Groupe Aeroplan

COMMITTEES

The Board of Directors has three Committees:

All Committees of the Board of Directors are composed of independent directors. The roles and responsibilities of each Committee are set out in formal written charters. These charters will be reviewed annually to ensure that they reflect best practices as well as applicable regulatory requirements.

Please find below a Chart identifying each Committee’s members followed by each Committee’s respective Charter

Audit, Finance and Risk Committee

CHARTER OF THE
AUDIT, FINANCE AND RISK COMMITTEE
(the "Committee")
OF THE BOARD OF DIRECTORS
OF GROUPE AEROPLAN INC.
(the "Corporation")

Structure, Qualifications
The Committee shall be composed of not less than three directors, all of whom shall meet the independence, experience and other membership requirements under applicable laws, rules and regulations as determined by the Board of Directors (the "Board"). The members of the Committee shall have no relationships with management, the Corporation and its related entities that in the opinion of the Board may interfere with their independence. In addition, a Committee member shall not receive, other than for service on the Board or the Committee or other committees of the Board, any consulting, advisory, or other compensatory fee from the Corporation or any of their related parties or subsidiaries. The members of the Committee shall possess the mix of characteristics, experiences and skills to provide an appropriate balance for the performance of the duties of the Committee and in particular each member of the Committee shall be "financially literate".
Procedure
1. A quorum of the Committee shall be a majority of the members, and a majority of the members present shall be required to pass a resolution of the Committee. The Committee shall be responsible to the Board. The Chairman and the members of the Committee shall be appointed annually by the Board.
2. The Committee shall meet at least quarterly at the call of the Chairman of the Committee.
3. An "in-camera" session of the members of the Committee shall be held as part of each meeting of the Committee.
4. Meetings may be held in person or by telephone or by any other mean which enables all participants to communicate with each other simultaneously.
5. The Committee may fix its own procedure at meetings and for the calling of meetings except as may be otherwise provided by the Board.
6. Notice of meetings shall be given by letter, facsimile, email or telephone not less than 24 hours before the time fixed for the meeting unless in extraordinary circumstances. Notice of meetings shall state the date, the place and the hour at which such meetings will be held. Members may waive notice of any meeting.
7. The minutes of the Committee meetings shall accurately record the significant discussions of, and decisions made by, the Committee, including all recommendations to be made by the Committee to the Board and shall be distributed to Committee members as well as to all the directors of the Corporation, with copies to the Chief Executive Officer of the Corporation.
Objectives
1. The objectives of the Committee are as follows:
2. To assist the Board in the discharge of its responsibility to monitor the component parts of the Corporation's financial reporting and audit process.
3. To maintain and enhance the quality, credibility and objectivity of the Corporation's financial reporting and to satisfy itself and oversee management's responsibility as to the adequacy of the supporting systems of internal financial and accounting controls.
4. To assist the Board in its oversight of the independence, qualifications and appointment of the external auditor.
5. To monitor the performance of the internal financial and accounting controls and of the internal and external auditors.
6. To provide independent communication between the Board and the internal auditor and the external auditor.
7. To facilitate in-depth and candid discussions between the Committee and management and the external auditor regarding significant issues involving judgment and impacting quality of controls and reporting.
Duties
1. Monitor and review the quality and integrity of the Corporation's accounting and financial reporting process through discussions with management, the external auditor and the internal auditor. This will include a review of the annual and quarterly financial statements and Management's Discussion and Analyses ("MD&As") to be filed with regulatory authorities and provided to shareholders of the Corporation, and financial statements and other financial disclosure included in prospectuses, earnings press releases and other similar documents. The Committee shall also review the annual information form and other similar documents. These reviews will include:
  1. discussions with management and the external auditor and a consideration of the report by the external auditor to the Committee of matters related to the conduct of an audit;
