##### 



CryptoLogic Inc.
 RENEWAL ANNUAL INFORMATION FORM




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TABLE OF CONTENTS
 ITEM 1: INTRODUCTION
    
    
    1ITEM 2: CORPORATE STRUCTURE
    
    
    1Name, Address and Incorporation
    
    
    1Intercorporate Relationships
    
    
    2ITEM 3: GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    3Three-Year History
    
    
    3ITEM 4: DESCRIBE THE BUSINESS
    
    
    7Summary
    
    
    7Principal Markets
    
    
    7Distribution Methods
    
    
    9Revenue
    
    
    10Production and Services
    
    
    10Specialized Skill and Knowledge
    
    
    11Competitive Conditions
    
    
    11New Products and Services
    
    
    12Intangible Properties
    
    
    13Cycles
    
    
    14Economic Dependence
    
    
    14Changes to Contracts
    
    
    15Employees
    
    
    15Foreign Operations
    
    
    15Risk Factors
    
    
    16ITEM 5: DIVIDENDS
    
    
    22ITEM 6: DESCRIPTION OF CAPITAL STRUCTURE
    
    
    22ITEM 7: MARKET FOR SECURITIES
    
    
    22ITEM 8: DIRECTORS AND OFFICERS
    
    
    23ITEM 9: AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR
    
    
    27ITEM 10: LEGAL PROCEEDINGS
    
    
    29ITEM 11: TRANSFER AGENTS AND REGISTRARS
    
    
    29ITEM 12: NAME OF EXPERTS
    
    
    29ITEM 13: ADDITIONAL INFORMATION
    
    
    29SCHEDULE A  AUDIT COMMITTEE TERMS OF REFERENCE
    
    
    31




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Item 1: INTRODUCTION
    Marvel and all related character names and the distinctive likeness thereof: TM and © 2006 Marvel
Characters, Inc. All rights reserved. www.marvel.com
 Item 2: CORPORATE STRUCTURE
 Name, Address and Incorporation
 Business Corporations Act




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th rd M4V 2Y7.
  Intercorporate Relationships
  
 Note:  In all cases in the above chart, the parent company owns directly or indirectly, all of the issued
and outstanding shares of the applicable subsidiary.




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Item 3: GENERAL DEVELOPMENT OF THE BUSINESS
   Three-Year History




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1.
    
    International growth  CryptoLogic has achieved increasing geographic diversification
as reflected in licensees international revenue exceeding 65% in 2005, a steady increase
from over 60% in 2004, and over 55% in 2003, reinforcing the Companys global strategy. We
work with some of the best international names in online and land-based gaming including
William Hill, Littlewoods Gaming, InterCasino, The Ritz Club London Online, and ukbetting.
We have developed a strong presence in the UK, where regulation of online gaming was
enacted in April 2005. Our geographic mix represents a well-diversified business that
mitigates regulatory uncertainty in any one jurisdiction, while maximizing opportunities
around the world.




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In order to focus on quality of licensees that yield the greatest return on effort,
WagerLogic decided to rationalize and reduce the number of licensees from a high of 21 in
2003 to 9 in 2005. Over this same 2-year period, CryptoLogics revenue and earnings have
increased 95% and 117% respectively. In 2005, Betfair, one of our poker software licensees,
decided to bring its poker software in-house, in line with its long term strategy to own and
operate all of its core products. Betfair is uniquely positioned with significant internal
technical expertise, while our other customers  who are primarily gaming and/or casino
organizations  continue to benefit from the greater liquidity, outsourced technical
expertise and expanding product offering developed by CryptoLogic.Betfair will continue its exclusive agreement with WagerLogic until June 2006, with an
option to extend until January 2007. Regardless of when Betfair leaves between June 2006
and January 2007, WagerLogic will receive fees from Betfair such that we anticipate no
material effect on CryptoLogics 2006 results. We expect that revenue and player growth
from continuing licensees in both poker and casino will help offset Betfairs departure and
contribute to continued positive momentum into 2007, along with the potential signing of new
licensees that would enhance expected growth.CryptoLogics record of growing revenue and earnings validates our commitment to work with a
targeted group of major licensees to generate the highest returns.2.
    
