Board of Trustees

Roman Doroniuk
Trustee of the Fund

Toronto, Ontario

Roman Doroniuk is a consultant providing financial and strategic advisory services to a variety of companies in the healthcare, advertising and media industries. He also serves on the board of directors of The Forzani Group Ltd. Mr. Doroniuk was Executive Vice President of Magna International Inc. and Chief Operating Officer of Magna Entertainment Corp. from January 2003 to October 2003, President of Lions Gate Entertainment from October 1998 to April 2000 and Chief Financial Officer of Alliance Communications Corporation from October 1995 to September 1998. Mr. Doroniuk holds a Bachelor of Business Management from Ryerson University and is a Chartered Accountant.

Joanne Ferstman
Trustee of the Fund

Toronto, Ontario

Joanne Ferstman is Executive Vice President, Corporate Secretary and Chief Financial Officer of Dundee Corporation, and Executive Vice President and Chief Financial Officer of Dundee Wealth Management Inc. She is also Chief Financial Officer of Dundee Realty Corporation and Dundee Wealth Bank. Ms. Ferstman holds a Bachelor of Commerce from McGill University and is a Chartered Accountant.

John Forzani
Trustee of the Fund

Calgary, Alberta

John Forzani is the Founder and Chairman of The Forzani Group Ltd. (FGL), Canada's largest sporting goods retailer with sales of over $1 Billion. Prior to that John played professional football with the Calgary Stampeders for seven years. He is also Chairman of the Forzani Group Foundation that together with FGL have raised over $5 Million, helping communities locally and across Canada as well as serving as Chairman of IIC-INTERSPORT International Corporation in Berne, Switzerland, an international buying group and franchisor of over 4,500 sports stores in 28 countries.

AEROPLAN INCOME FUND CHARTER OF THE BOARD OF TRUSTEES

The information contained below is as of March 31, 2006.

I. PURPOSE

This charter describes the role of the Board of Trustees (the "Board") of Aeroplan Income Fund (the "Fund"). The Fund indirectly holds a minority interest in Aeroplan Limited Partnership, which in turn is managed by Aeroplan Holding GP Inc. This charter is subject to the provisions of the Fund's Declaration of Trust, a securityholder's agreement dated June 29, 2005 (the "Securityholder's Agreement") and to applicable laws. This charter is not intended to limit, enlarge or change in any way the responsibilities of the Board as determined by such Declaration of Trust and applicable laws. Subject to the Securityholder's Agreement, Trustees are elected annually by the unitholders of the Fund and together with those appointed to fill vacancies or appointed as additional Trustees throughout the year, collectively constitute the Board.

II. ROLE

The Board is responsible for the stewardship of the Fund.

The mandate of the Board is to supervise the management of the affairs of the Fund with a view to evaluate, on an ongoing basis, whether the Fund's income is being dealt with in a manner consistent with ethical considerations and stakeholder's interests and in order to enhance unitholder value. In discharging their duties, Trustees must act honestly and in good faith, with a view to the best interests of the Fund. Trustees must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

III. COMPOSITION

Selection

The Board shall be comprised of five members.

The Nominating Committee of the Board maintains an overview of the desired size of the Board, the need for recruitment and the expected skill-set of new candidates. The Nominating Committee reviews and recommends candidates for election as Trustees. The Board of Directors of Aeroplan Holding GP Inc. approves the final choice of candidates for election by the unitholders.

Board members must have an appropriate mix of skills, knowledge and experience in business and an understanding of the industry in which the Fund has investments. Trustees selected should be able to commit the requisite time for all of the Board's business.

Chairman

At each meeting that includes only Trustees, an independent Trustee shall be chosen to Chair the meeting. At joint meetings with the board of directors of Aeroplan Holding GP Inc., the Chairman of the board of Aeroplan Holding GP Inc. will Chair the meetings.

Independence

A majority of the Board shall be composed of trustees who must be determined to have no material relationship with the Fund and who, in the reasonable opinion of the Board, must be unrelated and independent under the laws, regulations and listing requirements to which the Fund is subject.

