law.

“CEO” means the President and Chief Executive Officer of the Company.

“Change of Control” means the occurrence of any of the following events:

Notwithstanding the foregoing but subject to any Board determination pursuant to Section 2.07(e), a Change of Control shall not be deemed to have occurred by virtue of the consummation of any of the aforementioned transactions or series of integrated transactions immediately following which the record holders of the Voting Securities of the Company immediately prior to such transaction or series of transactions continue to have substantially the same beneficial ownership in an entity which owns, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries immediately following such transaction or series of transactions. For the purposes hereof substantially all of the assets shall mean having a value greater than 90% of the fair market value of the assets of the Company and its Subsidiaries on a consolidated basis determined immediately prior to the completion of such transaction or series of transactions.

For the purposes hereof, acting “jointly or in concert” shall be as determined under or in accordance with the Securities Act (British Columbia) as from time to time amended, varied or re-enacted.

“Committee” means the Human Resources and Compensation Committee of the Board of Directors of the Company.

“Common Shares” mean the common shares without par value in the capital of the Company or, in the event of any adjustment as provided in Section 7.04, such shares or other securities as a Person shall be entitled to or provided with herein.

“Company” means TELUS Corporation or any successor or assignee thereto or any Person that adopts and assumes the Plan as contemplated herein.

“Continuing Entity” means any corporation, partnership, limited partnership or trust that is a successor to the Company resulting from any reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, sale, business combination, or similar transactions or series of integrated transactions involving the Company, its Subsidiaries or its shareholders.

“Date of Grant” has the meaning set out in Section 4.02.

“Date of Termination” of employment means the Member’s last day of active and actual employment with the Company or any Subsidiary, whether that day is selected by agreement with the Member, unilaterally by the Company or its Subsidiary or otherwise and whether advance notice (pursuant to contract, common or civil law) is or is not given to the Member and, except if required by applicable employment standards legislation, no period of notice or payment in lieu of notice that is given or ought to have been given to a Member upon termination of the Member’s employment (whether pursuant to contract, common or civil law) which follows or is in respect of a period that follows the Member’s last day of actual and active employment with the Company or any Subsidiary shall be deemed to extend the Member’s period of employment for any purpose, including for the purpose of determining any right or entitlement the Member has under the Plan, including any entitlement to vesting or grants under the Plan.

“Disability” means, in respect of a Member, a disability as defined in the Employment Agreement or, in the absence of such a definition, means the inability of the Member to substantially perform the duties and responsibilities of the Member’s employment as a result of illness or injury as determined by the Company in its discretion.

“Employment Agreement” means, in respect of a Member, the agreement made between the Member and the Company or its Subsidiary, which governs the employment of the Member, whether written or oral or both.

“Executive Vice President” means a person who is employed as an executive vice president and is also an appointed officer of the Company.

“Fiscal Year” means January 1 to December 31, or such other fiscal year as the Company may adopt from time to time.

“Income Tax Act” means the Income Tax Act (Canada) and the regulations thereunder as from time to time amended, varied or re-enacted.

“Insider” has the meaning attributed thereto in the Toronto Stock Exchange Company Manual in respect of the rules governing security based compensation arrangements.

“Just Cause” means just cause to terminate the employment of the Member pursuant to the Employment Agreement, or, in the absence of such a definition, means any act or omission, or series of acts or omissions, that would at law permit an employer to terminate the employment of an employee without notice or payment in lieu thereof.

“Member” means an employee of the Company or its Subsidiaries whose participation in the Plan is approved by the CEO, or approved by the Committee, as provided in Section

1.03 and to whom RSUs are allocated under the Plan.

“Performance-Contingent RSUs” means RSUs which are subject to Performance Criteria.

“Performance Criteria” means such financial and/or personal performance criteria as may be set out in the Allocation Notice with respect to an RSU Allocation to a Member, which may be applied to the Company as a whole, or any division, business unit or function of the Company, either individually, alternatively or in any combination, and measured either in total, incrementally or cumulatively over a specified performance period on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group.

“Performance Ratio” means a percentage rate or weighted average percentage rate, as may be set out in the Allocation Notice with respect to an RSU Allocation to a Member, to be applied as of a Valuation Date of an RSU Allocation upon the achievement of Performance Criteria.

“Person” has the meaning as specified in the Securities Act (British Columbia), as such provision is from time to time amended, varied or re-enacted.

“Plan” means this Restricted Share Unit Plan as altered, amended or restated from time to time.

“Publicly Traded Entity” means any corporation, partnership, limited partnership or trust whose Voting Securities are listed on a North American stock exchange.

“Retirement” means the Member has ceased active and actual employment and

“RSU” means a restricted share unit allocated to a Member pursuant to Section 4.02 (RSU Allocations) or credited to a Member pursuant to Section 4.04 (RSU Dividends).

“RSU Account” means the account established by the Company in respect of a Member pursuant to Section 4.01 (RSU Accounts) to which RSU Allocations and RSU Dividends are recorded.

“RSU Allocations” means the RSUs referred to in Section 4.02 (RSU Allocations) applied to and recorded in RSU Accounts for Members.

“RSU Dividends” means additional RSUs credited as dividend equivalents pursuant to Section 4.04 (RSU Dividends) and recorded in a Member’s RSU Account.

Unless otherwise specified herein, “Share Value” for RSUs, including RSU Dividends credited in respect of any RSUs allocated, means the arithmetic average of the daily weighted average price per share for the Common Shares that are traded on the Toronto Stock Exchange (adjusted to exclude block trades representing a single transaction pertaining to the purchase and sale of 25,000 Common Shares or more and trades effected after 4:00 p.m. EST) for the five trading days immediately preceding the Valuation Date or the dividend payment date, as applicable.

“Subsidiary” means any corporation that is a subsidiary of the Company (as such term is defined in the Business Corporations Act (British Columbia), as such provision is from time to time amended, varied or re-enacted) and includes any joint venture, partnership or limited partnership which is directly or indirectly, controlled by the Company.

“Take Over Bid” means a take over bid that is a formal bid, both as defined in the Securities Act (British Columbia) as such provisions are from time to time amended, varied or re- enacted.

“Valuation Date” means, the date upon which a Member’s RSUs are valued, being the earliest of:

“Voting Securities” with respect to the Company mean the Common Shares and any other securities of the Company which have the right to vote on the election of directors, and “Voting Securities” with respect to any Continuing Entity mean for any corporation that is a Continuing Entity, the securities of that corporation that carry the right to vote on the election of directors, and for any other entity that is a Continuing Entity, the securities of that entity which entitle the holders thereof to vote on matters generally relating to that Continuing Entity.

Section headings are for convenience only and shall not be considered as part of the terms and provisions of the Plan. Words in the singular shall include words in the plural and vice versa, unless qualified by context.