  2. discussions with the external auditor respecting the auditor's judgment regarding both the acceptability and quality of the financial statements including the critical accounting policies and practices used by management in their preparation, alternative treatments and disclosures of financial information within generally accepted accounting principles that have been considered by management and their ramifications, the selection of changes in significant accounting policies, the method used to account for significant unusual transactions, the effect of significant accounting policies in controversial or emerging areas, the degree of aggressiveness or conservatism, as the case maybe, of the accounting policies adopted by the Corporation, the process used by management in formulating particularly significant accounting estimates and the basis for the external auditor's conclusions regarding the reasonableness of those estimates;
  3. a review of significant adjustments arising from an audit;
  4. a review of disagreements with management over the application of accounting policies as well as any disclosure in the financial statements;
  5. a review of all material off-balance sheet transactions and other relationships with non-consolidated entities that may have a material current or future effect on the financial condition of the Corporation including their disclosure or lack thereof in the applicable quarterly or annual financial statements;
  6. a review of the external auditor's suggestions for improvements to the Corporation's operations and internal controls;
  7. a review of the nature and size of unadjusted errors of a non-trivial amount;
  8. a review to ascertain that various covenants are complied with; and
  9. the selection of, and changes in, accounting policies and consideration of the appropriateness of such selections and changes.
2. Determine, based on its review and discussion, whether to recommend the approval by the Board of such financial statements and the financial disclosure in any such annual information forms, earnings press releases, prospectuses and other similar documents.
3. Review with management, the internal auditor and the external auditor and, if considered appropriate, approve the release of the Corporation's quarterly financial statements, related MD&A and earnings press releases.
4. Review with management, the external auditor and legal counsel, the Corporation's procedures to ensure compliance with applicable laws and regulations, and any significant litigation, claim or other contingency, including tax assessments, that would have a material effect upon the financial position or operating results of the Corporation and the disclosure or impact on the results of these matters in the quarterly and annual financial statements.
5. Meet with the external auditor to review and approve their audit plan with particular emphasis on risk factors which could lead to a material misstatement of the financial statements, the scope and timing of the audit, the assumptions and decisions that have been made in developing the plan and co-ordination of work between the external auditor and the internal audit department.
6. Review and approve estimated audit and audit-related fees and expenses for the current year. Pre-approve any significant additional audit and audit-related fees over the estimated amount. Review and approve audit and audit-related fees and expenses for the prior year. The authority for the determination and payment of fees to the external auditor rests solely and exclusively with the Committee. The Corporation shall ensure that funding is available to the Committee for payment of compensation to the external auditor.
7. Review
  1. and approve, or delegate to a member of the Committee the responsibility to review and approve and subsequently report to the Committee, the nature of all non-audit services, as permitted by securities legislation and regulations, to be provided by the external auditor prior to the commencement of such work. In this regard the Committee will prepare a report for presentation to the shareholders of the Corporation, as required by applicable law, regarding the Committee's policies and procedures for the approval of such non-audit services in the period;
  2. and implement from time to time a process in connection with non-audit services performed by the external auditor.
8. Review a report from the external auditor, if deemed appropriate by the Committee, of all relationships between the external auditor and its related entities and the Corporation and its related entities, including all work performed and fees paid for such work of a non-audit nature, that in the external auditor's professional judgment may reasonably be perceived to bear on its objectivity and independence and confirming, or otherwise, that in the external auditor's professional judgment it is independent and discuss this report with the external auditor in order to evaluate the objectivity and independence of the external auditor. The Committee should specifically require the external auditor to confirm that it is a registered public accounting firm as prescribed by various applicable securities regulations. As well, at least once a year the Committee will carry out a review of the credentials of the members of the firm including without limitation the biographies of the members, whether there has been any enforcement actions, issues related to the firm and law suits, if any. A formal written report will be obtained from the external auditor outlining: the auditing firm's internal quality control procedures; any material issues raised within the preceding five years by the auditing firm's internal quality control review, peer reviews or any other inquiry or investigation by governmental or professional authority relating to any audit conducted by the firm. The Committee will also review steps taken by the auditing firm to address any findings in any of the forgoing reviews.