    Market-oriented solutions  Although CryptoLogic was instrumental in pioneering the
Internet gaming software industry, there has been increasing competition over the past
three years. In order to remain an industry leader, we have invested significantly in
product research and development and service enhancements, including our major investment
program highlighted earlier.In the last few years, we have continued to expand and enhance our core casino and poker
software. Since 2003, we have introduced more than 65 popular slot and casino table games,
including unique, first-to-market offerings such as: the worlds first and only
play-for-real slot version of the highly popular gem-matching game, Bejeweled; the
Internets first and only multi-currency jackpot video slot games featuring popular Marvel
action characters such as The Hulk, Daredevil and X-Men, which brands have been exclusively
licensed for CryptoLogic-developed games; the Internets first Fruit Machines, a tradition
in UK pubs; and our own patented progressive jackpot slot, Millionaires Club, which has
provided some of the biggest jackpots online including the most recent winner of more than
$1.7 million on a 90 cent bet.




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We continued to expand the game offering and functionality of our poker software including
10 new lower-limit games, new high-speed Lightning games, our SIXPAKÔ final table
tournament option as well as multi-table and satellite tournament capabilities to offer
players a broader choice of poker games at their desired speed and levels. The central
poker room shared by WagerLogic licensees currently attracts more than 9,000 concurrent
online players, while we have scaled up our system to support more than 16,000 simultaneous
poker players online and accommodate growing player traffic and volumes. We also launched a
Greek language Internet poker site for William Hill, the first deployment of
CryptoLogic-developed online poker software in a European language.To help our licensees better understand, respond and target market their players, we also
enhanced our back-office and decision-management tools. We also continued to expand our
payment solution including new e-check/debit methods (ex. EverywhereMoney, PaySafe), added
a new European processor and expanded fraud controls (ex. third-party address/credit card
verifications, negative databases, poker fraud tool).3.
    
    Regulatory leadership  We are one of the few online gaming providers in the
world to have our software certified in highly regulated jurisdictions comparable to
land-based casino standards. This was achieved in Alderney and the Isle of Man, both in
the British Isles. In order to achieve government approval, we were subject to extensive
probity to ensure the integrity of our Company and key personnel, and our software was
reviewed and certified by government-accredited independent testing organizations that
audited our software to ensure fair and responsible gaming. CryptoLogic is one of the
first publicly traded online gaming software companies in the world. In September 2003,
CryptoLogic also listed and commenced trading on the Main Market of the London Stock
Exchange to grow our presence in European markets. Our public company transparency,
regulatory approval and experience provide us with a competitive advantage as more
jurisdictions such as the UK move to implement high regulatory standards for online gaming.
 Trends




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Item 4: DESCRIBE THE BUSINESS
 Summary
   Principal Markets




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1.
    
    A broad, turn-key Internet-based gaming software suite featuring:
 
    
    more than 160 casino table and slot games
    
    player-to-player poker
    
    multi-player bingo
    
    multiple languages (English, Spanish, Japanese, Chinese, French, German, Italian, Greek)
    
    multiple currencies (US dollars, British pound sterling and Euros)
    
    multiple platforms (download, non-download (Java and Flash), wireless);
    
    play-for-fun and play-for-cash mode;
 2.
    
    A proprietary e-cash management system; and3.
    
    24/7 multi-language customer support.




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Distribution Methods




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Revenue
    Production and Services




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Specialized Skill and Knowledge
    Competitive Conditions




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New Products and Services




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Millionaires Club Ô
   Intangible Properties




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Cycles
  Economic Dependence




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Changes to Contracts
  Employees
  Foreign Operations




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Risk Factors
  Industry Risks
 Government Regulation




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Payment Processing




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E-commerce Law
 .
  Business Risks
 E-commerce Adoption
  Internet Viability and System Infrastructure and Reliability




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Market Demand
   Security




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Reliance on Other Parties
  Chargebacks
  Foreign Exchange
  Hiring and Retaining Employees




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Managing Growth
  Future Acquisitions and Investments
  Stock Volatility




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Item 5: DIVIDENDS
  Item 6: DESCRIPTION OF CAPITAL STRUCTURE
  Item 7: MARKET FOR SECURITIES
  Trading Summary for: CRYDate
    
    Open
    
    
    High
    
    
    Low
    
    
    Close
    
    
    # of Trades
    
    
    Volume Traded
    
    
    Value Traded2005/12
    
    
    23.950
    
    
    
    23.950
    
    
    
    21.020
    
    
    
    22.810
    
    
    
    3,079
    
    
    
    630,125
    
    
    
    14,309,538.6002005/11
    
    
    19.950
    
    
    
    25.950
    
    
    
    19.300
    
    
    