Section 3 – Eligibility

The Committee will approve or determine the Members. The effective date for commencement of participation in the Plan by a Member will be the date determined by the Committee.

Each Member shall continue to participate in the Plan for as long as the Member remains entitled to benefits hereunder, but the Committee may determine that a person should no longer participate in the Plan on a prospective basis.

Section 4 - Restricted Share Unit Accounts

The Company shall establish a RSU Account for each Member in order to record the RSU Allocations and RSU Dividends credited thereto pursuant to Sections 4.02 and 4.04 respectively. Until a Member receives a RSU Allocation and the RSU Allocation has vested in accordance with its terms and the terms of the Plan, the Member will not be entitled to any payment, compensation or benefit of any kind under this Plan.

Where recommended by the CEO and approved or determined by the Committee or Board of Directors, the Company will allocate RSUs to the RSU Account for each Member on the date approved by the Committee or the Board of Directors, as applicable, or such later effective date as the Committee or Board of Directors may specify at the time of such approval (the “Date of Grant”). The number of RSUs to be allocated in any given Allocation Year shall be determined in accordance with Section 4.03.

At the discretion of the Committee, Board of Directors or CEO, as applicable, the number of RSUs each Member may be allocated from time to time will be determined by the Committee, the Board of Directors or CEO having regard to either of the following:

If the Committee, Board of Directors or CEO, as applicable, specifies a particular number of RSUs to be granted, whether or not with a stated dollar value, the number of RSUs granted will be the specified number and no adjustment will be made for any fluctuation in the dollar value before the Date of Grant. If the grant of RSUs is stated to be a dollar value without a specified number of RSUs then, in the absence of any other provision or condition set by the Committee or Board of Directors, the number of RSUs granted will be the dollar value divided by the arithmetic average of the daily weighted average price per share for the Common Shares that are traded on the Toronto Stock Exchange (adjusted to exclude block trades representing a single transaction pertaining to the purchase and sale of 25,000 Common Shares or more and trades effected after 4:00 p.m. EST) for the five trading days immediately preceding the Date of Grant, with fractions computed to four decimal places.

If there is a declaration of dividends on the Common Shares with a record date on or prior to the Valuation Date, then, on the payment date of the dividend, the Company shall credit the RSU Account of each Member with RSU Dividends in respect of RSUs in the RSU Account on the date of record for the Common Share dividend. The number of additional RSUs credited to the RSU Account as an RSU Dividend will be determined by multiplying the number of RSUs credited to the RSU Account on the relevant record date by the amount of the dividend paid on each Common Share, and dividing the result by the Share Value. Fractions will be computed to four decimal places. There will be no RSU Dividend credited for any RSUs if the date of record for the Common Share dividend is after the Valuation Date for those RSUs, even if those RSUs have not been paid out. For greater certainty, RSU Dividends, if any, will be credited to the applicable RSU Account on the date that the Common Share dividend is paid.

RSU Dividends credited to a Member’s RSU Account shall vest in the same manner, at the same time and in the same proportion as the underlying RSUs to which such RSU Dividends relate. No RSU Dividends will be credited to a Member’s RSU Account in relation to RSUs that have been previously forfeited or cancelled or paid out of the Plan.

RSUs allocated pursuant to Section 4.02 to the CEO and any Executive Vice President, including RSU Dividends related to such RSUs, and/or any payment made in cash or issuance of Common Shares hereunder in respect of such RSUs, are subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Company from time to time, as the same may be amended from time to time; provided that this provision shall apply only to RSUs granted from and after the later of (i) January 1, 2013 or (ii) the date the Member first became any of the CEO or an Executive Vice President, including RSU Dividends relating to such RSUs (and, for greater certainty shall not apply to any RSU Dividends relating to RSUs credited to any such Member’s RSU Account prior to such date).

Section 5 - Payment of Benefits

Subject to Sections 5.02, 5.06 to 5.11 inclusive and subject to other or different terms approved by the Committee or Board of Directors at the time of the allocation and set out in the Allocation Notice or at any time thereafter a Member shall become vested in those RSUs allocated pursuant to Section 4.02 in an Allocation Year on November 20 of the second fiscal year following the Allocation Year.

In the event of the occurrence of Change of Control the Board may in its discretion take one or more of the following actions:

provided that if the Board does not accelerate the vesting of RSUs as part of any determinations made pursuant to subsections 5.05(a), 5.02(c), 5.02(d) or 5.02(e) above, if the employment of a Member with the Company or any Subsidiary is terminated without Just Cause, on or before the date which is two years after the date of the Change of Control, all unvested RSUs in that Member’s RSU Account which were granted to that Member prior to the Change of Control shall vest on the Date of Termination, the Performance Ratio applicable to Performance-Contingent RSUs shall be deemed to be 100% and all RSUs of that Member (including those vested as provided herein) shall be paid within 60 days following the Date of Termination; and in no event shall any determinations under Section 5.02 be less favourable to the Members than as contained in this proviso. For the purposes hereof “the date of the Change of Control” shall be (a) in the case of a Change of Control contemplated by Section 2.07(b), the date that the Voting Securities are taken up and paid for under the Take Over Bid, (b) in the case of a Change of Control contemplated by Section 2.07(c), the date of the public announcement of the completion of such acquisition by such Person or Persons the acquisition contemplated by such subsection is announced and (c) in the case of a Change of Control contemplated by Section 2.07(a), 2.07(d)or 2.07(e), the date of completion of such transaction or series of transactions. For greater certainty the provisions of Sections 5.06 to 5.09 of the Plan, both inclusive, shall apply with respect to the termination of employment of a Member in any manner other than a termination without Just Cause, as therein provided.

Subject to Sections 5.06 to 5.14 inclusive, the RSUs allocated or credited to a Member’s RSU Account shall, subject to Section 5.10, be payable to the Member within 30 days after the date that those RSUs vest in the Member in accordance with Section 5.01 above.

Notwithstanding any provision in the Plan to the contrary, in no event will RSUs allocated or credited to a Member’s RSU Account be paid later than December 31 of the second calendar year following the Allocation Year.

Subject to adjustment under Section 5.02 and subject to any election by the Committee to pay benefits to a Member in the form of Common Shares, the benefits payable to a Member under Section 5.03 shall be paid in the form of cash, net of all applicable withholdings as referenced in Section 7.03.

The Committee may, in its sole discretion, elect to pay benefits to a Member in the form of newly issued Common Shares and, if paid in such form, the Member will be issued one newly issued Common Share for each RSU that is payable to the Member. The issue of Common Shares to the Member is conditional upon entering into arrangements satisfactory to the Company for the satisfaction of all applicable withholdings as referenced in Section 7.03. The exercise of the Committee’s discretion to pay benefits in the form of Common Shares may be delegated to the Chair of the Committee and shall be made on or shortly before the Valuation Date of a Member’s RSUs and shall not be exercised during a time when a Black-out Period is in effect. If the Committee has elected to pay benefits to one or more Members in the form of Common Shares, the Committee will not rescind such election during a time when a Black-out Period is in effect.

