<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>tex99_1-5607.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>

                            KINROSS GOLD CORPORATION

                              SHARE INCENTIVE PLAN

                                  MAY 4, 1995,
                           AMENDED AS OF MAY 8, 1996,
                FURTHER AMENDED AS OF MAY 1, 1997, MAY 28, 1998,
 MAY 1, 2000, JULY 28, 2000, FEBRUARY 15, 2001, JANUARY 31, 2003, JANUARY 1,
                      2004, FEBRUARY 28, 2004 AND MAY 10, 2004.

                                   ARTICLE ONE

                         DEFINITIONS AND INTERPRETATION

Section 1.01    DEFINITIONS: For purposes of the Plan, unless such word or term
is otherwise defined herein or the context in which such word or term is used
herein otherwise requires, the following words and terms with the initial letter
or letters thereof capitalized shall have the following meanings:

        (a)     "Act" means the BUSINESS CORPORATIONS ACT (Ontario) or its
                successor, as amended from time to time;

        (b)     "Aggregate Contribution" means the aggregate of a Participant's
                Contribution and the related Corporation's Contribution;

        (c)     "Associate" where used to indicate a relationship with any
                person or company means: (i) any company of which such person or
                company beneficially owns, directly or indirectly, voting
                securities carrying more than 10 per cent of the voting rights
                attached to all voting securities of the company for the time
                being outstanding; (ii) any partner of that person or company;
                (iii) any trust or estate in which such person or company has a
                substantial beneficial interest or as to which such person or
                company serves as trustee or in a similar capacity; (iv) any
                relative of that person who resides in the same home as that
                person; (v) any person who resides in the same home as that
                person and to whom that person is married, or any person of the
                opposite sex or the same sex who resides in the same home as
                that person and with whom that person is living in a conjugal
                relationship outside marriage; or (vi) any relative of a person
                mentioned in clause (v) who has the same home as that person;

        (d)     "Basic Annual Salary" means the basic annual remuneration of a
                Participant from the Corporation and its Designated Affiliates
                exclusive of any overtime pay, bonuses or allowances of any kind
                whatsoever; provided, however, that for any Participant who is
                regularly scheduled to work a 12-hour shift, overtime pay shall
                be included in Basic Annual Salary, but only for the number of
                overtime hours worked in any two week period that, when added to
                the number of regular hours worked during the same period, will
                equal no more than 80 total hours for such period;
<PAGE>

        (e)     "Change of Control" means the occurrence of any one or more of
                the following events:

                (i)     a consolidation, merger, amalgamation, arrangement or
                        other reorganization or acquisition involving the
                        Corporation or any of its affiliates (as such term is
                        defined in the Act) and another corporation or other
                        entity, as a result of which the holders of common
                        shares of the Corporation prior to the completion of the
                        transaction hold less than 50% of the outstanding common
                        shares of the successor corporation after completion of
                        the transaction;

                (ii)    the sale, lease, exchange or other disposition, in a
                        single transaction or a series of related transactions,
                        of assets, rights or properties of the Corporation
                        and/or any of its subsidiaries which have an aggregate
                        book value greater than 30% of the book value of the
                        assets, rights and properties of the Corporation and its
                        subsidiaries on a consolidated basis to any other person
                        or entity, other than a disposition to a wholly-owned
                        subsidiary of the Corporation in the course of a
                        reorganization of the assets of the Corporation and its
                        subsidiaries;

                (iii)   a resolution is adopted to wind-up, dissolve or
                        liquidate the Corporation;

                (iv)    any person, entity or group of persons or entities
                        acting jointly or in concert (an "Acquiror") acquires or
                        acquires control (including, without limitation, the
                        right to vote or direct the voting) of Voting Securities
                        of the Corporation which, when added to the Voting
                        Securities owned of record or beneficially by the
                        Acquiror or which the Acquiror has the right to vote or
                        in respect of which the Acquiror has the right to direct
                        the voting, would entitle the Acquiror and/or associates
                        and/or affiliates of the Acquiror (as such terms are
                        defined in the Act) to cast or to direct the casting of
                        20% or more of the votes attached to all of the
                        Corporation's outstanding Voting Securities which may be
                        cast to elect directors of the Corporation or the
                        successor corporation (regardless of whether a meeting
                        has been called to elect directors);

                (v)     as a result of or in connection with: (A) a contested
                        election of directors, or; (B) a consolidation, merger,
                        amalgamation, arrangement or other reorganization or
                        acquisitions involving the Corporation or any of its
                        affiliates and another corporation or other entity, the
                        nominees named in the most recent Management Information
                        Circular of the Corporation for election to the Board of
                        Directors shall not constitute a majority of the Board
                        of Directors; or

                (vi)    the Board adopts a resolution to the effect that a
                        Change of Control as defined herein has occurred or is
                        imminent.

