Governance - Board of Directors

Mr. Bloomberg is an advisor to National Bank Financial, where he served as Co-Chairman of the Board and Co-Chief Executive Officer from October 1999 to October 2000. Previously, Mr. Bloomberg was Chairman of the Board, President and Chief Executive Officer of First Marathon Inc., a company he founded in 1979, which merged with National Bank Financial Inc. in 1999. Prior to and after starting his own business, he contributed to the development of many financial and non-financial companies.

Mr. Bloomberg has extensive expertise in the financial sector, both nationally and internationally. Prior to and after starting his own business, he contributed to the development of many financial and non-financial companies. He brings valuable insight and a unique perspective to the Board on financial sector developments in Canada and abroad.

Mr. Bloomberg currently serves as Chairman of the Board of Toronto's Mount Sinai Hospital and sits on the board of directors of the MaRS Discovery District.

Director of reporting issuers or parapublic companies in the past five years

Since 1996, Mr. Bourgie has been President and Chief Executive Officer of Société Financière Bourgie (1996) inc ., a diversified investment company and, since 1998, President of Montreal Partners Inc., a merchant bank specializing in business financing. He is also President of Ipso Facto, a real estate financing limited partnership.

As a business leader and a director of various companies, Mr. Bourgie brings to the Board his business management skills as well as a keen understanding of corporate governance and management of large international businesses.

Mr. Bourgie is active in a number of economic, community and cultural organizations and also chairs the Fondation Arte Musica.

Director of reporting issuers or parapublic companies in the past five years

Mr. Caillé is a Corporate Director and Senior Strategic Advisor at Sofame Technologies Inc., a company which custom engineers and manufactures direct-contact heat recovery and hot water heating systems. He was Chairman of Hydro-Québec 's board of directors from April to September 2005 and served as the company's President and Chief Executive Officer and director from October 1996 to April 2005. From 1982 to 1987, Mr. Caillé held various senior executive positions with Gaz Métro Inc., formerly known as Gaz Métropolitain inc., including President and Chief Executive Officer from 1987 to 1996. He was also Director of Environmental Protection Services and Deputy Minister of the Environment of Quebec from 1974 to 1982. From 2004 to 2007, he served as President of the World Energy Council.

Over the years, Mr. Caillé has been the recipient of many prestigious awards, including the Pierre-DeCelles award in recognition of his outstanding management in public administration. He was also made a Knight of the Legion of Honour of the French Republic in June 2004.

Mr. Caillé is involved with a number of charitable organizations, and is notably Co-Chairman of the Board of the Fondation Père Sablon.

He brings to the Board extensive knowledge of the energy and environmental sectors and experience in managing large corporations.

Director of reporting issuers or parapublic companies in the past five years

Mr. Coulombe is a partner of the law firm Lavery, de Billy, L.L.P. From 1977 to 2007, he was Senior Partner at Desjardins Ducharme, L.L.P., where he chaired the board of directors from 2000 to 2007. From 1972 to 1977, he was responsible for negotiating international tax treaties on behalf of the Department of Finance Canada. Mr. Coulombe was called to the Quebec Bar in 1969.

Mr. Coulombe is actively involved in several charitable organizations and also chairs the board of the Chamber Orchestra I Musici of Montreal.

He has extensive expertise in business management and corporate law, especially with respect to financial institutions and crown corporations, as well as the creation of financial and industrial consortia. He is also an authority on corporate governance matters.

Mr. Coulombe also serves on the boards of directors of the following subsidiaries of the Bank: FMI Acquisition Inc., National Bank Life Insurance Company, National Bank Group Inc., National Bank Acquisition Holding Inc. and National Bank Trust Inc.

Director of reporting issuers or parapublic companies in the past five years

Mr. Bernard Cyr
Age: 60
Cap Shediac, New Brunswick, Canada

Director since August 2001

Since 1986, Mr. Cyr has been President of Cyr Holdings Inc., a holding company in the hotel, commercial real estate, restaurant and entertainment sectors and, since 1993, President of Dooly's Inc., an entertainment industry franchiser. He was a member of the Bank's Atlantic Canada business development committee from 1996 to 2001.

Mr. Cyr plays an active role in his region. He serves on several boards of directors and is involved with various charitable organizations. He is notably a member of the board of directors of the Dr. George-L.-Dumont Hospital Foundation in Moncton.

In addition to his entrepreneurial vision, Mr. Cyr brings to the Board varied experience in the management of small and medium-sized enterprises as well as a thorough understanding of regional markets.

Role on Board of Directors and Board standing committees

Board member
Member of the Audit and Risk Management Committee

Director of reporting issuers or parapublic companies in the past five years

NB Power Group

1998 to date

Ms. Dawe is a Corporate Director and has been President of Shirley Dawe Associates Inc., a Toronto-based management consulting firm, since 1986. From 1969 to 1985, she held various senior executive positions with Hudson's Bay Company.