Unless otherwise determined herein, and subject to any election by the Committee to pay the benefits in the form of Common Shares under Section 5.04, the amount of any cash payment to a Member in respect of RSUs which are not Performance-Contingent RSUs will be equal to the number of RSUs in the Member’s RSU Account that are paid in cash multiplied by the Share Value, with fractions computed to four decimal places.

With respect to Performance-Contingent RSUs, prior to making any payment in respect of such RSU Allocation:

Unless otherwise determined herein and subject to any election by the Committee to pay the benefits in Common Shares under Section 5.04, the amount of any cash payment to a Member in respect of the Performance-Contingent RSUs will be equal to the number of such RSUs in the Member’s RSU Account after giving effect to clauses (i) and (ii) above that are paid in cash multiplied by the Share Value.

Subject to Section 5.06(b)(i), if a Member voluntarily terminates his or her employment with the Company or its Subsidiaries, any unvested RSUs in the Member’s RSU Account as of the earlier of the date that:

If a Member is terminated from employment by the Company or its Subsidiaries for Just Cause or if Just Cause exists and the Member terminates employment with the Company or its Subsidiaries, including pursuant to Retirement, all vested and unvested RSUs in the Member’s RSU Account are forfeited immediately upon the earlier of the Date of Termination of the Member’s employment for Just Cause or Retirement, as applicable, and no benefits are payable under the Plan.

If a Member is terminated from employment by the Company or its Subsidiaries without Just Cause, whether or not the termination is related to a Change of Control of the Company, then the Member shall be entitled to payment in respect of RSUs in his or her RSU Account which have vested as of the Date of Termination. The value of such vested but unpaid RSUs shall be as determined by Section 5.05.

Payment in respect of the Member’s vested RSUs shall be made within 60 days following the Date of Termination of the Member’s employment without Just Cause but all unvested RSUs are forfeited on such Date of Termination.

Subject to Section 5.06(b)(i), in the event of a Member’s Retirement, the Member shall:

If a Member’s Retirement occurs on the last day of the Fiscal Year or after a Fiscal Year, but prior to the granting of RSUs in respect of that Fiscal Year, then RSUs for that Fiscal Year may be granted at the discretion of the Committee in accordance with Section 4.03 and if granted shall be treated as unvested. The Committee’s discretion to settle RSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of RSUs and such RSUs may only be settled in cash.

In the event of a Member’s termination as a result of Disability, the Member shall:

In the event that the Date of Termination of the Member’s employment as a result of Disability occurs after a Fiscal Year but prior to the granting of RSUs in respect of that Fiscal Year, then RSUs for that Fiscal Year may at the discretion of the Committee be granted in accordance with Section 4.03 and if granted shall be treated as unvested. The Committee’s discretion to settle RSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of RSUs and such RSUs may only be settled in cash.

Upon a Member’s death, the Performance Ratio for any unvested Performance-Contingent RSUs shall be deemed to be 100% and the Member or the Beneficiary shall be entitled to all of the vested and unvested RSUs in his or her RSU Account, which, subject to Section 5.10, shall be paid within 60 days after the date of death.

The value of the unvested and vested but unpaid RSUs in the RSU Account shall be as determined by Section 5.05.

In the event that the death occurs after a Fiscal Year but prior to the granting of RSUs in respect of that Fiscal Year, then RSUs for that Fiscal Year may be granted at the discretion of the Committee in accordance with Section 4.03 and if granted shall be treated as unvested. The Committee’s discretion to settle RSUs in the form of newly issued Common Shares pursuant to Section 6.03 shall not apply to any such grant of RSUs and such RSUs may only be settled in cash.

If any portion of the period within which a RSU payment must be paid falls within a Blackout Period, then the Company may, at its sole discretion, defer payment of the RSUs to the Member until up to 14 days after the last day of the Blackout Period or the last day

of the original period within which the RSU payment was to be made, whichever is later, provided that the payment will be made no later than December 31 of the second calendar year following the Allocation Year. The Company may in its discretion at any time change the vesting date of RSUs to ensure that the RSUs are paid out no later than December 31 of the second calendar year following the Allocation Year.

Despite the foregoing, the transfer of a Member to employment with the Company or to employment with another entity that is a Subsidiary of or Affiliated with the Company will not be a termination of employment for the purposes of the Plan. If an entity that is a Subsidiary of or Affiliated with the Company is sold or otherwise disposed of such that it ceases to be a Subsidiary of or Affiliated with the Company and a Member becomes or continues to be employed by that entity after the disposition, then, in the absence of an express termination of employment, the employment of the Member will be deemed to have been terminated without Just Cause as of the date of disposition for the purposes of the Plan.

For the purposes of the Plan, if a Member resigns or retires from employment on a date that is not a Retirement, the resignation or retirement will be treated as a voluntary termination of employment by the Member. If the employment of a Member terminates as a result of the expiry, without renewal or replacement, of a fixed term Employment Agreement, the termination will be treated as a voluntary termination of employment by the Member.

Notwithstanding any other agreement between the Member and the Company or its Subsidiaries, including any Employment Agreement, except as required by applicable employment standards legislation, the Member will receive no allocation, credit, compensation or damages of any kind in respect of or in lieu of (i) any additional RSUs that may have otherwise been credited or accruing to the Member after the Date of Termination of the Member’s employment, or (ii) the loss of any benefit under this Plan due to the termination of the Member’s employment, including compensation or damages in respect of any RSU award that does not vest or is not awarded as a result of the termination of the Member’s employment with the Company or its Subsidiaries.

Effective the date that a Member or Beneficiary receives payment of RSUs or the date of forfeiture of RSUs, the Company will deduct from the RSU Account of the Member a number of RSUs equal to the RSUs paid or forfeited.

Section 6 – Amendment or Termination of the Plan

Subject to the limitations in Section 1.03(b) and Section 6.03, the Board reserves the right, at any time and from time to time at its discretion, to amend the terms of the Plan or to terminate the Plan in its entirety. In the event of a termination of the Plan, each Member with RSUs in his or her RSU Account shall be entitled to a payment in respect of all vested and unvested RSUs in his or her RSU Account and for purposes of any unvested Performance-Contingent RSUs in his or her RSU Account the Performance Ratio shall be deemed to be 100%. Such payment shall be made as soon as reasonably possible after the date of termination of the Plan based on the Share Value at the time of that termination, and Members shall accrue no further rights or benefits under the Plan. To the extent that the Plan provides that any rights of amendment may be exercised by the Committee, the Committee shall have such rights as are set forth in the Plan.

