OCTOBER 2006 – TRANSACTION AGREEMENT (i) THIS TRANSACTION AGREEMENT is effective as of October 23, 2006 BETWEEN

Exhibit 99.4

OCTOBER 2006 – TRANSACTION AGREEMENT (i)

THIS TRANSACTION AGREEMENT is effective as of October 23, 0000

XXXXXXX

XXXX XXXXXX, a corporation governed by the laws of Canada, in its capacity as administrator of the Xxxx Canada Pension Plan (the “Administrator”)

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XXXX CANADA, a corporation governed by the laws of Canada, (“Xxxx”), in its capacity as employer under the Xxxx Canada Pension Plan (the “Xxxx Plan”)

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XXXX MOBILITY INC., a corporation governed by the laws of (Canada) (“Mobility”) and a participating company in the Bell Plan

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CONNEXIM INC., a corporation governed by the laws of (Canada) (“Connexim”) and a participating company in the Bell Plan

RECITALS:

A. For the period July 2006 to September 2006 inclusive, (i) Bell is required to pay to the Bell Plan $39,550,000.00 for current service costs and $ 18,147,000.00 for special payments in respect of a solvency deficiency under the Bell Plan, for a total of $57,697,000.00, (ii) Connexim is required to pay to the Bell Plan $ 850,000.00 for current service costs and $ 2,125,000.00 for special payments in respect of a solvency deficiency under the Bell Plan, for a total of $ 2,975,000.00, and (iii) Mobility is required to pay to the Bell Plan $ 1,975,000.00 for current service costs and $ 1,800,000.00 for special payments in respect of a solvency deficiency under the Bell Plan, for a total of $3,775,000.00.

B. Each of Xxxx, Mobility and Connexim (collectively the “Employers” and each an “Employer”) own shares of CGI Group Inc. (“CGI”) which they wish to sell.

C. The Administrator has determined that a purchase of CGI shares at market value would be a suitable investment for the Xxxx Plan and that such an investment would be permitted by, or in accordance with, the Xxxx Canada Pension Plan’s Statement of Investment Policies and Procedures (“SIPP”), the Pension Benefits Standards Act (“PBSA”), the regulations made under the PBSA, including Schedule III to such regulations and the terms of the Bell Plan.

Exhibit 99.4

X. Xxxx has indicated that if the Administrator uses the amounts owing by Bell to the Bell Plan as a contribution obligation, to purchase on behalf of the Bell Plan, CGI shares from it at market value, then Bell would increase the special payment amount payable in relation to the solvency deficiency, for the period July 2006 to September 2006 inclusive such that the total contribution will increase to $50,779,311.90.

E. Each of Mobility and Connexim have indicated that if the Administrator uses the amounts owing to the Bell Plan by Mobility and Connexim as applicable, as a contribution obligation, to purchase on behalf of the Bell Plan, CGI shares from them at market value then their total contributions for the period July 2006 to September 2006 inclusive will be $2,975,000.00 for Connexim and $ 3,775,000.00 for Mobility.

F. The Administrator has determined that it would be in the best interests of members of the Bell Plan to purchase CGI shares from the Employers on the terms proposed, for reasons that include — the investment will be on terms and conditions no less favourable than market, the investment is in liquid securities traded on a public exchange, there will be no broker fees incurred to effect the purchase and the Bell Plan assets will be increased by an amount greater than the minimum contribution amount that would otherwise be paid to the Bell Plan.

G. The SIPP permits the Administrator to enter into a transaction with a related party (which includes the Employers) if the transaction is not material (i.e. market value of the transaction is (i) less than 3% of the market value of the assets held in relation to the Bell Plan and (ii) is on terms and conditions no less favourable than market terms and conditions).

H. The proposed transaction with each Employer will be on terms and conditions no less favourable than market terms and conditions and when taken into account with other transactions with such Employer is less than 3% of the market value of the assets held in relation to the Bell Plan as at the Effective Date. Moreover, the aggregate amount of the proposed transactions with the Employers is less than 3% of the market value of the assets held in relation to the Bell Plan as at the Effective Date.

