AIR MILES® Reward Program "Two Million Surprise" Quebec Contest (The "Contest")

Official Contest Rules

The Contest is open only to AIR MILES Collectors who are residents of Quebec. See Rule 2 below.

1. Contest Sponsor: LoyaltyOne, Inc. doing business as AIR MILES or the AIR MILES Reward Program (the "Contest Sponsor"), 438 University Ave, Suite 600, Toronto, Ontario, M5G 2L1.

2. Eligibility: The Contest is open only to AIR MILES Collectors who are residents of Quebec and have reached the age of majority except for employees, representatives and agents of Contest Sponsor, or the participating sponsors Jean Coutu, RONA, Réno-Dépôt, and Michaels (collectively "Participating Sponsors"), their respective affiliates and their respective advertising and marketing agencies, Contest administrators, judges and persons domiciled with any of the above. The Collector is the individual in whose name the Collector Account has been established or, in the case of a Business Collector, the principal associated with the Business Collector Account, as determined by the Contest Sponsor. Province of residence will be determined by the mailing address associated with the Collector Account. If you are not already an AIR MILES Collector, you may become one by enrolling online at www.airmiles.ca.

3. Agreement to Official Contest Rules: By participating in the Contest, you fully and unconditionally agree to and accept the Official Contest Rules and the decisions of Contest Sponsor and its Contest administrators and judges, which are final and binding in all matters related to the Contest.

4. Contest Period: The Contest begins at 12:00:01 am. on October 11, 2012 and ends at 11:59:59 pm on October 17, 2012 (the "Contest Period"). Scratch Cards can only be obtained in accordance with the Contest Rules during the Contest Period or while quantities last, whichever occurs first. All times refer to Eastern Time ("ET") throughout the Contest.

5. Prizes: The approximate number of prizes available to be won at each Participating Sponsor is specified below. The total number of prizes available is also specified below.

PRIZE/PARTICIPATING SPONSOR	10 AIR MILES® REWARD MILES	100 AIR MILES® REWARD MILES	1000 AIR MILES® REWARD MILES	5X Bonus Offer at Jean Coutu	10X Bonus Offer at Jean Coutu
Jean Coutu	31,810	3,181	636	75,000	25,000
RONA	14,315	1,432	286	n/a	n/a
Réno-Dépôt	3,580	358	72	n/a	n/a
Michaels	300	30	6	n/a	n/a
(Total number of specified prize)	50,005	5,001	1,000	75,000	25,000

A Bonus Offer consists of the right to earn a multiple of the number of base AIR MILES reward miles that you would ordinarily earn on a "qualifying transaction" (excluding taxes). A "qualifying transaction" refers to a transaction that results in one or more base AIR MILES reward miles and is subject to the terms and conditions of both the AIR MILES Reward Program and the applicable Participating Sponsor. The Bonus Offer prize listed in the above chart consists of the right to earn a multiple of 5 times or 10 times (as applicable) the number of base AIR MILES reward miles that you would ordinarily earn from a participating Jean Coutu location in Quebec in a single transaction by the specified expiry date of October 17, 2012 and which constitutes a "qualifying transaction". For Jean Coutu, earn 1 base AIR MILES reward mile for every $15 you spend net of discounts and excluding taxes, post office, lottery tickets, bus tickets and passes, gift cards and other prepaid cards, prescriptions, and other products affected by the drug store laws and its rules.

The approximate retail value of AIR MILES^® reward miles depends on the chosen method of redemption and available reward options at the time of redemption and how the winner's preferences have been set as between AIR MILES Cash balance and AIR MILES Dream balance. If redeemed for AIR MILES Cash, 95 reward miles can be redeemed for $10 with AIR MILES Cash in stores at participating sponsors. If redeemed for flights (950 reward mile minimum required for flight redemption), value depends on destination chosen, date of travel and use of multiple carriers or suppliers. For example, one return economy flight from Toronto, Ontario to Winnipeg, Manitoba is 1750 AIR MILES reward miles and has an approximate value of $525.00 (Canadian) excluding taxes. Winner must pay applicable taxes, related transportation fees, governmental levies, excess baggage and other non-ticket costs. The value of AIR MILES^® reward miles redeemed for non-flight reward options depends on reward options in effect at the time of redemption. AIR MILES reward miles are subject to the terms and conditions of the AIR MILES Reward Program as amended from time to time.

Prizes are not transferable and must be accepted as awarded and are not convertible to cash except as specifically provided by the terms and conditions of the AIR MILES^® Reward Program.