Without limiting the generality of Section 6.01, without the approval of the shareholders of the Company, the Board may make amendments to the Plan or any RSU awards as follows:

Only with the approval of the Company’s shareholders, obtained in the manner required by any stock exchange on which the Common Shares are listed, but subject to Section 6.02, the Board may make any material amendments to the Plan or any RSUs granted which material amendments shall include:

Notwithstanding the foregoing, the prior approval, if any, of any stock exchange on which the Common Shares are listed, to any amendment to the Plan shall be required in accordance with the rules of such applicable stock exchange. All amendments to the Plan shall be in compliance with all regulatory requirements applicable thereto.

Section 7 - General Provisions

A Member may designate a Beneficiary to receive RSU payments that become payable under the Plan pursuant to Section 5.09 in the event of a Member’s death. A Member may elect to alter or revoke such designation at any time in writing, to be provided to the Company, subject to any applicable legislation.

The existence of the Plan is in no way to be construed as a guarantee of continued employment for any Member, or of entitlement to any future Plan awards, benefits or payments.

Notwithstanding anything to the contrary in the Plan or any RSU Allocation, (a) the Company or the applicable Subsidiary employer shall withhold from any benefits payable under the Plan all federal and provincial taxes and other deductions as required by applicable legislation and is not required to gross-up the amount of benefits payable under the Plan in order to account for any taxes or other obligations and (b) the Member will be responsible for all income tax and other obligations arising from the terms and conditions of the Plan. The Company or the applicable Subsidiary employer may require that a Member pay to the Company or the applicable Subsidiary employer the minimum amount it is obliged to remit to the relevant taxing authority with any such additional payment being due no later than the date on which such amount is required to be remitted to the relevant tax authority. Alternatively, and subject to any requirements or limitations under applicable law, the Company or the applicable Subsidiary employer may (a) withhold such amount from any remuneration or other amount payable by the Company or the applicable Subsidiary employer to the Member, (b) require the sale of a number of Common Shares issued upon payment of RSU benefits to the Member and the remittance to the Company or Subsidiary, as applicable, of net proceeds from such sale sufficient to satisfy such amount or (c) enter into any other suitable arrangements for the receipt of such amount.

Appropriate adjustments to this Plan and to RSUs held in an RSU Account shall be made, and shall be conclusively determined, by the Committee to give effect to adjustments in the number of Common Shares resulting from subdivisions, consolidations, substitutions, or reclassifications of the Common Shares, the payment of stock dividends by the Company on the Common Shares (other than dividends in the ordinary course) or other changes in the capital of the Company, in the same manner as the Common Shares (including any conversion ratio related thereto) are treated as part of that subdivision, consolidation, substitution, or reclassification.

The Plan shall be governed by the laws applicable in the Province of British Columbia and the laws of Canada applicable in British Columbia.

In the event that any provision of the Plan is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other provision of the Plan.

The monetary amounts hereunder shall be in Canadian currency.

Whenever any payment is to be made or action is to be taken on a day which is not a business day, such payment shall be made or such action shall be taken on the next following business day. A “business day” is any day, other than a Saturday or Sunday, on which the principal commercial banks in the city of Vancouver are open for commercial business during normal banking hours.

Unless otherwise determined by the Committee, the Plan shall be unfunded and any obligation to make a payment in the future upon redemption of RSUs will remain an unfunded liability recorded on the books of the Company. To the extent any Member or his or her estate holds any rights with respect to an RSU Allocation, such rights (unless otherwise determined by the Committee) shall be no greater than the rights of an unsecured creditor of the Company.

The existence of any RSUs shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

The value of a RSU is based on the value of a Common Share and is thus not guaranteed. The value of a RSU at the time it becomes payable may be higher or lower than the value at the time it was credited to a Member’s RSU Account under the Plan. No amount will be paid to, or in respect of, a Member under the Plan to compensate for a downward fluctuation in the price of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, a Member for such purpose. No amount will be paid to compensate a Member in respect of (i) any difference between the Share Value and the market price of a Common Share on any date, (ii) any change in the market price of a Common Share from the Valuation Date to the date payment of RSUs is made, (iii) any change in currency exchange rates, or (iv) interest in respect of the period from the Valuation Date to the date payment of RSUs is made.

Under no circumstances shall RSUs be considered Common Shares nor shall they entitle any Member to exercise voting rights or any other rights attaching to the ownership of Common Shares, nor shall any Member be considered the owner of Common Shares by virtue of the award of RSUs.

Each Member shall provide the Company with all information (including personal information) required by the Company in order to administer the Plan. Each Member acknowledges that his or her personal information required in order to administer the Plan may be disclosed to third parties and may be stored in locations inside or outside Canada. Each Member consents to such disclosure and storage and authorizes the Company to make any such disclosure on the Member’s behalf.

By participating in the Plan, each Member consents and agrees (i) to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, grant or award notifications, notices, and all other forms of communications) in connection with any Award made under the Plan; (ii) to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature; and (i) that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

In the event of a claim or demand for additional tax or statutory remittances, deductions or obligations with respect to payments under the Plan, the Member shall indemnify and save harmless the Company from any and all such claims or demands and shall immediately remit such additional amounts as may be determined to be due and provide the Company with evidence that he or she has done so.

TELUS may assign this Plan at any time and the Plan shall enure to the benefit of the Company and its successors and assigns. Except for a transfer or assignment to a Beneficiary pursuant to a Beneficiary designation made pursuant to Section 7.01, the rights of a Member under the Plan and any RSU Allocation are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Member. The terms and conditions of the Plan and any RSU Allocation shall be binding on the Member’s Beneficiary and representatives and successors.

Schedule A

Terms Applicable to U.S. Taxpayers

Notwithstanding anything to the contrary in the Plan, the provisions of this Schedule A shall apply to Members who are U.S. Taxpayers (as defined herein) with respect to their Restricted Share Units that were not vested before January 1, 2005.

1.            “U.S. Taxpayer” means a Member who is a U.S. citizen, U.S. permanent resident or U.S. tax resident for the purposes of the U.S. Internal Revenue Code (the “Code”) whose award of Restricted Share Units under this Plan would be subject to U.S. taxation under the Code. Such Member shall be considered a U.S. Taxpayer solely with respect to such awards.

2.            “Section 409A” means Section 409A of the Code and the authority and guidance issued thereunder.

3.            No Election to Defer Restricted Share Units. Notwithstanding any provision of the Plan to the contrary, no U.S. Taxpayer may elect to defer receipt of payment of his or her vested RSU Account.