    23.510
    
    
    
    7,958
    
    
    
    1,625,309
    
    
    
    38,538,406.0402005/10
    
    
    20.620
    
    
    
    20.620
    
    
    
    17.600
    
    
    
    19.880
    
    
    
    4,045
    
    
    
    880,470
    
    
    
    16,934,693.0602005/09
    
    
    21.690
    
    
    
    21.930
    
    
    
    18.000
    
    
    
    20.350
    
    
    
    6,161
    
    
    
    1,706,029
    
    
    
    34,424,397.0902005/08
    
    
    34.500
    
    
    
    35.400
    
    
    
    21.170
    
    
    
    21.460
    
    
    
    9,726
    
    
    
    2,552,925
    
    
    
    64,777,186.7302005/07
    
    
    37.000
    
    
    
    38.500
    
    
    
    31.500
    
    
    
    34.500
    
    
    
    4,293
    
    
    
    858,533
    
    
    
    29,422,443.2202005/06
    
    
    42.050
    
    
    
    45.880
    
    
    
    36.120
    
    
    
    36.870
    
    
    
    5,205
    
    
    
    1,139,823
    
    
    
    47,262,048.1502005/05
    
    
    37.300
    
    
    
    43.990
    
    
    
    36.000
    
    
    
    42.350
    
    
    
    4,226
    
    
    
    944,586
    
    
    
    38,823,942.4302005/04
    
    
    38.680
    
    
    
    41.000
    
    
    
    35.500
    
    
    
    36.860
    
    
    
    4,496
    
    
    
    973,867
    
    
    
    37,362,181.2002005/03
    
    
    37.000
    
    
    
    42.120
    
    
    
    35.010
    
    
    
    37.540
    
    
    
    6,213
    
    
    
    1,816,871
    
    
    
    70,984,402.7002005/02
    
    
    30.700
    
    
    
    39.470
    
    
    
    28.860
    
    
    
    37.230
    
    
    
    5,805
    
    
    
    1,494,160
    
    
    
    50,455,937.3202005/01
    
    
    29.590
    
    
    
    30.950
    
    
    
    26.500
    
    
    
    30.710
    
    
    
    3,143
    
    
    
    760,826
    
    
    
    21,841,516.120
 
 * Trading information is in Canadian dollars, except the number of trades and volume traded.




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Item 8: DIRECTORS AND OFFICERS
  CommonDate of First
    
    Shares HeldName and Municipality
    
    
    
    
    
    Election as
    
    as at Marchof Residence
    
    
    
    Principal Occupation
    
    Director(5)/Officer
    
    24, 2006(6)Robert H. Stikeman(2)(4)
Toronto, Ontario
    
    
    
    Chairman of the Board and
Director of the Company
Partner, Stikeman, Graham,
Keeley & Spiegel LLP (a law firm)
    
    March 7, 1996
    
    
    5,000Randall Abramson(1)(3)(4)
Toronto, Ontario
    
    
    
    Director of the Company
President, Strategic Capital
Partners Inc., and CEO of its affiliate,
Strategic Advisors Corp. (portfolio investment
firms)
    
    May 1, 2003
    
    
    1,800Stephen H. Freedhoff, CA,
CFP(1)(2)(3)(4)
Toronto, Ontario
    
    
    
    Director of the Company
Self-employed consultant
    
    May 1, 2003
    
    
    5,000Edward L. Greenspan, Q.C.(2)(3)(4)
Toronto, Ontario
    
    
    
    Director of the Company
Senior partner, Greenspan,
White (a law firm)
    
    May 1, 2003
    
    NilLewis N. Rose, CA(7)
Toronto, Ontario
    
    
    
    Director of the Company
President and CEO of the Company
    
    July 15, 2002
    
    
    50,600Nigel Simon(1)(3)(4)
London, England
    
    
    
    Director of the Company
Self-employed consultant
    
    September 2, 2005
    
    
    1,600Stephen B. Taylor, CA
Toronto, Ontario
    
    
    
    CFO of the Company
    
    August 8, 2005
    
    
    2,200Michael Starzynski
Toronto, Ontario
    
    
    
    CTO of the Company
    
    March 17, 2003
    
    
    7,115Jenifer Cua, CGA
Toronto, Ontario
    
    
    
    VP, Finance and Treasurer
    
    May 27, 2004
    
    
    3,425Andrew Goetsch
Toronto, Ontario
    
    
    
    VP, Poker Software Development
    
    December 20, 2004
    
    
    4,040Marilyn Shabot
Toronto, Ontario
    
    
    
    VP, Human Resources
    
    January 14, 2003
    
    
    1,400
 
 Notes:1.
    
