CHARTER of the
HUMAN RESOURCES AND COMPENSATION COMMITTEE
(the “HR and Compensation Committee”)

of the BOARD OF DIRECTORS ofYPG GENERAL PARTNER INC.,
as general partner of YPG LP
 (the “Corporation”)

AUTHORITY

The HR and Compensation Committee is responsible for assisting the Board of Directors of YPG General Partner Inc. (the “Board”), in discharging its responsibilities relating to executive and other human resources hiring, assessment, compensation and succession planning. The HR and Compensation Committee may engage outside advisors at the expense of the Corporation in order to assist the HR and Compensation Committee in the performance of its duties and set and pay the compensation for such advisors.

Nothing contained in this mandate is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Corporation or the members of the HR and Compensation Committee.

STRUCTURE

• The HR and Compensation Committee shall be composed of at least three Directors of the Corporation, all of whom are non-management Directors.
• The Chairman and the members of the HR and Compensation Committee shall be appointed by resolution of the Board to hold office from the time of their appointment until the next annual general meeting of shareholders or until their successors are so appointed. The Secretary of the Corporation shall be the Secretary of the HR and Compensation Committee. Members of the HR and Compensation Committee may be reappointed to serve consecutive terms.
• Vacancies at any time occurring in the HR and Compensation Committee shall be filled by resolution of the Board in accordance with the terms of the mandate.
• The Chairman of the HR and Compensation Committee shall qualify as unrelated (as defined in the Toronto Stock Exchange’s Company Manual) and independent (as defined under applicable securities laws). If the Chairman and/or the Secretary of the Committee, as the case may be, is unable to act as such at a meeting, the HR and Compensation Committee shall select one of the members to act as Chairman and/or Secretary, as the case may be, for that meeting only.
• The HR and Compensation Committee shall meet as required. Meetings of the HR and Compensation Committee may be convened at the request of any member of the Committee.  Such meetings can be held by telephone or by any other means which enables all participants to communicate with each other simultaneously
• A quorum at meetings of the HR and Compensation Committee shall be a majority of the members. All decisions and recommendations made by the HR and Compensation Committee shall be made by a majority vote of the members present at the meeting.
• The provisions of the Articles and By-laws of the Corporation that regulate meetings and proceedings shall govern HR and Compensation Committee meetings.
• The Chairman shall approve the agenda for the meetings and ensure that properly prepared agenda materials are circulated to members with sufficient time for study prior to the meeting.
• Officers may attend meetings of the HR and Compensation Committee upon invitation.
• The minutes of the HR and Compensation Committee meetings shall accurately record the significant discussions of and decisions made by the Committee, including all recommendations to be made by the Committee to the Board and shall be distributed to HR and Compensation Committee members as well as to all the Directors of the Corporation, with copies to the Chief Executive Officer of the Corporation and to the external auditors.

RESPONSIBILITIES

• Senior management compensation as well as senior management succession planning, hiring and assessment
• The HR and Compensation Committee of the Corporation will perform the functions customarily performed by such committees. Among its duties are the following:
• to recommend to the Board the appointment of senior management and approving the terms and conditions of their appointment and retirement or termination;
• to assess annually the performance of the President and Chief Executive Officer against specific performance criteria; to review with said officer the annual performance assessment of all other members of senior management and to report annually to the Board on all of the foregoing;
• to design, establish and oversee the Corporation's executive compensation policy and to specifically consider and recommend annually for approval by the Board all forms of compensation for its President and Chief Executive Officer and all other members of senior management;
• to ensure that appropriate processes are in place regarding succession planning for the position of President and Chief Executive Officer and other members of senior management;
• to review with the President and Chief Executive Officer, with respect to the members of senior management, any proposed change in the Corporation's benefit and incentive plans and to recommend for approval any change requiring Board action;
• to administer the 2002 Stock Purchase and Option Plan for key employees of YPG Holdings Inc. and its Subsidiaries and the Restricted Unit Plan of Yellow Pages Group Co. and to generally oversee the administration thereof; and
• to review the annual report on senior management compensation for inclusion in the Corporation’s Management Proxy Circular, in accordance with applicable rules and regulations.

Reporting

• Report, through the chairperson, to the Board following each meeting on the significant discussions of and decisions made by the Committee; in this respect, the minutes of the HR and Compensation Committee shall be made available and distributed to the other members of the Board.
• Review the HR and Compensation Committee's Mandate annually and recommend changes to the Board as appropriate. The HR and Compensation Committee shall ensure that processes are in place to annually evaluate the performance of the Committee.

Approved by the Board of the Corporation on November 3, 2004.