Criteria for Board Membership

Board members are expected to possess the following characteristics and traits:
(a) demonstrate high ethical standards and integrity in their personal and professional dealings;
(b) act honestly and in good faith with a view to the best interest of the Fund;
(c) devote sufficient time to the affairs of the Fund and exercise care, diligence and skill in fulfilling their responsibilities as Board members and as Committee members;
(d) provide independent judgment on a broad range of issues;
(e) raise questions and issues to facilitate active and effective participation in the deliberation of the Board;
(f) make all reasonable efforts to attend all Board meetings;
(g) review the materials provided by management in advance of the Board meetings.

Retirement Age for Directors

The policy of the Board is that no person shall be appointed or elected as a Trustee if the person exceeds 75 years of age. The policy allows for an exception where the Board determines it is in the interest of the Fund to request a Trustee to extend his/her term beyond the regular retirement age, provided however that such extension is requested in one-year increments.

IV. COMPENSATION

The Board has determined that the Trustees should be compensated in a form and amount which is appropriate and which is customary for comparable funds, having regard for such matters as time commitment, responsibility and trends in Trustee compensation.

V. RESPONSIBILITIES

Without limiting the Board's governance obligations, general Board responsibilities shall include the following:
(a) fulfilling all of their responsibilities under the Fund Declaration of Trust, including declaring and approving distributions and voting the units of Aeroplan Trust held by the Fund;
(b) discussing and developing the Fund's approach to corporate governance;
(c) monitoring corporate performance, including overseeing operating results on a regular basis to evaluate whether Aeroplan Limited Partnership is being properly managed;
(d) ensuring that appropriate structures and procedures are in place so that the Board can function effectively;
(e) conducting an annual assessment of the Board and of individual members of the Board; and
(f) ensuring that the Board as a whole and the directors are capable of carrying out and do carry out their roles effectively.

VI. MEETINGS

The Board will meet at least quarterly, with additional meetings scheduled as required. Each Trustee has a responsibility to attend and participate in meetings of the Board. The Chairman will prepare and distribute the meeting agenda and minutes to the Board.

Information and materials that are important to the Board's understanding of the agenda items and related topics will be distributed in advance of a meeting.

VII. DECISIONS REQUIRING PRIOR BOARD APPROVAL

The Board will, among other things, be responsible for approving the following:
(a) interim and annual financial statements, provided that the Board may delegate to the Audit, Finance and Risk Committee the responsibility to review such financial statements and make its recommendations to the Board;
(b) monthly distributions to unitholders; and
(c) raising of debt or equity capital and other major financial activities.

VIII. BOARD COMMITTEES

There are four Committees of the Board: the Audit, Finance and Risk Committee, the Governance and Corporate Matters Committee, the Nominating Committee and the Human Resources and Compensation Committee. The roles and responsibilities of each Committee is described in the respective Committee charters.

Members of the Audit, Finance and Risk Committee, the Human Resources and Compensation Committee and the Nominating Committee shall be independent as required under the charter of each Committee and the laws, regulations and listing requirements to which the Fund is subject.

IX. COMMUNICATION WITH THE BOARD

Unitholders and other constituencies may communicate with the Board and individual board members by contacting Shareholder Relations.

X. ADVISERS

The Board has determined that any Trustees who wishes to engage an advisor to assist on matters involving the Trustee's responsibilities as a Trustee at the expense of the Fund should have its request reviewed by, and obtain the authorization of, the Chairman.

XI. OTHER MATTERS

The Board expects Trustees to act ethically at all times and to acknowledge their adherence to the policies comprising the Code of Ethics and Business Conduct (the "Code").

Trustees shall disclose all actual or potential conflicts of interest and refrain from voting on matters in which the Trustee has a conflict of interest. In addition, a Trustee shall excuse himself or herself from any discussion or decision on any matter in which the Trustee is precluded from voting as a result of a conflict of interest or which otherwise affects his or her personal, business or professional interests.