4.            Distributions to U.S. Taxpayers. Notwithstanding any other provisions in the Plan to the contrary, all payments in respect of a U.S. Taxpayer’s Restricted Share Units shall be paid within 30 days following their original vesting date (i.e. on November 20 of the second fiscal year following the Allocation Year pursuant to Section 5.01 of the Plan, or the date otherwise determined and set out in a written Allocation Notice), but in no event later than December 31 of the second year following the Allocation Year.

5.            Plan Termination. No provision of the Plan or amendment to, or termination of, the Plan may permit the acceleration of payments under the Plan to U.S. Taxpayers contrary to the provisions of Section 409A.

6.            Compliance with Section 409A. The intent of the Company is that payments under this Plan (including all attachments, exhibits and annexes) comply with Section 409A, to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Plan shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, a U.S. Taxpayer shall not be considered to have terminated employment with the Company for purposes of this Plan until such U.S. Taxpayer would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Any payments described in this Plan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Each amount to be paid to a U.S. Taxpayer pursuant to this Plan that constitutes deferred compensation subject to Section 409A shall be construed as a separate identified payment for purposes of Section 409A. Notwithstanding anything to the contrary in this Plan, to the extent that any payments to be made upon separation form service to a U.S. Taxpayer who is considered a “specified employee” for purposes of Section 409A and would result in the imposition of any individual penalty tax imposed under Section 409A, the payment shall instead be made on the first business day after the earlier of (i) the date that is six (6) months following such separation from service, (ii) that U.S. Taxpayer’s death, and (iii) 30 days following the original vesting date (i.e., on November 20 of the second fiscal year following the Allocation Year pursuant to Section 5.01 of the Plan, or the date otherwise determined and set out in a written Allocation Notice).

Exhibit 99.3

TELUS Corporation

TELUS 

EMPLOYEE SHARE PURCHASE PLAN

PLAN TERMS

Amended and Restated as of August 2, 2018

TABLE OF CONTENTS

TELUS EMPLOYEE SHARE PURCHASE PLAN

This Plan is amended and restated as of August 2, 2018, as approved by the Board on August 2, 2018. This Plan was previously amended and restated as of February 8, 2017.

ARTICLE 1
INTERPRETATION

For purposes of this Plan, the expressions set forth below shall have the following meanings: “Act” means the Income Tax Act (Canada), as amended from time to time;

“Administrator” means the person or persons appointed from time to time by the Company to administer the Plan;

“Beneficiary” means any person or persons designated by a Participant in an enrollment form, in the form provided from time to time by an Employee, to receive benefits hereunder in the event of the death of such Participant and as described in Section 4.4;

“Business Day” means any day that is not a Saturday, a Sunday or a statutory holiday in the province in which the Administrator is located, and if there are one or more Administrators, the province in which the Administrator designated by the Company for any Participant or group of Participants is located;

“Common Shares” mean Common Shares without par value in the capital of the Company;

“Company” means TELUS Corporation, a company incorporated under the laws of the Province of British Columbia;

“Effective Date” means February 1, 1999;

“Eligible Compensation” means the regular salary of a Participant plus the annual cash performance bonus of such Participant, together with any bonuses or sales commission paid by the Company to a Participant, but does not include any payment for overtime, long-term disability payments, premium payments, differentials, achievement award payments or any special compensation;

“Employee” or “Employees” means any person or persons, including officers of an Employer, on the payroll of an Employer resident or located in Canada, excluding contract employees;

“Employer” means the Company, any of its wholly-owned subsidiaries or such other corporation or entity as may from time to time be designated by the Administrator and approved by the Company. References herein to “an Employer” or “the Employer” shall be references to each Employer in the context of the Employees or Participants of such Employer;

“Employer Contributions” mean contributions made by the Company or an Employer pursuant to Section 5.1 of this Plan;

“Enrollment Date” means, in respect of an Employee, the date of enrollment or reenrollment as a Participant in the Plan, as the case may be, which date shall be the first day of the pay period on which Participant Contributions to this Plan initially commence or re-commence after a designated period following a suspension or termination from the Plan pursuant to any of Sections 4.1(c), 6.8(a), 6.9 or 6.10. If a Participant has been a participant in a Predecessor Plan and has not been suspended or terminated from the Plan in accordance with Sections 4.1(c), 6.8(a), 6.9 or 6.10, the date of enrollment in that Predecessor Plan shall be deemed to be the date of enrollment in this Plan.

“Forfeiting Participant” has the meaning set out in Section 5.3 of this Plan;

“Investment Date” means one or more Business Days within 5 Business Days of any payroll date on which investments are made pursuant to Section 6.1 of this Plan;

“New Unvested Shares” has the meaning set out in Section 5.3 of this Plan;

“Participant” means an Employee who complies with the provisions of Article 3 hereof, is designated by his/her Employer as a Participant pursuant to Article 3 hereof and executes an enrollment form in the form provided from time to time by an Employer;

“Participant Account” means an account maintained by the Record Keeper in the name of each Participant to account for Employer Contributions and Participant Contributions made in respect of each Participant and any income or loss arising from the investment of such Employer Contributions and Participant Contributions and includes the RRSP account, if any, registered in the name of such Participant;

“Participant Account Assets” mean securities and other assets held from time to time in a Participant Account;

“Participant Contributions” mean contributions made by a Participant on his or her own behalf pursuant to Section 4.1 of this Plan;

“Participant’s Election” means a notification in writing or in such other form acceptable to the Record Keeper, Trustee and the Company delivered by the Participant to the Record Keeper requesting the withdrawal of an amount not exceeding the amount permitted to be withdrawn from the Participant Account of such Participant at such time, together with an election directing the Trustee to: (i) deliver to the Participant a direct registration system advice for Vested Shares registered in the name of the Participant; (ii) deliver to the Participant a payment representing the net proceeds from the sale of the Vested Assets in the Participant Account; (iii) electronically transmit to a financial institution designated by the Participant a specified number of Vested Shares; (iv) transfer a specified number of Vested Shares to the Participant’s RRSP or TFSA or (v) any other method provided by the Trustee;

“Plan” means this employee share purchase plan, as amended from time to time;

“Plan Year” means the period beginning on the Effective Date and ending on December 31, 1999 and, thereafter, each twelve month period commencing on January 1st;

“Predecessor Plan” means the BC TELECOM Inc. Employee Share Purchase Plan or the TELUS Corporation Employee Share Plan;

“Record Keeper” means a company from time to time appointed by the Company to be the record keeper of the Plan, responsible for administrative and other record keeping services, to work with the Trustee to operate the Plan on behalf of the Participants;

“RRSP” means a Registered Retirement Savings Plan established with the Trustee within the Plan;

“TELUS Foundation” means TELUS Foundation (or any successor entity resulting from any name- change), a corporation established under the Canada Not-for-profit Corporations Act;

“TFSA” means a Tax Free Savings Account established with the Trustee that is not part of the Plan;

“Trust Agreement” means any agreement entered into between the Company and a Trustee which sets out the authority of the Trustee under the Plan;

“Trustee” means a trust company or trust companies from time to time appointed by the Company to be trustee of the Plan, the RRSP and the TFSA and with whom the Company enters into a Trust Agreement with respect thereto and if there is more than one Trustee, for any particular group of Participants means that Trustee designated by the Company by written notice to the Participants as the Trustee for that group of Participants;

“Unvested Assets” mean all of the Unvested Shares in the Participant’s Account, together with all dividends and dividend reinvestments related to such Unvested Shares, and all uninvested cash from current year Employer Contributions;

“Unvested Shares” mean Common Shares (including fractional Common Shares) in a Participant Account which have not vested pursuant to the terms of the Plan;

“Vested Assets” mean all of the Participant Account Assets, other than any Unvested Assets; and

“Vested Shares” mean all of the Common Shares in the Participant Account other than any Unvested Shares.