    Member of audit committee.2.
    
    Member of corporate governance & compliance committee.3.
    
    Member of compensation committee.4.
    
    Member of nominating committee.5.
    
    Each director is elected annually to hold office until the next annual meeting of
shareholders.6.
    
    Common shares beneficially owned, directly or indirectly, or exercised control or direction
over by director or officer.7.
    
    Lewis Rose was appointed Interim President and CEO of the Company on July 15, 2002 and
appointed President and CEO on March 7, 2003.




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Robert H. Stikeman
 Randall Abramson
 Stephen H. Freedhoff, CA, CFP
 Edward L. Greenspan, Q.C., L.L.D., D.C.L.,




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25 Lewis N. Rose, CA
 Nigel Simon
 Stephen B. Taylor, CA




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26 Michael Starzynski
 Jenifer Cua, CGA
 Andrew Goetsch
  Marilyn Shabot




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27 Conflicts of Interest
  Item 9: AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR
  The Audit Committees Charter (Terms of Reference)
  Composition of the Audit Committee
  Relevant Education and Experience




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28  Reliance on Certain Exemptions
  Audit Committee Oversight
  Pre-Approval Policies and Procedures
  External Auditor Service Fees
  Years ended December 31,(In thousands of US dollars)
    
    2005
    
    2004Audit Fees(1)
    
    $
    294
    
    
    $
    198Audit-Related Fees(2)
    
    $
    77
    
    
    $
    19Tax Fees(3)
    
    $
    187
    
    
    $
    63All Other Fees(4)
    
    $
    14
    
    
    $
    71Total:
    
    $
    572
    
    
    $
    351
 
 Notes:1.
    
    Audit fees were for professional services rendered for the audits of the Companys
consolidated financial statements and subsidiary companies, the review of interim financial
statements, the review of accounting disclosure requirements regarding other business
activities and review of documents filed with US, Canadian and UK securities regulatory
authorities.2.
    
    Audit-related fees were for services related to Sarbanes-Oxley.3.
    
    Tax fees were for tax compliance, tax advice and tax planning. These services included the
preparation and review of corporate tax returns, assistance with tax audits and transfer
pricing matters, expatriate advisory services as well as advisory services relating to
federal, provincial and international tax compliance for customs and duties, and regarding
common forms of domestic and international taxation (i.e. income tax, VAT, GST and excise
taxes).4.
    
    Other fees were for services other than audit fees, audit-related fees and tax fees as
described above. These services included probity checks of employees and licensees and call
centre advisory.




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Item 10: LEGAL PROCEEDINGS
    Item 11: TRANSFER AGENTS AND REGISTRARS
  Item 12: NAME OF EXPERTS
  Item 13: ADDITIONAL INFORMATION




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30 rd M4V 2Y7 investor.relations@cryptologic.com




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31 SCHEDULE A  AUDIT COMMITTEE TERMS OF REFERENCE
 1
    
    PURPOSEThe overall purpose of the Audit Committee (the Committee) of the Company is to monitor
the Companys system of internal financial controls and procedures, to evaluate and report
on the integrity of the financial statements of the Company, to enhance the independence of
the Companys external auditors and to oversee the financial reporting process of the
Company.2.
    
    COMPOSITION, PROCEDURES AND ORGANIZATION2.1
    
    The Committee shall consist of at least three members of the board of directors of the
Company (the Board), each of whom shall be, in the determination of the Board, unrelated
as that term is defined by the Toronto Stock Exchange Corporate Governance Guidelines, as
amended from time to time, and Multilateral Instrument 52-110 where applicable, and the
majority of whom shall be resident Canadians.2.2
    
    At least one member of the Committee shall be, in the determination of the Board, based on
industry standards, financially literate, and at least one member of the Committee must
have, in the determination of the Board, accounting or related financial expertise.2.3
    
    For the purposes of these terms of reference, a person is financially literate who, in the
determination of the Board, based on industry standards, has the ability to understand
financial statements of a breadth and level appropriate for complexity appropriate for the
Company, and to evaluate the appropriateness and quality of financial reports to unit holders,
with reference to balancing managements objectives, investor pressures for earnings and
revenues, balance with generally accepted accounting principles and auditing standards, and
underlying business performance.2.4
    
