1. This contest is being conducted by MASTERCARD International Incorporated (the "Sponsor") between 12:01 a.m. EST November 15, 2003 and 11:59 p.m. EST December 31, 2003 (“Promotional Period”).

INSTANT WIN

2. AUTOMATIC ENTRY: Each time you make a purchase of one or more airline tickets at www.westjet.com during the Promotion Period using your MasterCard card you will receive a chance to play the instant win game. If you qualify, the Fly & Win instant win game will pop up on your screen. To play first click on the starting destination, a visual indicator will appear showing you which available WestJet Airlines Ltd. (“WestJet”) flights depart from that location. Select a destination location, the plane will then “fly” to the chosen destination. When the plane lands a postcard will appear indicating whether you have qualified to win instantly. Your chances of winning will depend on whether your game-play has been randomly selected, regardless of the route you choose.

3. NO PURCHASE REQUIRED. There are two ways to play without a purchase. (1) To obtain a game play without purchase, log on to www.mastercard.ca/nopurchase and register to create a username and password. You can now use the username and password to link to a secure website that will launch the online game. Game play entry is restricted to one game play per 24 hour period. Play game as per instructions above. (2) Or, send your name, address, phone number, email address and the name of the financial institution that issued your MasterCard card to Instant Win Game Play, MasterCard Fly & Win, 11 Prince Andrew Place, Toronto, Ontario, M3C 2H2 in a separate envelope with sufficient postage to be received no later than December 29, 2003. Mechanically reproduced entries will be disqualified. An email will be sent to the email account listed on the No Purchase request with instructions on how to redeem one (1) free game play. Play game as per instructions above.

4. The following instant win prizes will be randomly allocated across all game plays:

Five (5) Grand Prizes of a WestJet flight for two anywhere WestJet flies. Round trip for two (2) to anywhere WestJet flies (ARV = $3,400 CDN, based on a Halifax to Vancouver example). Certificate valid for 2 round trip flights from any WestJet destination to any WestJet destination. Both flights must be redeemed at the same time for the same flights. Flight must be booked through 1-888-WESTJET less than 14 days in advance. Costs of everything not stated as included in the Grand Prize described above are the responsibility of the winner including but not limited to the following costs: transportation from the winner’s residence to the gateway airport, all meals, all taxes (including departure and airport taxes), gratuities, health insurance, items of a personal nature, and service charges. Trip must be completed by January 1, 2005.

One thousand (1,000) - Gift Certificates from WestJet valued at $50 CDN. All gift certificates are valid until January 1, 2005, to be used toward the purchase of any future WestJet flight booked through 1-888-WESTJET. Certificate has no cash value and cannot be redeemed for cash.

The chances of winning depend on the total number of game plays played. To be an actual winner, the player must correctly answer a mathematical, skill-testing question, be in compliance with these contest rules and sign (grand prize winners) or agree online (gift certificate winners) to the Sponsor’s affidavit of eligibility and release. Traveling companions of the grand prize winners (if a minor, their respective parent or legal guardian) will be required to sign and return a release prior to the issuance of travel documents. The number of prizes available to be won will diminish as prizes are claimed during the contest period.

5. All skill testing questions must be correctly answered and submitted by 11:59 PM EST on December 31, 2003 (the “Contest Close Date”) or prize will be automatically forfeited.

6. In the event, due to a technical malfunction or other error, more than the advertised number of instant win prizes are claimed, there will be a random draw conducted amongst all eligible prize claimants to award the correct number of prizes after the Contest Closing Date.

GENERAL

10. By entering this contest, participant agrees to be bound by these Official Rules and all decisions of the judging organization which are final in respect of any matter relating to this contest. The contest is subject to all applicable Federal, Provincial and Municipal laws and regulations.

11. Contest open to Canadian residents who have reached the age of majority in their province of residence who are holders of a MasterCard credit card that is issued by a Canadian financial institution, which card must be in good standing as of November 14, 2003. Employees of MasterCard, WestJet, their affiliated companies and agents, the advertising, judging and promotional organizations for this contest and those residing with the foregoing, are not eligible to win a prize. The person claiming the prize must be a person whose name appears on the MasterCard card as the primary MasterCard cardholder for that account. In the event a corporate MasterCard card winning account is used, prize will be awarded to the individual named on the MasterCard card that is used to transact the winning entry (as determined by the MasterCard member financial institution’s account records) and, if awarding of prize is in conflict with corporate written policy, the prize will be forfeited.

12. Prizes must be accepted as awarded and are not transferable. No cash value will be given for the prizes and no substitution will be made for the prizes (and without limiting the foregoing, prizes may not be sold or traded) except in the Sponsor’s sole discretion. No correspondence will be entered into except with the eligible winners.

13. None of the Sponsor or WestJet, including their respective agents, representatives and those associated with them, are responsible for any entry, no purchase requests, e-mail correspondence, prize winning notification or the claim for any prize sent by a winner, which is lost, misdirected or which arrives late, as the case may be, whether or not due to the fault of the foregoing or of any other person, or whether due to computer mishap or any other cause. The Sponsor is not responsible for typographical or other errors in the offer or administration of this contest, including but not limited to errors in advertising, the Official Rules, the selection and announcement of winners, or the distribution of the prizes.

14. By participating, entrants agree to be bound by these Official Rules and agree that: 1.) Sponsor, MasterCard Canada, MasterCard member financial institutions, WestJet and each of their respective parent companies, affiliates, subsidiaries, advertising/promotion agencies and entities related to the management, coordination or fulfillment of the prizes (collectively, “Released Parties”) shall have the right and permission to use their names, voices, cities/provinces of residence, photographs, and/or likenesses for advertising and/or trade and/or any other purpose in any media or format now or hereafter known without further compensation, permission, or notification; and, 2.) Released Parties and their designees and assigns and all of their respective officers, directors, employees, representatives and agents shall have no liability and will be held harmless for any liability, loss, injury or death to entrant or any other person, including, without limitation, damage to personal or real property, due in whole or in part, directly or indirectly, by reason of the acceptance, possession, use or misuse of a prize (including any travel or prize activity related thereto) or participation in this Sweepstakes.

15. All entries/prize claims become the property of the Sponsor, which assumes no responsibility for lost, stolen, delayed, damaged or misdirected requests/entries/prize claims or for any failure of the website during the promotional period, for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers, access providers, computer equipment, software, failure of any e-mail or entry to be received by the Sponsor or the participant on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof including any injury or damage to an entrant’s or any other person’s computer related to or resulting from playing or down loading any material in the promotion. The Sponsor reserves the right, in its sole discretion, subject to the approval of the RACJ, to cancel or suspend this contest should a virus, bug or other cause beyond the reasonable control of Sponsor corrupt the security or proper administration of the contest. Any attempt to deliberately damage any web site or to undermine the legitimate operation of this promotion is a violation of criminal and civil laws, and should such an attempt be made, Sponsor reserves the right to seek remedies and damages to the fullest extent permitted by law, including criminal prosecution. Entries are subject to verification and will be declared invalid if they are illegible, mechanically reproduced, mutilated, forged, falsified, altered or tampered with in any way. Entrants agree to abide by the Contest Rules and the decisions of the independent judging panel, which are final.

16. Any litigation respecting the conduct or organization of a publicity contest may be submitted to the Régie des alcools, des courses et des jeux for a ruling. 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.

Pour obtenir le règlement officiel en français allez à www.mastercard.ca/westjet ou écrivez à : Demande - Règlement du WestJet Fly ‘N Win, 11 Prince Andrew Place, Toronto, ON M3C 2H2

©2005 MasterCard International Incorporated. All Rights Reserved.