                                       -2-
<PAGE>

                For the purposes of the foregoing "Voting Securities" means
                common shares of the Corporation and any other shares entitled
                to vote for the election of directors and shall include any
                security, whether or not issued by the Corporation, which are
                not shares entitled to vote for the election of directors but
                are convertible into or exchangeable for shares which are
                entitled to vote for the election of directors including any
                options or rights to purchase such shares or securities.

        (f)     "Committee" means the Directors or if the Directors so determine
                in accordance with Section 2.03 of the Plan, the committee of
                the Directors authorized to administer the Plan which includes
                any compensation committee of the board;

        (g)     "Common Shares" means the common shares of the Corporation, as
                adjusted in accordance with the provisions of Article Six of the
                Plan;

        (h)     "Corporation" means Kinross Gold Corporation, a corporation
                incorporated under the Act;

        (i)     "Corporation's Contribution" means the amount the Corporation
                credits a Participant under Section 3.04;

        (j)     "Current Market Value" means the weighted average closing prices
                of the Common Shares for U.S. residents on the NYSE and for
                non-United States residents on the TSE for the twenty (20)
                consecutive trading days prior to the date on which Current
                Market Value is determined and if the Common Shares are not
                trading on the NYSE, then Current Market Value for U.S.
                residents shall have the same meaning as ascribed herein for
                non-United States residents, and if the Common Shares are not
                then listed and posting for trading on the TSE, then the Current
                Market Price shall be determined based on the trading price on
                such stock exchange or over-the-counter market in Canada on
                which the Common Shares are listed and posted for trading as may
                be selected for such purpose by the Committee. In the event that
                the Common Shares are not listed and posted for trading on any
                stock exchange or over-the-counter market, the Current Market
                Value shall be the fair market value of such Common Shares as
                determined by the Committee in its sole discretion.

        (k)     "Designated Affiliate" means the affiliates of the Corporation
                designated by the Committee for purposes of the Plan from time
                to time;

        (l)     "Directors" means the board of directors of the Corporation from
                time to time;

        (m)     "Eligible Contractors" means individuals, other than Eligible
                Employees that (i) are engaged to provide on a BONA FIDE basis
                consulting, technical, management or other services to the
                Corporation or any Designated Affiliates under a written
                contract between the Corporation or the Designated Affiliate and
                the individual or a company which the individual consultant is
                an employee and (ii) in the reasonable opinion of the
                Corporation, spend or will spend a significant amount

                                       -3-
<PAGE>

                of time and attention on the affairs and business of the
                Corporation or a Designated Affiliate;

        (n)     "Eligible Employees" means employees, including officers,
                whether Directors or not, and including both full-time and
                part-time employees, of the Corporation or any Designated
                Affiliate of the Corporation;

        (o)     "Employment Contract" means any contract between the Corporation
                or any Designated Affiliate of the Corporation and any Eligible
                Employee relating to, or entered into in connection with, the
                employment of the Eligible Employee;

        (p)     "Holding Period" means a period of six months or such longer
                period as may be required by law or the Stock Exchanges or any
                regulatory authority having jurisdiction over the securities of
                the Corporation;

        (q)     "Insider" shall have the meaning ascribed thereto in the
                SECURITIES ACT (Ontario) other than a person who is an Insider
                solely by virtue of being a or senior officer of a subsidiary of
                the Corporation and any associate of an Insider;

        (r)     "ISO" means an incentive stock option described in Section
                422A(b) of the United States Internal Revenue Code;

        (s)     "NSO" means an employee stock option not described in Sections
                422 through 424 of the United States Internal Revenue Code;