9. Receive reports on any consultations between management and other public accountants respecting accounting principles to be applied in preparing the quarterly or annual financial statements, and on any incidents involving fraud or illegal acts of which management, the internal audit department or the external auditor become aware. In this regard, review the relevant control procedures with management to ensure that such matters are adequately guarded against.
10. At least once each year:
  1. meet privately with management to assess the performance of the external auditor; and
  2. meet privately with the external auditor, amongst other things, to understand any restrictions placed on them or other difficulties encountered in the course of the audit, including instructions on the scope of their work and access to requested information and the level of co-operation received from management during the performance of their work and their evaluation of the Corporation's financial, accounting and audit personnel and systems.
11. Evaluate the performance of the external auditor, and if so determined, recommend that the Board either take steps to replace the external auditor or provide for the reappointment of the external auditor by the shareholders of the Corporation.
12. Regarding the services provided by the internal audit department, the Committee will:
  1. meet privately with internal audit, amongst other things, to understand any restrictions placed on them or other difficulties encountered in the course of their audits, including instructions on the scope of their work and access to requested information and the level of co-operation received from management during the performance of their work;
  2. periodically review and approve the mandate, reporting relationships and resources of the internal audit group; (iii) review the objectivity, qualifications, adequacy and experience of the internal audit staff and approve the appointment, dismissal or replacement of the head of the internal audit department;
  3. review the objectivity, qualifications, adequacy and experience of the internal audit staff and approve the appointment, dismissal or replacement of the head of the internal audit department;
  4. review and approve annually the planned scope for the internal audit program, its objectives, and the resources required to attain these objectives;
  5. periodically throughout each year review the reports of the internal audit department which describe the activities of the internal audit department for the preceding period; and
  6. review the working relationship between the internal audit department and the external auditor, and between the internal audit department and management.
13. Obtain from both the internal audit department and the external auditor the major audit findings and internal control recommendations reported during the period under review, the response of management to those recommendations, and review the follow-up performed by management and the internal audit department in order to monitor whether management has implemented an effective system of internal accounting control.
14. Review significant emerging accounting and reporting issues, including recent professional and regulatory pronouncements, and assess their impact on the Corporation's financial statements.
15. Review policies and procedures for the receipt, retention and treatment of complaints received by the Corporation from employees, shareholders of the Corporation and other stakeholders regarding accounting issues and financial reporting, internal controls and internal or external auditing matters. The Committee should be satisfied that sufficient controls are in place to ensure that all such complaints can be received anonymously and with an appropriate degree of confidentiality and that potential employee informants are aware of the process that is in place. The Committee should also be satisfied that processes are in place to ensure that all such complaints, regardless of significance, are presented to the Committee.
16. Review policies for approval of senior management expenses.
17. Review the process relative to the periodic certifications by the Chief Executive Officer and the Chief Financial Officer of the Corporation in respect of financial disclosures, the existence of any significant deficiencies in the design or operation of internal controls which could adversely affect the ability to record, process, summarize and report financial data and any significant changes in internal controls or changes to the environment in which the internal controls operate, including corrections of material deficiencies and weaknesses.
18. Review with management the Corporation's computer systems, including procedures to keep the systems secure and contingency plans developed to deal with possible computer failures.
19. Review and approve all related party transactions as such term is defined from time to time in Multilateral Instrument 61 101 ? Protection of Minority Security Holders in Special Transactions, as may be amended from time to time.
20. Review risk management systems and controls, especially in relation to derivatives, foreign currency exposure, hedging and insurance.