6. How to Obtain a Scratch Card. No Purchase Necessary.

To obtain a FREE Scratch Card, during the Contest Period and while supplies last, show your AIR MILES Collector Card at either the customer service desk or at the check-out at participating locations of any Participating Sponsor (Jean Coutu, RONA, Réno-Dépôt, and Michaels) in Quebec.

Limit of one (1) Scratch Card per AIR MILES Collector Account per Participating Sponsor per day, while supplies last.

7. How to Play: Once you have a Scratch Card, scratch the area marked to reveal the message underneath. Prizes are randomly distributed amongst the Scratch Cards in accordance with Section 5. If your Scratch Card reveals one of the messages from one of the charts below, you are eligible to win the prize corresponding to that message.

Scratch Cards Obtained at Jean Coutu

Message on Scratch Card Description of Prize 10 reward miles 10 AIR MILES® reward miles 100 reward miles 100 AIR MILES® reward miles 1,000 reward miles 1000 AIR MILES® reward miles 10X the reward miles with the purchase of $15* or more at Jean Coutu. 10X Bonus Offer at Jean Coutu 5X the reward miles with the purchase of $15* or more at Jean Coutu. 5X Bonus Offer at Jean Coutu

Scratch Cards Obtained at RONA, Réno-Dépôt, or Michaels in Quebec

Message on Scratch Card Description of Prize WIN 10 AIR MILES® reward miles 10 AIR MILES® reward miles WIN 100 AIR MILES® reward miles 100 AIR MILES® reward miles WIN 1000 AIR MILES® reward miles 1000 AIR MILES® reward miles

If any message other than a message listed in the charts above in Section 7 appears, we regret you are not eligible to win a prize but please try again. Note that these Scratch Cards are still eligible for the offer described in Section 8 below.

8. Bonus Offer Promotion for Non-winning Scratch Cards:

Scratch Cards distributed from Jean Coutu stores that are not eligible for an AIR MILES® reward miles prize or a 5X or 10X Bonus Offer prize will show the message "2X the reward miles with the purchase of $15* or more at Jean Coutu." in the scratch area of the Scratch Card.

Scratch Cards distributed from RONA stores that are not eligible for an AIR MILES® reward miles prize will show the message "Until Oct. 17 – 15 BONUS reward miles at RONA on a $60 or more qualifying purchase.*" in the scratch area of the Scratch Card.

Scratch Cards distributed from Réno-Dépôt stores that are not eligible for an AIR MILES® reward miles prize will show the message "Until Oct. 17 – 15 BONUS reward miles at Réno-Dépôt on a $60 or more qualifying purchase.* in the scratch area of the Scratch Card.

Scratch Cards distributed from Michaels stores that are not eligible for an AIR MILES® reward miles prize will show the message "Until Oct. 17 – 5X the reward miles at Michaels on a $50 qualifying purchase.* " in the scratch area of the Scratch Card.

Entrants wishing to use the 2X Bonus Offer promotion at Jean Coutu, 15 Bonus AIR MILES® reward miles Offer at RONA, 15 Bonus AIR MILES® reward miles Offer at Réno-Dépôt, or 5X Bonus Offer promotion at Michaels must submit the Scratch Card along with your AIR MILES® Collector Card to a cashier at a participating location in Quebec by close of business on October 17, 2012 when you make a qualifying transaction at the specified Participating Sponsor. The minimum purchase amount specified in each Bonus Offer is net of discounts and excludes taxes and is subject to all terms and conditions of the AIR MILES Reward Program and the applicable Participating Sponsor. The skill-testing question and information on the back of the Scratch Card does not need to be completed.

9. Bonus Offer Promotion for Winning Scratch Cards

Although Scratch Cards distributed from Jean Coutu stores that are eligible for an AIR MILES® reward miles prize or a 5X or 10X Bonus Offer prize will not display the 2X Bonus Offer promotion in the scratch area of the Scratch Card, each entrant has the option of using the Scratch Card for the 2X Bonus Offer promotion instead of the AIR MILES® reward miles prize or the 5X or 10X Bonus Offer prize. To do so, submit your Scratch Card to a representative at a participating location of Jean Coutu in Quebec by October 17, 2012 when you make a qualifying purchase and inform the representative that you elect to have the 2X Bonus Offer promotion instead of the prize listed on the Scratch Card.