I. The Administrator has considered whether any of the transactions with the Employers would involve any conflict of interest and has determined that the transactions contemplated in this Agreement do not involve a material conflict between the role of Xxxx Canada as employer under the Xxxx Plan and the role of Xxxx Canada as administrator of the Xxxx Plan but that even if they did, the Administrator is satisfied that the transactions contemplated by this Agreement are in the best interests of the members of the Bell Plan, with some of the reasons set out in Recital F. Moreover, the Administrator has advised members of the Plan and retirees of some elements of the transactions and the Administrator intends to, as soon as practicable, advise members of the Bell Plan and retirees of the substance of the transactions contemplated by this Agreement.

Exhibit 99.4

NOW THEREFORE, the Parties agree as follows:

1. Effective as of the date of this Agreement, the Administrator, on behalf of the Bell Plan, hereby purchases from each Employer and each Employer sells, assigns, transfers and conveys to the Administrator on behalf of the Bell Plan, at fair market value all of such Employer’s right, title and interest in and to the applicable number of CGI shares, all as set out in the attached Schedule “A” (the “Shares”). For the purpose of this Agreement, the fair market value (the “Purchase Price”) of the Shares of each Employer shall be based on the closing price on the Toronto Stock Exchange on the day prior to the date of this Agreement of the Shares, with the share price and Purchase Price set out in the attached Schedule “A”.

2. The Administrator shall satisfy the Purchase Price for the purchase of the applicable Shares from each Employer by using the amount owing by such Employer as described in Recitals D and E and as a result, the obligation of each Employer to make payments to the Bell Plan in the amount as set in Recitals D and E shall be offset by the obligation of the Administrator to pay to each Employer the Purchase Price for the Shares so transferred and upon the applicable Shares being transferred to the trustee for the Plan, each Employer shall be deemed to have fulfilled its obligation to make payments to the Bell Plan in the amount as set in Recitals D and E and the Administrator shall be deemed to have fulfilled its obligation to pay to each Employer the Purchase Price for the Shares so transferred.

3. The Employers hereby deliver to the Administrator the share certificates representing the Shares duly endorsed for transfer to the trustee for the assets held in relation to the Bell Plan, or accompanied by an irrevocable security transfer power of attorney duly executed and the receipt of which by the Administrator is hereby acknowledged.

4. This Agreement shall operate as an actual conveyance, transfer, assignment and setting over of all the rights, title and interests of the Employers in and to the Shares as of the Effective Date. The Employers shall, at the request of the Administrator, sign, execute and deliver all documents, transfers, assignments, matters and things which are convenient and necessary or which counsel for the Administrator may advise so as to more completely and effectually convey, assign and transfer to or vest the Shares in the Bell Plan together with all the rights, title and interests of the Employers therein.

5. The parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each party shall provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

6. This Agreement may be executed by the parties in counterparts and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same agreement.

7. Time is of the essence in the performance of the parties’ respective obligations.

Exhibit 99.4

8. This Agreement shall be governed by and interpreted in accordance with the law of the Province of Québec, and the Federal laws of Canada applicable therein.

9. This Agreement shall enure to the benefit of and be binding upon the parties and their successors and assigns.

     10. The Recitals form an integral part of this Agreement.

11. No amendment, supplement, modification, waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any party, shall be binding unless executed in writing by the party to be bound thereby.

12. No party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of each of the other parties.

13. IN WITNESS OF WHICH the Parties have duly executed this Agreement.

XXXX CANADA, as administrator of the Xxxx Canada Pension Plan						XXXX CANADA, as employer under the Xxxx Canada Pension Plan
By:		/s/ Xxxxxxx Xxxxxxx				By:		/s/ Xxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxx						Name: Xxxx Xxxxxxxxx
		Title: Senior Vice-President and Treasurer						Title: Chief Financial Officer
XXXX MOBILITY INC.						CONNEXIM INC.
By:		/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx				By:		/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
		Title: Vice-President, General Counsel and Corporate Secretary						Title: President

SCHEDULE A

		No. of CGI Group
Employer		Class A Shares				Price per Share				Purchase Price
Xxxx Canada			5,573,331				7.90				$44,029,311.90
Xxxx Mobility Inc.			477,848				7.90				$  3,775,000.00
Connexim Inc.			376,582				7.90				$  2,975,000.00
TOTALS			6,427,761				n/a				$50,779,311.90