21. Whenever it may be appropriate to do so, retain and receive advice from experts, including independent legal counsel and independent public accountants, and conduct or authorize the conduct of investigations into any matters within the scope of the responsibility of the Committee as the Committee may consider appropriate. The Corporation shall ensure that funding is available to the Committee in respect of the aforementioned activities.
22. Report regularly to the Board in writing on the activities, findings and conclusions of the Committee.
23. Review this Charter on an annual basis and recommend to the Board any changes to it that the Committee considers advisable.
24. Complete a self-assessment annually to determine how effectively the Committee is meeting its responsibilities.
25. Perform such other functions as may be delegated from time to time by the Board.
26. Review the process for the rotation of the lead audit partner, the concurring partner and any other audit engagement team partner.
27. Set policies for the hiring of partners and employees or former partners and employees of present and former external auditors.
OTHER
1. Public Disclosure
  1. Review and approve the Public Disclosure Policy and any changes related thereto and ensure consistency with current developments and best practices; and
  2. Where practicable, management will review with the Committee or the Chairman of the Committee draft news releases to be disseminated to the public related to earnings warnings or financial results forecasting which are expected by management to be material in relation to the market price of any of the Corporation's securities.
2. Risk Identification and Management
  The Committee shall make all reasonable efforts to identify and address material financial and other risks to the business and affairs of the Corporation and its subsidiaries and make recommendations in that regard to the Board. The Committee shall review and discuss with management, the internal audit department and the external auditor all major financial risk exposures and the steps management has taken to monitor/control those exposures. The Committee shall be entitled, from time to time, to retain experts and consultants to assist the Committee with the discharge of such mandate. The Committee shall have the discretion in the discharge of these duties to address risks to the Corporation's and its subsidiaries' revenues and costs, as well as potentially corrupt or other practices that may lead to loss or depreciation of business reputation.
3. Contingent Liabilities
  The Committee shall establish processes and procedures to identify and monitor contingent liabilities of the Corporation and its subsidiaries. In the discharge of these duties, the Committee shall have the discretion to retain experts and consultants and to review, without limitation, workplace safety, environmental issues and any other matters, whether of a financial nature or otherwise, that can give rise to a contingent liability. The Committee shall make recommendations, from time to time, to the Board on these matters.
4. Corporate Authorizations Policies
  1. Periodically review and approve policies relative to the financial control, conduct, regulation and administration of subsidiary companies;
  2. Periodically review any administrative resolutions adopted from time to time pertaining to the establishment of procedures relative to commitment and transaction authorizations, the determination of the officers or other persons by whom any instrument in writing or document is to be executed and the manner of execution thereof;
  3. Review, monitor and approve the Donations Policy, if applicable, and any changes thereto and the annual Donations Budget; and
  4. Review, monitor and approve any other financial expenditure policies that would affect the Corporation's and its subsidiaries' financial condition or reputation.
5. Performance to Budget, Actuarial Valuation
  1. Review actual financial performance compared to budget;
  2. Review and approve the actuarial valuation and related assumptions and recommend to the Board the funding contribution to the Corporation's pension funds as required;
  3. Review and approve the appointment of the actuary; and
  4. Monitor that all contributions, deductions, withholdings, remittances or other payments of any kind under applicable law have been made.
6. Responsibilities
  Nothing contained in the above mandate is intended to assign to the Committee the Board's responsibility to ensure the Corporation's compliance with applicable laws or regulations or to expand applicable standards of liability under statutory or regulatory requirements for the directors or the members of the Committee. Even though the Committee has a specific mandate and its members have financial experience and expertise, it is not the duty of the Committee to plan or conduct audits, or to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Such matters are the responsibility of management, the internal auditor and the external auditor. Members of the Committee are entitled to rely, absent knowledge to the contrary, on (i) the integrity of the persons and organizations from whom they receive information, (ii) the accuracy and completeness of the information provided, and (iii) representations made by management as to the non-audit services provided by the external auditor.