Her extensive management and consumer marketing experience brought Ms. Dawe to the boards of directors of numerous public and private companies in Canada and the United States. Her expertise in the retail sector led to her appointments in industry-specific public task forces and the boards of academic and non-profit organizations.

Ms. Dawe is also currently active in several organizations dedicated to the advancement of women's leadership.

Ms. Dawe brings to the Board a deep understanding of consumer trends and winning business strategies in the North American retail industry, coupled with a keen appreciation of corporate governance issues.

Director of reporting issuers or parapublic companies in the past five years

Ms. Diamond-Gélinas has been President of Aspasie Inc., a manufacturer of colour charts, since 1988, and President of Plastifil Inc., a synthetic fibre manufacturer. She also heads Trois-Rivières Ford Lincoln Inc., a company specializing in the sale, leasing and servicing of motor vehicles. She was a member of the Bank's Mauricie business development committee from 1992 to 1998.

Actively involved in her community, Ms. Diamond-Gélinas chairs the board of directors of the Fondation du Centre hospitalier régional de Trois-Rivières. In addition, she chairs the board of directors of the Montréal Impact F.C. school club, now known as the Club de soccer Attak de Trois-Rivières.

Ms. Diamond-Gélinas has first-hand experience of the realities and challenges facing small and medium-sized manufacturers as well as a solid grasp of the economic and social dynamics of regional markets.

Ms. Diamond-Gélinas also currently serves on the board of the Bank's subsidiary National Bank Life Insurance Company.

Director of reporting issuers or parapublic companies in the past five years

Mr. Douville has been Chairman of the Board of the Bank since March 10, 2004. He is also Chairman of the Board of UAP Inc., a company specialising in the distribution, merchandising and remanufacturing of automotive parts and replacement accessories for cars, trucks, and heavy vehicles. Mr. Douville was called to the Quebec Bar in 1968. He began working for UAP Inc. in 1971. He became President of the company in 1981, and was subsequently appointed Chief Executive Officer in 1982 and then Chairman of the Board in 1995.

Before being appointed Chairman of the Bank's Board, he was successively Chair of the Audit and Risk Management Committee and Chair of the Conduct Review and Corporate Governance Committee.

Mr. Douville brings to the Board in-depth knowledge of a key industrial sector in North America as well as experience in managing a large corporation.

Director of reporting issuers or parapublic companies in the past five years

_{(1) This company was privatised and now operates under the name of 9137-7101 Québec Inc.}

Mr. Marcel Dutil
Age: 66
Montreal, Quebec, Canada

Director since January 1982

Mr. Dutil is Chairman of the Board of Directors and Chief Executive Officer of Canam Group Inc. He is the founder of this industrial company, which operates plants specializing in the design and manufacture of construction products and solutions. He has devoted his entire career to growing this company. Mr. Dutil is also a director of Canam Manac Inc.

Mr. Dutil is involved in economic and social organizations. He is a director of the Montreal Economic Institute and a member of the Board of Governors of the Centre d'entreprises et d'innovation de Montréal (CEIM).

In building his business from the ground up, Mr. Dutil has acquired solid experience in the areas of management and market development, especially international markets.

Role on Board of Directors and Board standing committees

Board member
Member of the Human Resources Committee

Director of reporting issuers or parapublic companies in the past five years

Canam Group Inc.	1972 to date
The Jean Coutu Group (PJC) Inc.	1995 to date
Total Containment Inc.	1990 to 2004
Leroux Steel Inc.⁽¹⁾	1999 to 2003
MAAX Inc.⁽²⁾	2001 to 2004

_{(1) This company was privatised and now operates under the name of 9137-7101 Québec Inc.

(2) MAAX Inc. was privatized in June 2004.}

Mr. Gaulin is a Corporate Director. He is currently Chairman of the Board of RONA Inc. and a member of the board of directors of Bombardier Recreational Products Inc. He was Chairman of the Board of Ultramar Diamond Shamrock Corporation from January 1, 2000 to January 1, 2002 where he was also President and Chief Executive Officer from January 1, 1999 to January 1, 2002. In 1996, following the merger of Ultramar Corporation and Diamond Shamrock Inc., he was named Vice-Chairman of the Board, President and Chief Operating Officer of Ultramar Diamond Shamrock Corporation. Prior to the merger, he was Chairman of the Board and Chief Executive Officer of Ultramar Corporation.

Mr. Gaulin is involved in many charitable organizations. He is Chairman of the board of directors of Friends of Polytechnique of Montreal.

He brings to the Board expertise in the oil industry and solid experience in managing a large corporation in a North America context.

Director of reporting issuers or parapublic companies in the past five years

Mr. Gobeil is Vice-Chairman of the Board of Metro Inc. He has been a member of the Ordre des comptables agréés du Québec since 1965, and a Fellow since 1986. Elected as a member of the Quebec National Assembly (MNA) for the riding of Verdun in 1985, he was, until 1989, successively Minister Responsible for Administration, President of the Treasury Board and Minister of International Affairs in the Quebec government. From 1974 to 1985, he held a number of positions at Provigo Inc., including Vice-President, Finance and Administration.