Article and section headings are included for reference only and shall not be deemed to be a part of the substance of this instrument or in any way enlarge or limit the content or meaning of any article, section or paragraph.

In this instrument words importing the singular include the plural and vice versa; words importing the masculine gender include the feminine and vice versa; and words importing persons include firms or companies and vice versa.

ARTICLE 2
PURPOSE OF THE PLAN

The Plan is intended to constitute an arrangement under which payments, which are computed by reference to the profits of the Employer from its business or the profits from the business of a corporation with which the Employer does not deal at arm’s length, are required to be made to the Trustee for the benefit of Employees by the Employer, or by a corporation with which the Employer does not deal at arm’s length, within the meaning and for the purposes of subsection 144(1) of the Act, and to that end the Employer shall make an election, pursuant to subsection 144(10) of the Act, in the prescribed manner.

Contributions to the Plan will be made by the Participants pursuant to Article 4 and by the Employer pursuant to Article 5.

ARTICLE 3
ELIGIBILITY AND PARTICIPATION

All Employees are eligible to participate in the Plan.

The Employer, in its absolute discretion, shall have the right to refuse any Employee or group of Employees the right of participation or continued participation in the Plan.

Employees may elect to enroll in the Plan at any time by signing and delivering to the Employer an enrollment form or any other method provided from time to time by an Employer. Participation shall commence on the Enrollment Date. By the delivery of such form to the Employer, an Employee shall be deemed to have among other things, confirmed that a copy of the Plan has been made available to such Employee, and agreed to be bound by all the terms and conditions of the Plan.

At the time that Employer Contributions and Participant Contributions are made, the Employer shall submit to the Record Keeper a file or record listing each Participant’s name and the amount of the Employer Contributions and Participant Contributions to be allocated to each such Participant Account and shall submit to the Trustee a file or record of the total Employer Contributions and Participant Contributions.

ARTICLE 4
PARTICIPANT CONTRIBUTIONS

Participant Contributions made by a Participant to the Plan shall be credited to the Participant Account in respect of such Participant upon receipt thereof by the Record Keeper.

Participant Contributions to the Plan shall be made in respect of each pay period of Participants and shall be forwarded by the Employer to the Trustee on each payday in respect of such Participant.

A Participant may request to transfer a specified value of Vested Shares into their RRSP or TFSA by filing with the Record Keeper a completed application for a RRSP or TFSA in the form provided by the Company or any other method approved by the Company and therein authorizing the Trustee to transfer Vested Shares equivalent to the Participant’s specified value into such RRSP or TFSA. A Participant is allowed an unlimited number of transfers of Vested Shares to their RRSP. A transfer of Vested Shares to the Participant’s TFSA is considered a withdrawal from the Plan and is subject to the limits set out in Section 6.8. It is the responsibility of the Participant to ensure that any contribution or transfer to their RRSP or TFSA does not exceed the Participant’s allowable personal contribution limits for such accounts, pursuant to the Act.

Contributions towards the RRSP will be tax deductible and contributions towards the TFSA will not be tax deductible, in accordance with the provisions of the Act.

Notwithstanding the foregoing, an Employee of the Company or its subsidiaries shall only be entitled to effect the contributions or transfers to an RRSP contemplated herein after such Employee has received notice that an RRSP has been established with the Trustee for such Employee.

A Participant may designate a person or persons to receive the benefits payable under the Participant’s RRSP, in the event of the Participant’s death, by notice in such form and executed in such manner as required by the Trustee.

ARTICLE 5
EMPLOYER CONTRIBUTIONS

An Employer shall be required to make a contribution to the Plan, out of the profits of the Employer, of an amount that is between 20 percent and 50 percent of the amount of Participant Contributions which have been made by each Participant. The actual percentage of Employer Contributions within such range shall be designated by the Company and may be altered by it from time to time, at the Company’s sole discretion. The Company may designate different percentages of Employer Contributions for different groups of Participants.

Notwithstanding the above, an Employer shall not be required to make a contribution to the Plan in respect of Participant Contributions exceeding six percent of such Participant’s Eligible Compensation.

All Employer Contributions made by the Employer to the Plan in respect of a Participant shall be credited to the Participant Account in respect of each such Participant upon receipt thereof by the Record Keeper.

Employer Contributions to the Plan shall be made in respect of each pay period of Participants and shall be forwarded by the Employer to the Trustee on each payday in respect of such Participants.

The Company shall be entitled to reduce the aggregate amount of the Employer Contributions deposited with the Trustee for the benefit of Participants in respect of any pay period to the extent that Unvested Shares have been forfeited during such pay period pursuant to Section 8.2 by a Participant (a "Forfeiting Participant"). The Employer Contributions will be reduced by the aggregate of each Forfeiting Participant’s Unvested Shares Cost (as defined below). As soon as practicable after receipt of Employer Contributions that have been reduced by the Company in accordance with this Section 5.3, and the purchase of Common Shares pursuant to Section 6.3 (the "New Unvested Shares"), the Trustee shall ascertain the average cost of the forfeited Unvested Shares and the New Unvested Shares and allocate all such Unvested Shares pursuant to Section 6.3.

For the purposes of this Section 5.3, a Forfeiting Participant’s Unvested Shares Cost is calculated by determining the average cost of all of the Forfeiting Participant’s Unvested Shares and multiplying that cost by the number of the Forfeiting Participant’s Unvested Shares.

Any Common Shares (including fractional Common Shares) purchased with Employer Contributions during a calendar year will vest on December 31 of the year in which they were purchased. Where December 31 in any year does not fall on a Business Day, then such Common Shares will vest on the Business Day that immediately precedes December 31. Upon vesting, such Vested Shares will be available for withdrawal or transfer pursuant to the terms of the Plan.

