1. Board Retainer and Attendance Fees^*

Director compensation is paid only to non-employee directors.

Annual Retainer		$30,000
Additional Annual Dedicated Board Retainer (paid in Deferred Share Units or Common Shares)		$90,000
Annual Audit and Conduct Review Committee Retainer
	- Chair	$40,000
	- Member	$6,000
Annual Human Resources Committee Retainer
	- Chair	$25,000
	- Member	$3,000
Annual Other Committee Retainer
	- Chair	$20,000
	- Member	$3,000
Board Meeting Attendance Fee		$2,000 (per meeting)
Committee Meeting Attendance Fee		$2,000 (per meeting)
Regional Advisory Committee Meeting Attendance Fee		$1,000 (per meeting)
Non-Executive Chairman Annual Retainer1		$300,000

2. Share Ownership Guidelines^*

A minimum share ownership of $450,000 is required. Directors have 5 years from the date of their appointment within which to reach this target.

3. Director Stock Options

The granting of stock options to directors has been discontinued.

4. By-law No. 1 - Section 3.13²

Compensation - For each financial year, a sum not exceeding $3,500,000 may be taken by the Board from the funds of the Bank as remuneration for their services as Directors, and the Directors may from time to time apportion the same among themselves in such manner as they shall think fit. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board, of any Committees of the Board, or of Shareholders.

^*Commencing Fiscal 2010.

¹This is a flat fee. No meeting attendance fees or other retainers are paid to the Chairman.

² Amendment approved by the Shareholders of the Bank on March 2, 2004.