Although Scratch Cards distributed from RONA, Réno-Dépôt, and Michaels stores that are eligible for an AIR MILES® reward miles prize will not display the Bonus Offer promotion (as described in Section 8) in the scratch area of the Scratch Card, each entrant has the option of using the Scratch Card for the Bonus Offer promotion instead of the AIR MILES® reward miles prize. To do so, submit your Scratch Card to a representative at a participating location of the applicable Participating Sponsor in Quebec by October 17, 2012 at Michaels, RONA and Reno Depot when you make a minimum purchase of the amount specified for that Bonus Offer promotion (subject to compliance with the terms and conditions of the AIR MILES Reward Program as well as that applicable Participating Sponsor) and inform the representative that you elect to have the Bonus Offer promotion instead of the prize listed on the Scratch Card.

10. How to Claim a Prize: Only persons meeting the eligibility requirements and otherwise complying with the Official Contest Rules can claim a prize. Limit of one 1000 AIR MILES^® reward miles prize and one other AIR MILES^® reward miles prize per Collector Account.

If you receive a Scratch Card with a winning message for an AIR MILES^® reward miles prize, complete the back of the Scratch Card (including correctly answering the mathematical skill-testing question) and submit the Scratch Card along with your AIR MILES^® Collector Card to a cashier at a Participating Sponsor location of the same Sponsor from which you obtained the Scratch Card in Quebec by close of business on October 17, 2012.

If you receive a Scratch Card with a winning message for an AIR MILES^® Bonus Offer prize, complete the back of the Scratch Card (including correctly answering the mathematical skill-testing question) and submit the Scratch Card along with your AIR MILES^® Collector Card to a cashier at a participating Jean Coutu location in Quebec by close of business on October 17, 2012 when you make a qualifying transaction.

11. In order to be declared a winner of either an AIR MILES^® reward miles prize or a Bonus Offer prize, participants must first correctly answer the mathematical skill-testing question on the Scratch Card and otherwise comply with the Official Contest Rules. All prize claims must be received by October 17, 2012. Claims received after this date are null and void and ineligible for prizes. Unclaimed prizes will not be awarded.

12. AIR MILES^® reward miles will be deposited directly into the applicable AIR MILES^® Collector Account within 6-8 weeks of October 17, 2012 subject to confirmation of the winner (if applicable).

13. Number of Scratch Cards and Chances of Winning: A total of 1,257,500 Scratch Cards will be available for distribution during the Contest Period, or while quantities last, whichever occurs first. Scratch Cards will be distributed between the Participating Sponsors as follows:

PARTICIPATING SPONSOR	APPROX. NO. OF SCRATCH CARDS
Jean Coutu	800,000
RONA	360,000
Réno-Dépôt	90,000
Michaels	7,500

14. At the outset, at any of the Participating Sponsors, the overall approximate odds of being eligible to win one (1) of the 10 AIR MILES^® reward miles prizes are 1 in 25; the overall approximate odds of being eligible to win one (1) of the 100 AIR MILES^® reward miles prizes are 1 in 251; the overall approximate odds of being eligible to win one (1) of the 1000 AIR MILES^® reward miles prizes are 1 in 1,257.

15. At the outset, at Jean Coutu, the overall odds of being eligible to win one of the 5X Bonus Offer prizes are 3/32; and the overall odds of being eligible to win one of the 10X Bonus Offer prizes are 1 in 32.

16. The total number of prizes available to be won will decrease throughout the Contest Period as Scratch Cards are distributed and prizes are claimed. The odds of obtaining an eligible "winning" Card will also change throughout the Contest Period as Scratch Cards are distributed and prizes are claimed.

17. General: Scratch Cards are subject to verification and are automatically void if not obtained through legitimate channels or in accordance with Official Contest Rules, or if illegible, altered, forged, defaced, mutilated, tampered with or irregular in any way or if the Scratch Cards contain printing or other errors. The Contest Sponsor reserves the right in its sole discretion to withdraw such Scratch Cards and to disqualify any individual it finds to be tampering with the entry process or the operation of the Contest or to be acting in violation of these Official Contest Rules or in an unsportsmanlike or disruptive manner. Any attempt by any person to deliberately undermine the legitimate operation of the Contest may be a violation of criminal and civil law, and, should such an attempt be made, the Contest Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. The Contest Sponsor's failure to enforce any term of these Official Contest Rules shall not constitute a waiver of that provision.

