FOURTH AMENDMENT TO AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT

LOYALTY MANAGEMENT GROUP CANADA INC.

- and -

BANK OF MONTREAL

Fourth Amendment

to

Amended and Restated Program Participation Agreement

Dated as of May 23, 2008

FOURTH AMENDMENT TO AMENDED AND RESTATED

PROGRAM PARTICIPATION AGREEMENT

This agreement is made as of May 23, 2008 between LOYALTY MANAGEMENT GROUP CANADA INC. and BANK OF MONTREAL .

RECITALS:

A. The Parties entered into the Amended and Restated Program Participation Agreement made as of November 1, 2003, pursuant to which the Bank participates in the AIR MILES(R) Reward Program operated by LM;

B. The Parties entered in to Amending Agreements made as of March 9, 2004, March 1, 2006 and June 1, 2007;

C. The Parties now wish to further amend the Agreement;

D. Capitalized terms used but not defined herein have the meanings set out in Annex A to the Agreement, and the rules of interpretations set out in Annex A apply to this agreement.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1
PRE-PAYMENT OF REDEMPTION FEES

1.1 Definitions.

"Buyout Amount" means the sum of the Initial Buyout Amount and the Residual Buyout Amount.

"Initial Buyout Amount" means the amount to be paid by the Bank to LM pursuant to Section 1.4, calculated as shown in Schedule 1.4 hereto.

• • "Buyout Date" means May 31, 2008.

     

1.2 Release. The Bank agrees to pay the Buyout Amount to LM in accordance with the provisions of this Article in full and final satisfaction of the amount owing by the Bank to LM on account of the Fees which would be payable if all the BankCard AM outstanding on the Buyout Date were deemed to have been redeemed on such date. LM agrees that payment of the Buyout Amount will fully discharge and satisfy the Bank's obligation to pay the Fees payable upon the redemption of all BankCard AM that are not deemed to have been redeemed prior to the Buyout Date.

1.3 Two Stages. The Buyout Amount will be calculated by LM and paid by the Bank in two stages according to the formula set out in Schedules 1.4 and 1.5. The parties acknowledge that the figures shown in Schedule 1.5 are as of April 30, 2008, which are included to illustrate the calculation.

1.4 First Payment. The Bank will pay to LM the Initial Buyout Amount, plus GST, on May 30, 2008.

1.5 Second Payment. As soon as practicable after the Buyout Date but no later than June 15, 2008, LM will prepare a final statement in the form of Schedule 1.5 hereto showing the actual Buyout Amount as of the close of business on the Buyout Date and the difference between that amount and the Initial Buyout Amount (the " Residual Buyout Amount "). By no later than June 27, 2008, BMO shall pay LM, or LM shall pay BMO, as the case may be, the Residual Buyout Amount, plus GST.

1.6 Method of Payment. The Bank shall ensure that all amounts payable by it hereunder are received by and available to LM in