I. COMPENSATION COMMITTEE PURPOSE

The Compensation Committee (the "Committee") of the Corporation will act on behalf of and subject to the direction of the Board of Directors (the "Board") of the Corporation in all matters pertaining to the compensation, benefits and performance of the executive officers and all personnel of the Corporation that report to the President and Chief Executive Officer and any other business entity controlled in fact by the Corporation (each an "affiliate") (including the President and Chief Executive Officer, Chief Financial Officer, Vice-Presidents and any group of senior employees identified by the Committee from time to time), this group being referred to as the "Senior Management Group".

II. COMPENSATION COMMITTEE COMPOSITION

At the first meeting of the Board after the annual meeting of the shareholders of the Corporation, the Board will appoint no fewer than three Directors to the Committee, each of whom must be independent. The Committee shall designate the Chair of the Committee annually from amongst its members.

Any member of the Committee may be removed and replaced at any time by the Board and will automatically cease to be a member of the Committee as soon as such member ceases to be a Director. The Board may fill vacancies in the Committee by election from among the members of the Board. If and whenever a vacancy exists on the Committee, the remaining members may exercise all its powers so long as a quorum remains in office.

Subject to the paragraph above, each member of the Committee will hold office until the next annual meeting of shareholders of the Corporation after his or her election.

III. RELIANCE ON EXPERTS

The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors engaged by it. In so doing, each member of the Committee shall be entitled to rely in good faith upon any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

IV. REMUNERATION

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

V. LIMITATIONS ON COMPENSATION COMMITTEE'S DUTIES

In contributing to the Committee’s discharging of its duties under this Charter, each member of the Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject.

VI. MEETINGS & OPERATING PROCEDURES

• The Committee will meet as many times as is necessary to carry out its responsibilities. The meetings shall be at times and places to be determined by the Committee.

• A quorum shall be a majority of the members.

• In the absence of the Chair of the Committee, the members shall appoint an acting Chair.

• The Committee will keep regular minutes of its proceedings and will report to the Board at each Board meeting.

• A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee and to each Director in a timely fashion.

• The Chair of the Committee shall prepare and/or approve an agenda in advance of each meeting.

• The Committee will have the right to invite any person to attend meetings of the Committee.

• The Committee will have the right to require the attendance of any member of management of the Corporation at meetings of the Committee.

• The Committee will be permitted access to all records and corporate information that it determines to be required in order to perform its duties.

• The Committee may hold its meetings together with the meeting of any other Board committee.

VII. COMPENSATION COMMITTEE RESPONSIBILITIES AND DUTIES

The Committee shall (in all cases in respect of the Corporation and its affiliates, and with the assistance of consultants as required):

• Develop or approve performance indicators and corporate objectives which the President and Chief Executive Officer is responsible for meeting in the upcoming year in order to provide a monitoring benchmark, and assess the performance of the President and Chief Executive Officer annually as against that benchmark.

• Determine or recommend to the Board the compensation, including the annual salary, of the President and Chief Executive Officer based on the immediately preceding item.

• Make recommendations to the Board regarding the compensation, incentive-compensation plans and equity-based plans of the Senior Management Group.

• Review and approve executive compensation disclosure before it is disclosed by the Corporation.

• Review and approve the recruitment, appointment and termination of the Senior Management Group.

• Monitor and assess the performance of the Senior Management Group, and ensure that the results are discussed by the Board.

• Review and approve the President and Chief Executive Officer’s recommendations for bonus, pension, severance and termination arrangements, and other benefits, direct and indirect, of the Senior Management Group.

• Review and approve the Senior Management Group’s employment agreements.

• Review and approve retention programs for the Senior Management Group.

• Review the adequacy and form of compensation of: (i) the Board; (ii) the board of directors of any affiliate; and (iii) the members of any Board committee, in light of the responsibilities and risks involved in being a Director and/or a Chair and provide the Board with recommendations.

• Review and approve annual compensation and expense policy and benefit programs.

• Review and approve pay equity and employment equity policies.

• Review and approve recommendations concerning the operation of any employee share purchase plan, including recommendations as to entitlement, terms, price and all other matters related to that plan.

• Review and approve recommendations concerning the operation of any share option plan or similar incentive plan, including recommendations as to entitlement, vesting, price, incentive targets and all other matters relating to that plan.

• Review and approve recommendations concerning the operation of any Directors’ and officers’ compensation plan, including recommendations as to entitlement, price and all other matters related to that plan.

• Review and approve recommendations concerning the operation of any profit or bonus participation plan, including recommendations as to entitlement, terms, price and all other matters related to that plan.

• Review succession planning for the Senior Management Group and provide the Board with recommendations.