18. Contest Sponsor is not responsible for requests for Scratch Cards, Scratch Cards or prize claims which are lost, late, illegible, incomplete, stolen, mutilated, misdirected, destroyed or not distributed. Liability for a defective, illegible, blank or otherwise irregular Scratch Card is limited to replacement of the Scratch Card while supplies last. If this should occur, return the defective, illegible, blank or otherwise irregular Scratch Card to a Participating Sponsor in Quebec and it will be replaced with a new Scratch Card while supplies last.

19. If, due to a production or printing error or other unforeseen error, there are more prize claims than prizes intended to be awarded for any level of prize, upon discovery of such error, all prize fulfillment will cease and a random drawing from among all verified prize claims received by the end of the Contest Period will take place on November 15, 2012 at 10:00 am in Oakville to select potential winners to receive the remainder of the prizes for that prize level. Entrants selected to win a prize will be contacted and will be required to correctly answer a mathematical skill-testing question and otherwise comply with the Official Contest Rules in order to be awarded a prize. Entrants who cannot be reached or do not respond within a reasonable time, who fail to correctly answer the mathematical skill-testing question, who fail to complete and return the Prize Acknowledgement and Release Form (if applicable) within the specified time, or otherwise do not comply with the Official Contest Rules, will forfeit the prize and another entrant may be randomly selected. In no event will more than the number and type of prizes as contemplated by these Official Contest Rules be awarded.

20. The Contest Sponsor is not responsible for any technical, hardware, software or telephone failures of any kind, or lost or unavailable network connections or garbled or deleted computer network transmissions, or failed, incomplete, garbled, misdirected or lost prize claims or inaccurate capture of information, even if it limits the ability to participate in the Contest. The Contest Sponsor is not responsible for any injury or damage to persons or property arising from the Contest or any prize, or which may be caused, directly or indirectly, in whole or in part, from accessing or transmitting any material from the Contest website or any Contest Sponsor regardless of whether the material was prepared by the Contest Sponsor or a third party or is connected to the website by hyperlink. Any entry which is in violation of these Official Contest Rules or received after the end of the Contest Period is void. All prize claims are subject to verification by Contest Sponsor and will be void if obtained other than in compliance with these Official Contest Rules. The Contest Sponsor will not accept screen shots or other evidence of winning in lieu of its verification process. Proof of sending is not proof of receipt. All prize claims become the property of the Contest Sponsor and will not be returned.

21. By accepting a prize, winners release the Contest Sponsor, the Participating Sponsors, and their respective affiliated and related companies, and their respective officers, directors, employees and agents, including, without limitation, their advertising and promotional agencies and the independent contest organizations ("Releasees"), from any and all liability, loss or damage incurred with respect to the awarding, receipt, possession and/or use or misuse of any prize and acknowledge that the Releasees have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied in fact or in law, including but not limited to its quality, mechanical condition or fitness for a particular purpose.

22. The Contest Sponsor and Participating Sponsors reserve the right to use any winner's name, city/province or territory of residence, likeness, photograph, voice and statements without further compensation, in connection with any advertising and publicity carried out by or on behalf of the Contest Sponsor in relation to the Contest or the AIR MILES Reward Program, in any media throughout the world in perpetuity, including posting winner's name on the Contest website or in other advertising.

23. For Québec residents, any litigation respecting the conduct or organization of a publicity contest in Québec may be submitted to the Régie des alcools, des courses et des jeux (the "Régie") for a ruling. For Québec residents, any litigation respecting the awarding of a prize may be submitted to the Régie only for the purpose of helping the parties reach a settlement.

24. Subject to the jurisdiction in Québec of the Régie, the Contest Sponsor reserves the right, at its sole discretion, to substitute a prize with one of equal or greater value, to cancel, terminate, amend or suspend the Contest without prior notice at any time and for any reason including without limitation, if viruses, bugs, unauthorized human intervention, attempts to disrupt the Contest or other causes beyond the Contest Sponsor's control corrupt or affect the administration, security, fairness or proper play or conduct of the Contest. In no event will the Contest Sponsor be liable for more prizes (in quantity or amount) than that specified in the Official Contest Rules.

25. The Contest Sponsor uses the AIR MILES^® Collector number to track entry into this Contest. The Contest Sponsor uses the entrants' entry information in accordance with the AIR MILES^® Reward Program Privacy Policy (see "Privacy" link at airmiles.ca). The Contest is subject to all applicable laws.

^®™ Trademarks of AIR MILES International Trading B.V. Used under license by LoyaltyOne, Inc. Sponsor and Supplier trademarks are owned by the respective Sponsors or Suppliers or authorized for their use in Canada.