        (t)     "NYSE" means the New York Stock Exchange;

        (u)     "Option" means an option to purchase Common Shares granted
                pursuant to, or governed by, the Share Option Plan;

        (v)     "Optionee" means a Participant to whom an Option has been
                granted pursuant to the Share Option Plan;

        (w)     "Option Period" means the period of time during which the
                particular Option may be exercised;

        (x)     "Participant" for the Share Purchase Plan means each Eligible
                Employee and for the Share Option Plan means each Eligible
                Contractor and Eligible Employee to whom Options are granted;

        (y)     "Participant's Contribution" means the amount a Participant
                elects to contribute to the Share Purchase Plan under Paragraphs
                3.03(a) or (b);

        (z)     "Plan" means this share incentive plan which, collectively,
                includes the Share Purchase Plan and the Share Option Plan;

                                       -4-
<PAGE>

        (aa)    "Retirement" in respect of a Participant means the Participant
                ceasing to be an Eligible Employee or Eligible Contractor after
                attaining a stipulated age in accordance with the Corporation's
                normal retirement policy or earlier with the Corporation's
                consent;

        (bb)    "Retirement Date" means the date that a Participant ceases to be
                an Eligible Employee or Eligible Contractor;

        (cc)    "Share Option Plan" means the share option plan described in
                Article Four hereof;

        (dd)    "Share Purchase Plan" means the share purchase plan described in
                Article Three hereof;

        (ee)    "Stock Exchanges" means collectively, the TSE and the NYSE;

        (ff)    "Termination" means: (i) in the case of an Eligible Employee,
                the termination of the employment of the Eligible Employee with
                or without cause by the Corporation or a Designated Affiliate or
                cessation of employment of the Eligible Employee with the
                Corporation or a Designated Affiliate as a result of resignation
                or otherwise other than the Retirement of the Eligible Employee;
                (ii) in the case of an Eligible Contractor, the termination of
                the services of the Eligible Contractor by the Corporation or a
                Designated Affiliate; and

        (gg)    "TSE" means The Toronto Stock Exchange.

Section 1.02    SECURITIES DEFINITIONS: In the Plan, the terms "affiliate",
"subsidiary" and "insider" shall have the meanings given to such terms in the
SECURITIES ACT (Ontario).

Section 1.03    HEADINGS: The headings of all articles, Sections, and paragraphs
in the Plan are inserted for convenience of reference only and shall not affect
the construction or interpretation of the Plan.

Section 1.04    CONTEXT, CONSTRUCTION: Whenever the singular or masculine are
used in the Plan, the same shall be construed as being the plural or feminine or
neuter or vice versa where the context so requires.

Section 1.05    REFERENCES TO THIS PLAN: The words "hereto", "herein", "hereby",
"hereunder", "hereof" and similar expressions mean or refer to the Plan as a
whole and not to any particular article, Section, paragraph or other part
hereof.

Section 1.06    CANADIAN FUNDS: Unless otherwise specifically provided, all
references to dollar amounts in the Plan are references to lawful money of
Canada.

                                       -5-
<PAGE>

                                   ARTICLE TWO

                     PURPOSE AND ADMINISTRATION OF THE PLAN

Section 2.01    PURPOSE OF THE PLAN: The Plan provides for the acquisition of
Common Shares by Participants for the purpose of advancing the interests of the
Corporation through the motivation, attraction and retention of employees
officers and consultants of the Corporation and the Designated Affiliates of the
Corporation and to secure for the Corporation and the shareholders of the
Corporation the benefits inherent in the ownership of Common Shares by key
employees and consultants of the Corporation and Designated Affiliates of the
Corporation, it being generally recognized that share incentive plans aid in
attracting, retaining and encouraging employees and consultants due to the
opportunity offered to them to acquire a proprietary interest in the
Corporation.