June 19, 2008.

Governance, Nominating and Corporate Matters Committee

CHARTER OF THE
GOVERNANCE, NOMINATING AND CORPORATE MATTERS COMMITTEE
(the "Committee")
OF THE BOARD OF DIRECTORS
OF GROUPE AEROPLAN INC.
(the "Corporation")

Purpose
The purpose of the Committee is to assist the Board of Directors of the Corporation (the "Board") in fulfilling its responsibilities by (i) ensuring that corporate governance guidelines are adopted, disclosed and applied including director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession and annual performance evaluation of the Board, (ii) identifying individuals qualified to become new Board members and recommending to the Board the new nominees for each annual meeting of shareholders of the Corporation, as well as such other matters delegated to the Committee by the Board.
Composition and Qualification
1. The Committee shall be comprised of at least three directors as determined by the Board, all of whom shall be independent (as defined under applicable securities laws) and comply with eligibility and qualification standards under applicable legislation in effect from time to time.
2. The members of the Committee shall be appointed by the Board to hold office from the time of their appointment until the next annual general meeting of the shareholders of the Corporation or until their successors are appointed. Unless a Chair and a Secretary are appointed by the Board, the members of the Committee may designate a Chair and a Secretary by a majority vote of all the Committee members.
3. The Committee may invite, from time to time, such person as it may see fit to attend its meeting and to take part in discussion and consideration of the affairs of the Committee. However, any such persons invited may not vote at any meeting of the Committee.
4. The Board, may, at any time, remove any member of the Committee at its discretion and may accept the resignation of any member of the Committee. Vacancies at any time occurring on the Committee shall be filled by the Board.
Meetings and Procedure
1. The Committee shall meet at least four times annually, or more frequently as circumstances dictate. Such meetings shall be held by telephone or by any other mean which enables all participants to communicate with each other simultaneously.
2. The Committee may fix its own procedure at meetings and for the calling of meetings except as may be otherwise provided by the Board.
3. A quorum for the transaction of business at a Committee meeting shall be a majority of the Committee members. All decisions and recommendations made by the Committee shall be made by a majority vote of the members present at the meeting.
4. The Committee shall have the authority to delegate any of its responsibilities to individual members and subcommittees as the Committee may deem appropriate in its sole discretion.
5. Notice of meetings shall be given by letter, facsimile, email or telephone not less than 24 hours before the time fixed for the meeting. Notice of meetings shall state the date, the place and the hour at which such meetings will be held. Members may waive notice of any meeting.
6. The minutes of the Committee meetings shall accurately record the significant discussions of, and decisions made by, the Committee, including all recommendations to be made by the Committee to the Board and shall be distributed to Committee members as well as to all the directors of the Corporation, with copies to the Chief Executive Officer of the Corporation.
7. The Committee, through its Chairman, shall report to the Board on all proceedings and deliberations of the Committee at the first subsequent meeting of the Board, and at such other times and in such manner as the Board may require or as the Committee in its discretion may consider advisable.
8. To carry out its duties, the Committee will have access to independent advisors at the expense of the Corporation as well as having access to data and performance information relative to the Corporation and its subsidiaries and associated companies. The Committee shall be free to choose advisors as it deems appropriate. These advisors will be given access to management and the work carried out by management for presentation to the Committee.
Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
1. Related to Corporate Governance
  1. Review criteria regarding the composition of the Board and committees of the Board, such as size, proportion of inside to outside members and qualifications including relatedness and independence and make recommendations to the Board.
  2. Review criteria relating to tenure, such as retirement age, limitations on the number of times a director may stand for re-election, and the continuation of directors in an honorary or similar capacity.