ARTICLE 6
INVESTMENT OF CONTRIBUTIONS

On the next Investment Date after receipt by the Trustee of any Participant Contributions and any Employer Contributions, or as soon as practicable thereafter, the Trustee shall purchase Common Shares using all amounts (other than dividends received on the Common Shares held in the Participant Accounts) which have been credited to the Participant Accounts since the last Investment Date, including interest, dividends or other amounts earned on such amounts, to the extent that such amounts are not required to be distributed under the Plan. The Common Shares purchased shall be purchased on the open market or from private sources, provided that the price in any private purchase does not exceed the then current market price for Common Shares on the Toronto Stock Exchange. All funds (other than dividends received on the Common Shares held in the Participant Accounts) which have been credited to the Participant Accounts during the period between Investment Dates, together with any interest, dividends or other amounts earned on such amounts, shall be invested in the sole and absolute discretion of the Administrator in demand deposits or other short term obligations (or such other financial instruments designated by the Administrator in writing) of any Canadian chartered bank or any trust corporation existing under the laws of Canada or any province thereof as soon as practicable after such funds have been received by the Trustee. Dividends received on the Common Shares will be reinvested in the purchase of Common Shares following each dividend payment date.

All Participant Account Assets held by the Trustee shall, to the extent possible, be registered in the name of the Trustee or its nominee and remain so registered until such time as a Participant’s Election pursuant to Section 6.8 is received by the Trustee or a Participant otherwise withdraws or is deemed to have withdrawn from the Plan.

Following each pay period the Trustee shall purchase Common Shares estimated to be sufficient to satisfy all Participant Contributions and Employer Contributions received for the period. Cash will be used by the Trustee for the collective purchase of full Common Shares.

The Trustee shall instruct the Record Keeper to allocate Common Shares to each Participant Account on a full or fractional share basis, as appropriate.

The Trustee may, in its discretion, match purchases and sales of Common Shares. In case of matched purchases and sales, Common Shares will be valued at prices determined by the Trustee to be as near as practicable to the prices of such shares on the Toronto Stock Exchange on the day of such purchase.

All income, including without limitation interest, dividends and capital gains, or losses, including without limitation capital losses, in respect of a Participant Account shall be credited or debited by the Record Keeper as instructed by the Trustee, as the case may be, to that Participant Account upon receipt or realization of such income or losses by the Trustee.

In each Plan Year, for the purposes of the Act:

Brokerage commissions, transfer taxes and other charges or expenses incurred in the purchase of securities pursuant to the Plan shall be paid by the Employer. Expenses in connection with the disposition of securities pursuant to the Plan, if any, shall be for the account of the Participants and, if a disposition is requested by a Participant, shall be for the account of such Participant.

If for any period of 12 calendar months any Participant Account shall not increase by the acquisition of one whole Common Share during that period, the Company shall have the option to require that Participant to terminate his or her participation in the Plan and withdraw all of his or her Vested Assets in the manner as set forth in Section 6.8 in cash or Participant Account Assets upon giving that Participant written notice. If no election under Section 6.8 is made by the Participant within a period of 30 days after notice from the Company, the Participant shall receive a direct registration system advice for the whole number of Vested Shares held in his or her Participant Account and payment for any fraction of an interest in a Vested Share shall be calculated as provided in Section 6.8(b). Such Participant shall not be entitled to enroll in the Plan for a period of 6 months from the date of such termination. Any Unvested Assets will remain in the Participant Account and may be withdrawn or transferred in accordance with the Plan after vesting or as directed by the Employer.

A Participant may terminate participation in the Plan at any time by cancelling payroll deductions as outlined in Section 4.1(c) and by delivering a Participant’s Election to the Administrator in respect of all Vested Assets. The Administrator will instruct the Record Keeper to terminate the Participant Account in accordance with the termination instructions. The Record Keeper shall instruct the Trustee of such Participant’s Election and payment for any fractional interest in a Vested Share shall be calculated as provided in Section 6.8(b). Such Participant shall not be entitled to enroll in the Plan for a period of 6 months from the date of such termination. Any Unvested Assets will remain in the Participant Account and may be withdrawn or transferred in accordance with the Plan after vesting or as directed by the Employer.

ARTICLE 7 

VOTING AND HOLDING OF SECURITIES

The Common Shares (including Unvested Shares) contained in a Participant Account shall be voted by the Trustee in accordance with the directions, if any, of the Participant, subject to the terms and conditions of the RRSP.

All warrants, options or rights received on any Common Shares held in the Plan shall be sold by the Trustee on behalf of the Participants.

Dividends on Common Shares held in the Plan and proceeds from the sale of any options, rights or warrants, received by the Trustee for Common Shares shall be allocated by the Record Keeper to the appropriate Participant Account based on the number of Common Shares in such account.

All financial statements, information circulars, annual reports, proxies, information and documents sent by the Company from time to time to holders of Common Shares (the “Shareholder Documents”) shall be delivered or sent to Participants by the Company on behalf of the Trustee, or by the Trustee, as the case may be, in an electronic format, unless the Company, through its Investor Relations department, has received a written request from a Participant to have the Shareholder Documents sent to them in paper format. All Shareholder Documents sent in electronic format as herein provided shall be deemed to have been sent and delivered to all Participants.

ARTICLE 8
TERMINATION OF EMPLOYMENT

If a Participant ceases to be an Employee for any reason, including by reason of death or retirement, the Participant shall be deemed to have ceased to be a Participant in the Plan, payroll deductions will be cancelled and the Participant Account of such Participant shall be terminated. Upon receipt of notification from the Employer that such Participant has ceased to be an Employee (other than on account of the death of such Employee) and if the Record Keeper does not receive a Participant’s Election from such Participant within 30 days, the Record Keeper shall instruct the Trustee to send to the Participant all Vested Assets of such Participant registered in the name of such Participant including, if applicable, a payment for the value of any uninvested funds or any fractional interest in Common Shares held in the Participant Account for such Participant, such fractional interest to be valued as provided in Section 6.8(b) hereof. If a Participant’s Election is received by the Record Keeper from such Participant, the Record Keeper shall instruct the Trustee to carry out the instructions contained therein within 10 Business Days of receipt of same and payments shall be made to that Participant within 15 Business Days. Any Unvested Assets will vest on the day the Participant ceases to be an employee and form part of the Participant Account Assets unless such Unvested Assets have been forfeited in accordance with Section 8.2.

Where a Participant’s employment is terminated with cause, Unvested Assets will be forfeited as of the effective date of the termination and debited from the Participant Account, and the Participant will have no claim to them. In the event that a Participant’s Unvested Assets are forfeited, such Unvested Assets shall be credited to the Plan and until directed by the Employer, either be allocated by the Trustee to satisfy future Employer Contribution obligations in accordance with Section 5.3 or sold by the Trustee whereby the proceeds shall revert to the Employer.

Where employment is terminated, for any reason, with or without cause, there will be no Employer Contributions or Participant Contributions made during the last pay period of employment.