    For the purposes of these terms of reference, a person who has accounting or related
financial expertise has, through education and experience as a public accountant or auditor
or a principal financial officer, comptroller or principal accounting officer of an issuer, or
from a position involving the performance of similar functions: (i) an understanding of
Canadian generally accepted accounting principles, auditing standards, and financial
statements; (ii) experience in the preparation or auditing of financial statements of
generally comparable issuers, and (b) the application of Canadian generally accepted
accounting principles and standards in connection with the accounting for estimates, accruals
and reserves; (iii) experience with internal accounting controls and procedures and the
verification of same; and (iv) an understanding of audit committee functions.2.5
    
    The Board, at its organizational meeting held in conjunction with each annual meeting of
shareholders, shall appoint the members of the Committee for the ensuing year. The Board may
at any time remove or replace any member of the Committee and may fill any vacancy in the
Committee. Any member of the Committee ceasing to be a director shall cease to be a member of
the Committee.2.6
    
    Unless the Board shall have appointed a chair of the Committee, the members of the Committee
shall elect a chair from amongst their number. The chair shall be an unrelated director and
shall not have a second, or casting, vote.2.7
    
    The Committee shall have access to such officers and employees of the Company and to the
Companys external auditors and its legal counsel, and to such information respecting the
Company as it considers to be necessary or advisable in order to perform its duties.2.8
    
    Notice of every meeting shall be given to the external auditors, who shall, at the expense of
the Company, be entitled to attend and to be heard thereat.




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32 
 2.9
    
    Meetings of the Committee shall be conducted as follows:
 (a)
    
    the Committee shall meet on a regular basis, at such times and at such
locations as the chair of the Committee shall determine;(b)
    
    the external auditors or any member of the Committee may call a meeting of the
Committee;(c)
    
    any director of the Company may request the chair of the Committee to call a
meeting of the Committee and may attend such meeting to inform the Committee of a
specific matter of concern to such director, and may participate in such meeting to the
extent permitted by the chair of the Committee;(d)
    
    the external auditors and management employees shall, when required by the
Committee, attend any meeting of the Committee; and(e)
    
    the Committee may require any attendee at a meeting who is not an unrelated
director to excuse himself from any meeting.
 2.10
    
    The external auditors may communicate directly with the chair of the Committee and may meet
separately with the Committee. The Committee, through its chair, may contact directly any
employee in the Company as it deems necessary, and any employee may bring before the Committee
through the chair any matter involving questionable, illegal or improper practices or
transactions, with open access to the Committee through appropriate channels that ensure the
employees confidentiality and job security, as appropriate.2.11
    
    Compensation to members of the Committee shall be limited to directors fees, either in the
form of cash or equity, and members shall not accept consulting, advisory or other
compensatory fees from the Company (other than as members of the Board and Board committee
members).2.12
    
    The Committee as a whole or any individual member of the Committee is authorized, at the
Companys expense, to retain independent counsel and other advisors as it determines necessary
to carry out its duties.3.
    
    DUTIES3.1
    
    The overall duties of the Committee shall be to:
 (a)
    
    assist the Board in the discharge of its duties relating to the Companys
accounting policies and practices, reporting practices and internal controls;(b)
    
    establish and maintain a direct line of communication with the Companys
external auditors and assess their performance;(c)
    
    oversee the co-ordination of the activities of the external auditors;(d)
    
    ensure that the management of the Company has designed, implemented and is
maintaining an effective system of internal controls;(e)
    
    monitor the credibility and objectivity of the Companys financial reports
and satisfy itself that adequate procedures are in place for the review of Company
information extracted from the financial statements;(f)
    
    report regularly to the Board on the fulfillment of the Committees duties;(g)
    
    establish procedures for the receipt and retention of complaints received
by the Company regarding accounting, audit, and control matters;(h)
    
    assist the Board in the discharge of its duties relating to risk assessment
and risk management; and(i)
    
    review and approve the hiring policies regarding employees or former
employees of the external auditor.