  3. Review criteria for retention of directors unrelated to age or tenure, such as attendance at Board and committee meetings, health or the assumption of responsibilities which are incompatible with effective Board membership and assess the effectiveness of the Board as a whole, the committees of the Board, the contribution of individual directors, and assessment of directors on an ongoing basis.
  4. Review on a regular basis, the adequacy and form of compensation of members in the context of the responsibilities and risks involved in being an effective director, including making recommendations to the Board with respect to the actual remuneration (fees, retainers and currency) and benefits provided to members.
  5. Review and develop position descriptions for the Board, the Chairman of the Corporation and for the Chief Executive Officer including the definition of the limits to management's responsibilities.
  6. Ensure that appropriate structures and procedures are in place so that the Board can function independently of management. To this end, arrange, at scheduled meetings of the Board, for the external directors to meet for a period of time without management present.
  7. As an integral element of the process for appointing new members, put in place an orientation and continuing education program for new recruits to the Board.
  8. Ensure corporate compliance with applicable legislation.
  9. Review proposed amendments to the Corporation’s by-laws before making recommendations to the Board.
  10. Periodically review and approve the Code of Ethics and Business Conduct.
  11. Make recommendations to the Board as deemed appropriate with respect to the monitoring, adoption and disclosure of corporate governance guidelines in effect from time to time and review those guidelines once a year.
  12. Develop and recommend to the Board standards to be applied in making determinations as to the presence or absence of material relationships between the Corporation and a member of the Board.
  13. Review such other corporate governance and strategic planning committee functions customarily carried out by such committees as well as such other matters which may be referred to it by the Board from time to time.
2. Related to Nomination of Board Members
  1. Assist the Board in determining what competencies and skills the Board, as a whole, should possess and what competencies and skills each existing member possesses.
  2. Assist the Board in determining the appropriate size of the Board, with a view to facilitating effective decision-making.
  3. Develop and review criteria regarding personal qualification for Board membership, such as background, experience, technical skill, affiliations and personal characteristics, and develop a process for identifying and recommending candidates.
  4. Identify individuals qualified to become new Board members and recommend them to the Board. In making its recommendations, the Committee shall consider:
    - the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess;
    - the competencies and skills that the Board considers each existing member to possess; and
    - the competencies and skills each new nominee will bring to the Board.
  5. Consider whether or not each new nominee can devote sufficient time and resources to his or her duties as a Board member.
  6. Recommend nominees for each annual meeting of shareholders of the Corporation.
  7. Recommend candidates to fill vacancies on the Board occurring between annual meetings of shareholders of the Corporation.
  8. Review and make recommendations relative to non-management nominees of the Corporation to the boards of subsidiaries of the Corporation or of companies in which the Corporation has an interest.
  9. Perform such other nominating committee functions customarily carried out by such a committee as well as such other matters which may be referred to it by the Board from time to time.
3. Related to Committees of the Board
  1. Recommend to the Board the types, charters and composition of the Board committees.
  2. Recommend to the Board the nominees to the chairmanship of the Board committees including periodic rotation of committee assignments and memberships.
  3. Review and make recommendations to the Board, as deemed appropriate, with respect to time of service of members on committees, meetings procedures, quorum and notice requirements, records and minutes, resignations and vacancies on committees.
4. Self Assessment
  1. The Committee shall review annually this Charter and any of the Committee's mandate and other documents used by the Committee in fulfilling its responsibilities.
  2. The Committee shall assess annually the performance of the Committee and each of its members on an annual basis in accordance with performance assessment guidelines formulated by the Committee.

