Intact Financial Corporation - Corporate Governance

Claude Dussault , Chairman of the Board

Mr. Dussault has been Chairman of the Board of Directors of ING Canada since January 1, 2008, of which he was President and Chief Executive Officer from 2001 to the end of 2007. Mr. Dussault has been a director of ING Canada and its P&C insurance subsidiaries since May 2000. Mr. Dussault has held several executive positions within the ING group of companies in Canada for the last 22 years; he is a Fellow of the Canadian Institute of Actuaries and the Casualty Actuarial Society; he graduated from the Université Laval (Québec) with a Bachelor of Actuarial Science degree and has completed the Advanced Executive Education Program at the Wharton School of Business. Mr. Dussault is also a director of ING Bank of Canada that reports to the banking arm of ING Groep and a director of Metro Inc. Mr. Dussault is a member of the Conduct Review & Corporate Governance Committee.

Charles Brindamour , President and Chief Executive Officer

Charles Brindamour is President and Chief Executive Officer of Intact Financial Corporation, the largest provider of property and casualty insurance in the country. He was appointed CEO on January 1, 2008. Prior to this appointment, he was Chief Operating Officer, a role he held since January 2007. Mr. Brindamour began his career at with ING Groep in 1992 as an actuary and went on to hold a series of progressive management positions in St-Hyacinthe, Toronto and Amsterdam. He was then appointed as Chief Actuary and Chief Financial Officer for ING Romania in 1997, where he was responsible for the actuarial, corporate services, finance, investments and strategic planning groups. Upon his return to the Canadian company in 1999, he became Vice-President of Finance, where he was responsible for a number of functions including acquisitions, strategic planning, and capital management. In 2001, he became Senior Vice-President of Personal Lines. In 2004, he was appointed Executive Vice-President and was responsible for the underwriting and claims divisions, planning and corporate development, as well as investor relations. A graduate of Laval University, Mr. Brindamour received his Bachelor of Science Actuarial degree in 1992. He became an Associate of the Casualty Actuarial Society in 1995. Mr. Brindamour is a Board member of Intact Financial Corporation, and is currently serving on the Board of the General Insurance Statistical Agency.

Yves Brouillette , Corporate Director and President, Placements Beluca Inc.

Mr. Brouillette is currently President of Placements Beluca Inc. which is a privately held investment company. Since 2007, he is also a director of White Mountains Insurance Group, a Bermuda-domiciled financial services holding company listed on the New York Stock Exchange. He was, from April 2002 to September 2005, the Chief Executive Officer of ING Latin America. Prior to that time, Mr. Brouillette was General Manager of ING Mexico and Chairman of the Executive Committee of ING Commercial America since 2001. Over the last 30 years, Mr. Brouillette has occupied several senior and executive positions within the ING group of companies. Mr. Brouillette is an Actuarial Science graduate of the Université Laval (Québec), a graduate of the Advanced Management Program of Harvard Business School and is a Fellow of the Canadian Institute of Actuaries and of the Casualty Actuarial Society. Mr. Brouillette has also been a director of our P&C insurance companies since 1989. Mr. Brouillette is a member of the Conduct Review & Corporate Governance Committee and the Human Resources Committee.

Paul Cantor , * , Director and Chair, Public Sector Pension Investment Board and Senior Advisor, Bennett Jones LLP

Mr. Cantor is the Chair of the Public Sector Pension Investment Board. Concurrently, he is Senior Advisor at Bennett Jones LLP. Mr. Cantor is also a member of the Board of Directors of ING Bank of Canada that reports to the banking arm of ING Groep. Mr. Cantor was Chairman and CEO of National Trust Company and earlier held other senior executive positions in the financial services sector. He has also served on the Board of Directors of a number of large financial institutions. He was Chairman for Canada of the global executive search firm, Russell Reynolds Associates. His public sector service includes establishing and serving as the first executive director of the World Bank-Canadian government sponsored Toronto International Leadership Centre for Financial Sector Supervision, and with the Department of Finance of the Government of Canada. Paul Cantor obtained a Bachelor of Arts from the University of Alberta and a law degree from the University of Toronto. He is also a Fellow of the Institute of Canadian Bankers. Mr. Cantor is a member of the Audit & Risk Review Committee and the Human Resources Committee. * Denotes independent director

Marcel Côté , Partner, Secor Consulting Inc.