Throughout his career, Mr. Gobeil has been a member of a number of boards of directors as well as economic, social, and cultural organizations. He served as Chairman of the Board of the Université de Sherbrooke from 2000 to 2003 and as Chair of its foundation from 1997 to 2001. He also chaired the Business Advisory Council of the Asia-Pacific Economic Cooperation (APEC) Forum in 1997.

Mr. Gobeil brings to the Board a wealth of expertise in corporate governance, financial and accounting management and corporate strategy.

Director of reporting issuers or parapublic companies in the past five years

Ms. Laflamme is a Corporate Director. She was Senior Executive Vice-President and Advisor to the President and Chief Executive Officer of the Montréal Exchange Inc.⁽¹⁾ until her departure on June 30, 2008, after 11 years with this exchange dedicated to the development of the Canadian derivatives market. In this capacity, Ms. Laflamme served as Chief Financial Officer and was also responsible for human resources and administration. An accountant by training, Ms. Laflamme has been a member of the Ordre des CGA du Québec since 1977. Her professional background includes 12 years at the accounting firm Raymond, Chabot, Martin, Paré & Co.⁽²⁾ and various internal audit and financial management positions at companies in a number of sectors.

Director of reporting issuers or parapublic companies in the past five years

_{(1) Further to combination of Montréal Exchange Inc. and TSX Group Inc. on May 1, 2008, company now called TMS Group Inc.

(2) This accounting firm is now known as Raymond Chabot Grant Thornton and Co. (LLP).

(3) Ms. Laflamme was appointed as a director of the Bank and member of the Audit and Risk Management Committee on November 3, 2008. She therefore did not attend any of the meetings held during the fiscal year ended October 31, 2008.}

Ms. Runte has served as President and Vice-Chancellor of Carleton University in Ottawa since July 1, 2008. She also served as President of Old Dominion University in Norfolk, Virginia from 2001 to 2008 and as President of Victoria University in the University of Toronto from 1994 to 2001. She is the author of many books and articles, notably on education and economic and cultural development.

Ms. Runte is a member of the Executive Advisory Council of SunGard Higher Education Inc. and a director of LifeNet Health. She has also served on various boards of directors in the literary, cultural and economic development sectors.

Drawing on her management experience in the university milieu and her involvement with boards of directors in Canada and abroad, Ms. Runte brings to the Board her vision of the issues facing markets in a globalized business environment.

Director of reporting issuers of parapublic companies in the past five years

Mr. Tellier has been President and Chief Executive Officer of Yellow Pages Group Co., Canada's largest directories publisher, since 2001. He was previously President and Chief Executive Officer of Bell ActiMedia Inc. Since 2003, he has led acquisitions totalling $4.5 billion. He has held a number of management positions in sales and finance throughout his career, including Senior Vice-President - Partnership Development at Bell Canada. He was also President and Chief Executive Officer of Sympatico-Lycos Inc., the leading Canadian Internet portal. In 2000, Mr. Tellier was also named one of Canada's Top 40 Under 40^TM.

Mr. Tellier also serves on the boards of directors of the Yellow Pages Association (YPA), the Canadian Council of Chief Executives and Sainte-Justine Hospital Foundation.

He brings to the Board management experience in the Canadian communications and media industry.

Director of reporting issuers or parapublic companies in the past five years

Mr. Vachon has been President and Chief Executive Officer of the Bank since June 2007. He is responsible for the strategies, orientations, and development of National Bank Financial Group. From August 2006 to May 2007, he held the position of Chief Operating Officer of the Bank, responsible for all its operating units. He was Chairman of the Board of Natcan Investment Management Inc. from November 2004 to September 2006, and of National Bank Financial Group from January 2005 to September 2006. From September 2005 to September 2006, he also held the position of President and Chief Executive Officer of National Bank Financial Inc. In 1986, he joined Lévesque Beaubien Geoffrion Inc., now National Bank Financial Inc., where he served as Vice-President until 1990. From 1990 to 1996, he was employed by BT Bank of Canada, the Canadian subsidiary of Bankers Trust, where he served as President and Chief Executive Officer from 1994 to 1996. Mr. Vachon returned to the Bank in 1996 and, in 1997, he was appointed Senior Vice-President - Treasury and Financial Markets.

Mr. Vachon has a Master's in International Finance from The Fletcher School. In 2002, he was also named one of Canada's Top 40 Under 40^TM.

Mr. Vachon brings to the Board solid, well-rounded experience in various sectors of the financial industry, including investment management, risk management, business development, financial engineering and securities brokerage. He also developed his strategic and operational skills in a multicultural environment in Canada and the United States.

Mr. Vachon is a member of the boards of directors of the following subsidiaries of the Bank: National Bank Group Inc., National Bank Acquisition Holding Inc. and Natcan Acquisition Holdings Inc.

_{(1) Further to combination of Montréal Exchange Inc. and TSX Group Inc. on May 1, 2008, company now called TMS Group Inc.}