June 19, 2008

Human Resources and Compensation Committee

CHARTER OF THE
HUMAN RESOURCES AND COMPENSATION COMMITTEE
(the "Committee")
OF THE BOARD OF DIRECTORS
OF GROUPE AEROPLAN INC.
(the "Corporation")

Defined Terms
In this Charter, the following terms have the meanings set out below.
"Board" means the board of directors of the Corporation;
"CEO" means the President and Chief Executive Officer of the Corporation;
"Charter" means this charter of the Committee, as it may be amended;
"Committee" means the human resources and compensation committee of the Corporation;
"Corporation" means Groupe Aeroplan Inc.; and
"senior executives" means the officers of the Corporation appointed as such by the Board, as well as the heads of any of the Corporation’s principal business units and any other person holding a material executive function within the Corporation or its principal operating subsidiaries.
Purpose
The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities in the field of human resources and compensation. The Committee’s primary focus is with respect to the development, succession planning and compensation of senior executives. The Committee also assists the Board in establishing the compensation philosophy and the compensation and benefit plans for the workforce of the Corporation’s material operating subsidiaries. The Committee assists the Board with its executive compensation disclosure, as well as such other matters delegated to the Committee by the Board.
Composition and Qualification
1. The Committee shall be comprised of at least three directors as determined by the Board, all of whom shall be independent (as defined under applicable securities laws).
2. The members of the Committee shall be appointed by the Board to hold office from the time of their appointment until the next annual general meeting of the shareholders of the Corporation or until their successors are appointed. Unless a Chair and a Secretary are appointed by the Board, the members of the Committee may designate a Chair and a Secretary by a majority vote of all the Committee members.
3. The Committee may invite, from time to time, such persons as it sees fit to attend its meeting and to take part in discussion and consideration of the affairs of the Committee. However, any such persons invited may not vote at any meeting of the Committee.
4. The Board may, at any time, remove any member of the Committee at its discretion and may accept the resignation of any member of the Committee. Vacancies at any time occurring on the Committee shall be filled by the Board.
Meetings and Procedure
1. The Committee shall meet at least four times annually, or more frequently as circumstances require. Such meetings may be held by telephone or by any other means which enables all participants to communicate with each other simultaneously.
2. The Committee may fix its own procedure at meetings and for the calling of meetings except as may be otherwise provided by the Board.
3. A quorum for the transaction of business at a Committee meeting shall be a majority of the Committee members. All decisions and recommendations made by the Committee shall be made by a majority vote of the members present at the meeting.
4. The Committee shall have the authority to delegate any of its responsibilities to individual members and subcommittees of the Committee as the Committee may deem appropriate in its sole discretion.
5. Notice of meetings shall be given by letter, facsimile, email or telephone not less than 24 hours before the time fixed for the meeting. Notice of meetings shall state the date, the place and the hour at which such meetings will be held. Members may waive notice of any meeting.
6. The minutes of the Committee meetings shall accurately record the significant discussions of, and decisions made by, the Committee, including all recommendations to be made by the Committee to the Board and shall be distributed to Committee members with copies to the CEO.
7. The Committee, through its Chair, shall report to the Board on the proceedings and deliberations of the Committee at the first subsequent meeting of the Board, and at such other times and in such manner as the Board may require or as the Committee in its discretion may consider advisable.
8. To carry out its duties, the Committee will have access to independent advisors at the expense of the Corporation, as well as having access to data and performance information relative to the Corporation and its subsidiaries and associated companies. The Committee shall choose advisors as it deems appropriate. If the Committee determines it is appropriate, its advisors may be given access to senior executives and other employees of the Corporation and its subsidiaries and associated companies and the work carried out by them and may present the information acquired and report to the Committee.
Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
1. Related to Compensation
  1. Develop compensation philosophy and guidelines for the Corporation’s material operating subsidiaries.
  2. Review and approve corporate goals, objectives and business performance measures relevant to the compensation of the CEO, evaluate the CEO's performance in light of such goals, objectives and business performance measures, and make recommendations to the Board with respect to the CEO's compensation level based on this evaluation. Business performance measures shall include, inter alia, financial statement and market based measures, tested relative to plan, the previous year and competitors' organizations.
  3. Make recommendations to the Board with respect to the compensation and performance of senior executives other than the CEO, taking into consideration any recommendations of and assessments by the CEO.
  4. Review and make recommendations to the Board with respect to any benefit plans, pension plans, incentive compensation plans and equity based plans and the participation and grants to be made under such plans, along with any amendments thereto, for senior executives and other employees, as applicable.
  5. Review and approve, on behalf of the Board, the annual salary increase budget and any significant changes to the salary structure that could significantly impact the salary costs in the short term or long term.
  6. Administer equity based plans, with the assistance of third party plan administrators, as may be required.
  7. Review executive compensation disclosure before public dissemination, including the review of the annual report of senior executive compensation for inclusion in the Corporation’s Management Proxy Circular, in accordance with applicable rules and regulations.
2. Organization Plans, Succession Plans, Training
  1. Review the succession plans for senior executives to ensure that successors have been identified and that their career development is appropriate. The Committee should meet with potential successors for the position of CEO.
  2. Review the following:
    - training, performance and development of the CEO, along with that of the other senior executives pursuant to any recommendations of and assessments by the CEO;
    - the reporting structure of senior executives as required or upon request by the Board;
    - contingency plans in the event of the death, disability or any other unplanned departure of senior executives.
3. Other
  Review such other human resources and compensation functions customarily carried out by such committees, as well as such other matters that may be referred to it by the Board from time to time.
4. Self Assessment
  1. The Committee shall review annually this Charter and the Committee's mandate and other documents used by the Committee in fulfilling its responsibilities.
  2. The Committee shall assess the performance of the Committee and each of its members on an annual basis in accordance with performance assessment guidelines formulated by the Committee.

June 19, 2008

	Audit	Governance, Nominating and Corporate Matters	Human Resources & Compensation

Robert E. Brown

Roman Doroniuk

Rupert Duchesne

Joanne Ferstman

Michael Fortier

John Forzani

David Laidley

Douglas Port

Alan Rossy

= Chair = Member

Contact the Board

You can contact Aeroplan's Board of Directors to provide comments, to report concerns, or to ask a question, at the following address:
Mark Hounsell
Senior Vice President, General Counsel & Corporate Secretary
Groupe Aeroplan Inc.
5100 de Maisonneuve Ouest
Montreal, QC H4A 3T2
Canada

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a shareholder, customer, supplier, or other interested party.
Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Groupe Aeroplan Board has requested that certain items which are unrelated to the duties and responsibilities of the board should be excluded, such as:

Product or service complaints
Product or service inquiries
New product or service suggestions
Resumes and other forms of job inquiries
Surveys
Business solicitations or advertisements

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request.