Mr. Côté is a partner of Secor Consulting Inc., a Montreal-based consulting firm specializing in business strategy which he founded in 1975, and of which he was the President until June 2007. In 1989 and 1990, he was Director of Strategic Planning and Communication for the Office of the Prime Minister of Canada. From 1986 to 1988, he worked as an economic advisor to the Premier of Québec. Mr. Côté holds an M.Sc. in Economics from the Graduate School of Industrial Administration of Carnegie Mellon University in Pittsburgh, Pennsylvania. He is also a Fellow of the Center for International Affairs of Harvard University. Mr. Côté has also taught at the Université de Sherbrooke and the Université du Québec à Montréal. Mr. Côté was appointed as a member of ING Canada’s former Advisory Board in 1999, and was previously a member of our Board of Directors from 1997 to 1999. Mr. Côté is Chairman of the Human Resources Committee and a member of the Conduct Review & Corporate Governance Committee.

Robert W. Crispin , Corporate Director

Mr. Crispin was, until retirement, a member of ING Americas Executive Committee, which is responsible for all of ING’s insurance, banking and investment management activities in North and South America. From 2001 until the end of 2007, when he retired, he was Chairman and Chief Executive Officer of ING Investment Management Americas and was responsible for the ING Mutual Funds, ING Institutional Markets and ING’s insurance operations in Brazil, Chile and Peru. Prior to joining ING in 2001, Mr. Crispin was an Executive Vice-President of Massachusetts Mutual Life Insurance Company. Over the past 33 years he has held senior positions with a number of major insurance and financial services companies. These include Travelers Companies where he was Vice Chairman and Lincoln National Corporation where he was Executive Vice-President and Chief Investment Officer. He has led a variety of units including investments, finance, distribution, international operations and technology. Mr. Crispin received a B.A. from Wesleyan University and an M.B.A. from the University of Connecticut. He holds the Chartered Financial Analyst designation. Mr. Crispin is a member of the Investment Committee.

Eileen Mercier , * , Chair and Board Member, Ontario Teachers' Pension Plan

Ms. Mercier is currently the Chair of the Ontario Teachers’ Pension Plan Board. Her career encompasses 35 years of general management experience in the forest products, financial services, integrated oil and communication industries. From 1995 to 2003, Ms. Mercier headed her own management consulting firm, Finvoy Management Inc., specializing in financial strategy, restructuring and corporate governance issues. Prior to that time, she was Senior Vice-President and Chief Financial Officer of Abitibi-Price Inc. She holds an MBA from York University and a Master’s Degree from the University of Alberta. Ms. Mercier is also a member of the Board of Directors of ING Bank of Canada which is 100% owned by ING Groep. Ms. Mercier was appointed a member of ING Canada’s former Advisory Board in 1999. Ms. Mercier is Chair of the Conduct Review & Corporate Governance Committee and a member of the Audit & Risk Review Committee. * Denotes independent director

Timothy H. Penner , President of Procter & Gamble Inc.

Timothy H. Penner is President of Procter & Gamble Inc. He brings valuable retail and consumer marketing experience to Intact’s Board. Since joining P&G in 1978, he held progressively senior roles in Canada, the United States and the United Kingdom prior to his return as President of P&G Inc. in 1999. Throughout his career, Mr. Penner has served on numerous community, educational and professional committees. He currently serves on the Board of the Youth Challenge Fund and the YMCA of Greater Toronto. He is on the International Advisory Council of York University’s Schulich School of Business and is a member of the Ontario Task Force on Competitiveness and Prosperity. Mr. Penner serves on the Board and is Past Chair of both GS-1 Canada and Food & Consumer Products of Canada. Mr. Penner holds a Bachelor of Business Administration degree from Wilfrid Laurier University.