Section 2.02    ADMINISTRATION OF THE PLAN: The Plan shall be administered by
the Committee and the Committee shall have full authority to administer the Plan
including the authority to interpret and construe any provision of the Plan and
to adopt, amend and rescind such rules and regulations for administering the
Plan as the Committee may deem necessary in order to comply with the
requirements of the Plan. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and conclusive
and shall be binding on the Participants and the Corporation. No member of the
Committee shall be personally liable for any action taken or determination or
interpretation made in good faith in connection with the Plan and all members of
the Committee shall, in addition to their rights as Directors, be fully
protected, indemnified and held harmless by the Corporation with respect to any
such action taken or determination or interpretation made. The appropriate
officers of the Corporation are hereby authorized and empowered to do all things
and execute and deliver all instruments, undertakings and applications and
writings as they, in their absolute discretion, consider necessary for the
implementation of the Plan and of the rules and regulations established for
administering the Plan. All costs incurred in connection with the Plan shall be
for the account of the Corporation.

Section 2.03    DELEGATION TO COMMITTEE: All of the powers exercisable hereunder
by the Directors may, to the extent permitted by applicable law and as
determined by resolution of the Directors, be exercised by a committee of the
Directors comprised of not less than three (3) Directors, including any
compensation committee of the board of directors of the Corporation.

Section 2.04    RECORD KEEPING: The Corporation shall maintain a register in
which shall be recorded:

        (a)     the name and address of each Optionee;

        (b)     the number of Common Shares subject to Options granted to each
                Optionee;

        (c)     the aggregate number of Common Shares subject to Options;

        (d)     the name and address of each Participant in the Share Purchase
                Plan;

                                       -6-
<PAGE>

        (e)     any Participant's Contributions and Corporation's Contributions;
                and

        (f)     the number of Common Shares held in safekeeping for the account
                of a Participant.

Section 2.05    DETERMINATION OF PARTICIPANTS AND PARTICIPATION: The Committee
shall from time to time determine the Participants who may participate in the
Share Purchase Plan and the Share Option Plan. The Committee shall from time to
time determine the Participants to whom Options shall be granted, the number of
Common Shares to be made subject to and the expiry date of each Option granted
to each Participant and the other terms of each Option granted to each
Participant and the provisions and restrictions with respect to such grant(s),
all such determinations to be made in accordance with the terms and conditions
of the Plan, and the Committee may take into consideration the present and
potential contributions of and the services rendered by the particular
Participant to the success of the Corporation and any other factors which the
Committee deems appropriate and relevant.

Section 2.06    MAXIMUM NUMBER OF SHARES: The maximum number of Common Shares
made available for the Plan is 9,833,333 which shall be allocated as follows:

        (a)     Share Purchase Plan: The maximum number of Common Shares made
                available for the Share Purchase Plan shall be determined from
                time to time by the Committee but, in any case, shall not exceed
                2,666,666 Common Shares in the aggregate.

        (b)     Share Option Plan: The maximum number of Common Shares made
                available for the Share Option Plan shall be determined from
                time to time by the Committee but, in any case, shall not exceed
                7,166,667 Common Shares in the aggregate.

        (c)     The aggregate number of Common Shares reserved for issuance
                pursuant to Options granted to Insiders, at any one time upon
                the exercise of Options shall not exceed 10% of the total number
                of Common Shares then outstanding. The aggregate number of
                Common Shares issuable to Insiders pursuant to Options, with a
                one-year period, shall not exceed 10% of the total number of
                Common Shares then outstanding. The aggregate number of Common
                Shares issuable to any one Insider and such Insider's Associates
                pursuant to Options, with a one-year period, shall not exceed 5%
                of the total number of Common Shares then outstanding. The
                aggregate number of Common Shares reserved for issuance to any
                one person upon the exercise of Options shall not exceed 5% of
                the total number of Common Shares then outstanding. For purposes
                of this Section 2.06, the number of Common Shares then
                outstanding shall mean the number of Common Shares outstanding
                on a non-diluted basis immediately prior to the proposed grant
                of the applicable Option or issue of Common Shares pursuant to
                the Share Purchase Plan, as the case may be.

                                       -7-
<PAGE>

                                  ARTICLE THREE

                               SHARE PURCHASE PLAN

Section 3.01    THE SHARE PURCHASE PLAN: A Share Purchase Plan is hereby
established for Eligible Employees.

Section 3.02    PARTICIPANTS: Participants entitled to participate in the Share
Purchase Plan shall be Eligible Employees who have been providing services to
the Corporation or any Designated Affiliates for at least 6 consecutive months.
The Committee, shall have the right, in its absolute discretion, to waive such 6
month period or to determine that the Share Purchase Plan does not apply to any
Eligible Employee.