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33 
 3.2
    
    The duties of the Committee as they relate to the external auditors shall be to:
 (a)
    
    review managements recommendations for the appointment of external auditors,
and in particular their qualifications and independence, and to recommend to the Board
a firm of external auditors to be engaged to provide audit services;(b)
    
    review, where there is to be a change of external auditors, all issues related
to the change, including the information to be included in the notice of change of
auditor called for under National Policy 31 or any successor legislation, and the
planned steps for an orderly transition;(c)
    
    review all reportable events, including disagreements, unresolved issues and
consultations, as defined in National Policy 31 or any successor legislation, on a
routine basis, whether or not there is to be a change of external auditor;(d)
    
    review the engagement letters of the external auditors, both for audit and
non-audit services and recommend to the Board their compensation;(e)
    
    review the performance, including the fee, scope and timing of the audit and
other related services and any non-audit services provided by the external auditors;(f)
    
    review the nature of and fees for any non-audit services performed for the
Company by the external auditors and with outside legal advice confirm that the nature
and extent of such services does not contravene the requirements of applicable
legislation that require the firms independence be maintained in carrying out the
audit function; and(g)
    
    pre-approve all non-audit services to be provided to the Company or its
affiliates by the external auditor.
 3.3
    
    The duties of the Committee as they relate to audits and financial reporting shall be to:
 (a)
    
    review the audit plan with the external auditor and management;(b)
    
    review with the external auditor and management any proposed changes in
accounting policies, the presentation of the impact of significant risks and
uncertainties, and key estimates and judgments of management that may in any such case
be material to financial reporting;(c)
    
    review the contents of the audit report;(d)
    
    question the external auditor and management regarding significant financial
reporting issues discussed during the fiscal period and the method of resolution;(e)
    
    review the scope and quality of the audit work performed;(f)
    
    review the adequacy of the Companys financial and auditing personnel;(g)
    
    review the co-operation received by the external auditor from the Companys
personnel during the audit, any problems encountered by the external auditors and any
restrictions on the external auditors work and resolve disagreements between
management and the external auditor regarding financial reporting;(h)
    
    review the internal resources used;(i)
    
    review the evaluation of internal controls by the internal auditor (or persons
performing the internal audit function) and the external auditors, together with
managements response to the recommendations, including subsequent follow-up of any
identified weaknesses;(j)
    
    review the appointments of the chief financial officer, internal auditor (or
persons performing the internal audit function) and any key financial executives
involved in the financial reporting process;




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34 
 (k)
    
    review and recommend to the Board, the Companys annual audited financial
statements and those of its subsidiaries in conjunction with the report of the external
auditors thereon, and obtain an
explanation from management of all significant variances between comparative reporting
periods before release to the public;(1)
    
    review and recommend to the Board, the Companys interim unaudited financial
statements, MD&A and press release, and obtain an explanation from management of all
significant variances between comparative reporting periods before release to the
public;(m)
    
    establish a procedure for the receipt, retention and treatment of complaints
regarding accounting, internal accounting controls or auditing matters and employees
confidential anonymous submission of concerns regarding accounting and auditing
matters; and(n)
    
    review the terms of reference for an internal auditor or internal audit
function.
 3.4
    
    The duties of the Committee as they relate to accounting and disclosure policies and
practices shall be to:
 (a)
    
    review changes to accounting principles of the Canadian Institute of Chartered
Accountants and their US and UK counterparts which would have a significant impact on
the Companys financial reporting as reported to the Committee by management and the
external auditors;(b)
    
    review the appropriateness of the accounting policies used in the preparation
of the Companys financial statements and consider recommendations for any material
change to such policies;(c)
    
    review the status of material contingent liabilities or accruals as reported to
the Committee by management;(d)
    
    review the status of income tax returns and potentially significant tax
problems as reported to the Committee by management;(e)
    
    review any errors or omissions in the current or prior years financial
statements and establish guidelines for re-statement;(f)
    
    review and approve before their release all public disclosure documents
containing audited or unaudited financial information, including all press releases,
prospectuses, annual reports to shareholders, annual information forms and managements
discussion and analysis; and(g)
    
    oversee and review all financial information and earnings guidance provided to
analysts and rating agencies.
 3.5
    
    The other duties of the Committee shall include:
 (a)
    
    reviewing any inquires, investigations or audits of a financial nature by
governmental, regulatory or taxing authorities;(b)
    
    formulating clear hiring policies for employees or former employees of the
Companys external auditors;(c)
    
    reviewing annual operating and capital budgets;(d)
    
    reviewing the funding and administration of the Companys compensation and
pension plans;(e)
    
    reviewing and reporting to the Board on difficulties and problems with
regulatory agencies which are likely to have a significant financial impact;(f)
    
    inquiring of management and the external auditors as to any activities that may
be or may appear to be illegal or unethical; and(g)
    
    any other questions or matters referred to it by the Board.