Settlement in the manner herein provided shall serve as full discharge of all obligations of the Employer, the Record Keeper and the Trustee to a Participant under the Plan.

ARTICLE 9 

DEATH, DISABILITY, OR LEAVE OF ABSENCE

If a Participant should die during any period of employment, the Beneficiary or estate of the deceased Participant, as the case may be, shall be entitled to receive all Participant Account Assets of such deceased Participant or cash in lieu thereof as calculated hereunder.

In the event that a Participant becomes disabled or takes a leave of absence, and accordingly, has no Eligible Compensation during the period of disability or leave, no Employer Contributions or Participant Contributions shall be made in respect of such Participant. Continued participation in the Plan or disposition of the Participant Account is at the discretion of the Participant. The Participant must comply with Section 6.8(a) and 6.9 above.

ARTICLE 10
BENEFICIARIES UNDER RRSP

Upon receiving authorized direction from the Record Keeper, if, at the death of a Participant, the person designated as the Beneficiary for an RRSP shall not be living, such amount as may be payable on or after the Participant’s death shall be paid to the estate of the Participant.

The Trustee may require the execution and delivery of additional documents by a Beneficiary in order to be assured that the assets under the RRSP or TFSA are properly distributed in accordance with the terms hereof.

ARTICLE 11

PLAN AMENDMENT, TERMINATION AND INTERPRETATION

The Employer reserves the right to discontinue use of payroll deductions at any time and further reserves the right to amend or terminate the Plan, in whole or in part at any time. Any such amendment or termination will not result in the forfeiture of any funds deducted from the salary of any Participant or contributed by the Employer on behalf of any Participant prior to the date of amendment or termination of the Plan.

No amendment, change or modification shall be made to the Plan which will, without the Trustee’s written consent, alter the duties of the Trustee.

Upon the termination of the Plan for any reason whatsoever, and upon receipt of authorized instruction from the Record Keeper, the Trustee shall send to each Participant all of the Participant Account Assets of such Participant registered in the name of such Participant. Fractional Common Shares credited to the Participant's Account shall be disregarded on any termination of the Plan and the Participant shall be entitled to receive the cash equivalent thereof. Any Unvested Assets will vest upon termination of the Plan and form part of the Participant Account Assets unless such Unvested Assets have been forfeited in accordance with Section 8.2.

ARTICLE 12 

GENERAL PROVISIONS AND ADMINISTRATION

This Plan is a voluntary program on the part of the Employer and shall not constitute a consideration for, an inducement to or condition of the employment of any Employee. Nothing contained in this Plan shall give any Participant the right to be retained in the service of the Employer nor shall it interfere with the right of the Employer to discharge any Employee whether a Participant or not at any time. Participation in this Plan will not give any Participant or Beneficiary any right or claim to any benefit except to the extent provided for in the Plan. Dismissal for cause shall not result in a Participant’s forfeiture of vested rights.

The Plan will be administered on behalf of the Employer by the Administrator who is empowered to make and enforce rules with respect to the administration of the Plan, to resolve any ambiguities and to decide questions of eligibility to participate in the Plan on behalf of the Employer. The Administrator may participate in the Plan, if otherwise eligible. The Administrator shall from time to time be entitled to determine additional investments to be included in the authorized investments as set forth herein or as from time to time determined by the Administrator.

The Employer’s liability under this Plan to Participants and Beneficiaries shall be limited to contributions required by Article 5.

Except as provided in Article 10 hereof, any benefits payable under the terms of this Plan are for the Participant’s own use and benefit, are not capable of assignment, alienation or surrender without the prior written consent of the Employer, and do not confer upon any Participant, Beneficiary, personal representative, dependent, or any other person, any right or interest in the benefits, if any, capable of being assigned, surrendered, or otherwise alienated.

The Plan shall be governed, construed and administered in accordance with the laws of the Province of British Columbia.

If the Employer is wound up or is or becomes bankrupt, the Participant Account Assets shall, within 90 days thereof, be distributed to Participants on the basis provided in Section 8.1 hereof.

The Employer shall appoint the Trustee or Trustees and shall enter into a Trust Agreement with such Trustee or Trustees. The Trustee shall not be liable to any Participant for any loss resulting from a decline in the market value of any securities purchased by the Trustee on behalf of Participants. The Trustee shall not be liable for any change in the price of securities between the time of an Employer Contribution or a Participant Contribution and the time such purchase or sale takes place, provided that the Trustee, having received proper investment instructions, uses all reasonable efforts to invest such funds on the Investment Date.

The Employer may from time to time enter into agreements with the Trustee or other parties and may take such other steps as the Employer may deem necessary or desirable to place this Plan into effect or carry it out.

The Record Keeper shall operate and administer all Participant Accounts in accordance with this Plan, the terms of the Trust Agreement and the Act.

The Record Keeper shall keep or cause to be kept such records and open and maintain accounts in the names of the Participants as may be necessary or appropriate for the efficient and effective administration of the Plan. Records of the Record Keeper, Trustee and the Employer shall be conclusive as to all matters involved in the administration of the Plan.

The Employer will cause the Record Keeper to provide, at a minimum, an annual account statement to each Participant setting forth the status of each Participant’s Account.

All expenses reasonably incurred in connection with the operation, administration and normal record keeping of the Plan, including compensation of the Record Keeper and Trustee, will be paid by the Employer.

The Record Keeper shall issue to all Participants, on a timely basis, the income tax reporting information which is required by the Act and the regulations passed pursuant thereto.

The rights and obligations of such Employer, the Record Keeper, the Trustee and the Participants pursuant to this Plan shall be binding upon and shall enure to the benefit of each Employer, the Record Keeper, the Trustee and the Participants, respectively, and each of their permitted successor and assigns. The rights and obligations of the Record Keeper, the Trustee and the Participants under this Plan may not be assigned. The rights and obligations of an Employer under this Plan may be assigned by such Employer to a successor in the business of such Employer or to a corporation with which such Employer may amalgamate or merge or a corporation resulting from any reconstruction or reorganization of such Employer.

If any provisions of this Plan or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of the Plan and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Exhibit 107

CALCULATION OF REGISTRATION FEE

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also be deemed to cover such indeterminate number of additional common shares, no par value (“Common Shares”), of TELUS Corporation, which may be offered and issued to prevent dilution resulting from adjustments as a result of share dividends, share splits, reverse share splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Shares as reported by the New York Stock Exchange on October 31, 2022.

(3) Represents (i) 4,800,000 Common Shares available for issuance under the Performance Share Unit Plan, (ii) 20,000,000 Common Shares available for issuance under the Restricted Share Unit Plan, and (iii) 35,000,000 Common Shares that may be purchased from the secondary market under the TELUS Employee Share Purchase Plan.