Louise Roy , * , Chancellor, Université de Montréal and Associate Fellow, Center for Interuniversity Research and Analysis on Organizations

Ms. Roy has been recently nominated as Chancellor (ad interim) of the Université de Montréal, the first woman to occupy these functions. Since 2003, Ms. Roy has been an Associate Fellow of the Center for Interuniversity Research and Analysis on Organizations, chairing the Forum on Leadership for Tomorrow, bringing together businesses and universities on management and leadership topics. She is also an international consultant and a corporate director on several boards. Between 2000 and 2003, Ms. Roy was Senior Vice-President, Marketing and Commercial Services of the International Air Transport Association (IATA). Ms. Roy graduated from the Université de Montréal in 1971 with a Bachelor of Science in sociology. She obtained a Masters of Science in 1972 from the University of Wisconsin and completed her Ph.D. studies in sociology in 1974. Ms. Roy was appointed a member of ING Canada’s former Advisory Board in 2001. Ms. Roy is a member of the Human Resources Committee. * Denotes independent director

Stephen Snyder , * , President and CEO of TransAlta Corporation

Mr. Snyder has been the President and CEO of TransAlta Corporation since 1996, an energy company focused on electricity generation and energy trading and marketing.Previously, he was President & CEO of Noma Industries Ltd., GE Canada Inc., and Camco, Inc. He is also a director of TransAlta Corporation as well as a Director of the Calgary Stampede Foundation, and Foundation Campaign. He is an immediate past Director of the Canadian Imperial Bank of Commerce. He is the past Chair of the following organizations: Alberta Secretariat for Action on Homelessness, the Calgary Committee to End Homelessness, the Canada-Alberta ecoEnergy Carbon Capture & Storage Task Force, the Conference Board of Canada, the Calgary Zoological Society, the Canadian Electrical Association, the United Way Campaign of Calgary and Area, and the Calgary Zoo’s ‘‘Destination Africa’’ capital campaign. He was awarded the Alberta Centennial Medal in 2005, the Conference Board of Canada 2008 Honorary Associate Award, and in 2009, the Chamber of Commerce Sherrold Moore Award of Excellence. Mr. Snyder holds a Bachelor of Science in chemical engineering from Queen’s University (Kingston) as well as a master of business administration from the University of Western Ontario (London). In addition, he has honorary degrees from the University of Calgary (LLD), and the Southern Alberta Institute of Technology (Bachelor of Applied Technology). Mr. Snyder was appointed a member of the Audit and Conduct Review and Coroprate Governance Committees on May 13, 2009. * Denotes independent director

Carol Stephenson , * , Dean, Richard Ivey School of Business, University of Western Ontario

Ms. Stephenson has been the Dean of the Richard Ivey School of Business at the University of Western Ontario since July 1, 2003. Prior to this appointment, she worked for more than 30 years in the telecommunications and technology industries, most recently as President and Chief Executive Officer of Lucent Technologies Canada. Ms. Stephenson serves on a number of other Boards of Directors, government committees and task forces. Ms. Stephenson is a graduate of the University of Toronto. She has also completed the Executive Program at the Graduate School of Business Administration, University of California at Berkeley, and the Advanced Management Program at Harvard University. In 2000, she was awarded an honorary doctorate in engineering from Ryerson Polytechnic University. Ms. Stephenson was appointed a member of ING Canada’s former Advisory Board in 1999 and was previously a member of our Board of Directors in 1999. She has also been a director of ING Canada’s P&C insurance subsidiaries since 2002. Ms. Stephenson is a member of the Human Resources Committee. * Denotes independent director

Board of directors