Section 3.03    ELECTION TO PARTICIPATE IN SHARE PURCHASE PLAN AND PARTICIPANT'S
CONTRIBUTION:

        (a)     Any Participant may elect to contribute money to the Share
                Purchase Plan in any calendar year if the Participant, prior to
                the end of the immediately preceding calendar year, delivers to
                the Corporation a written direction in form and substance
                satisfactory to the Corporation authorizing the Corporation to
                deduct from the remuneration of the Participant the
                Participant's Contribution in equal instalments.

        (b)     If, on December 31 of any year, a Participant has not been
                continuously providing service to the Corporation or any of its
                Designated Affiliates for at least 6 consecutive months (unless
                such 6-month requirement is waived by the Committee), then, in
                the calendar quarter during which such Participant reaches six
                consecutive months of service, such Participant may elect to
                make a Participant's Contribution with respect to the balance of
                that calendar year, commencing at the beginning of the next
                calendar quarter, by delivering to the Corporation the written
                direction referred to above.

        (c)     The Participant's Contribution shall be a minimum of $50.00 a
                month (Canadian or United States) depending on the residence of
                Participants but in no event shall the Participant's
                Contribution exceed 10% (unless otherwise specified by the
                Committee), before deductions, of the Participant's Basic Annual
                Salary; provided that, in the event of any employee electing to
                make a Participant's Contribution for less than a full year in
                accordance with paragraph (b) above, his or her Basic Annual
                Salary shall be pro-rated for the balance of that calendar year.

        (d)     No adjustment shall be made to the Participant's Contribution
                until the next succeeding calendar year, and then only if a new
                written direction shall have been delivered to the Corporation
                for such calendar year. The Participant's Contribution shall be
                held by the Corporation in trust for the purposes of the Share
                Purchase Plan.

                                       -8-
<PAGE>

Section 3.04    CORPORATION'S CONTRIBUTION: Immediately prior to the date any
Common Shares are issued to a Participant in accordance with Section 3.06, the
Corporation will credit the Participant with and thereafter hold in trust for
the Participant an amount equal to 50% of the Participant's Contribution then
held in trust by the Corporation.

Section 3.05    AGGREGATE CONTRIBUTION: The Corporation shall not be required to
segregate the Aggregate Contribution from its own corporate funds or to pay
interest thereon.

Section 3.06    ISSUE OF SHARES:

        (a)     As soon as practicable following March 31, June 30, September 30
                and December 31 in each calendar year the Corporation shall
                issue for the account of each Participant fully paid and
                non-assessable Common Shares equal in value to the Aggregate
                Contribution held in trust as of such date by the Corporation
                converted into Common Shares at the Current Market Value of the
                Common Shares on the end of the applicable calendar quarter. If
                such conversion would otherwise result in the issue for the
                account of a Participant of a fraction of a Common Share, the
                Corporation will issue only such whole Common Shares as are
                issuable.

        (b)     The Corporation shall hold any unused balance of the Aggregate
                Contribution in trust for an Eligible Employee or Other
                Participant until used in accordance with the Share Purchase
                Plan.

Section 3.07    SAFEKEEPING AND DELIVERY OF SHARES:

        (a)     All Common Shares held by the Corporation pursuant to this
                Subsection 3.07(a) shall be registered in the name of the
                Corporation or its nominee and shall be held by the Corporation
                or its nominee, in trust, for the benefit of the Participant
                until title thereto vests in the Participant pursuant to this
                Section 3.07. All Common Shares issued for the account of a
                Participant in accordance with Section 3.06 will be held in
                safekeeping by the Corporation and will be delivered (registered
                in the name of the Participant), subject as provided in the
                Share Purchase Plan, to such Participant upon the expiry of the
                Holding Period from the date of issue of such Common Shares. If
                the Corporation receives, on behalf of a Participant in respect
                of any Common Shares so held:

                        (i)     cash dividends;

                        (ii)    options or rights to purchase additional
                                securities of the Corporation or any other
                                corporation;

                        (iii)   any notice of meeting, proxy statement and proxy
                                for any meeting of holders of Common Shares of
                                the Corporation; or

                                       -9-
<PAGE>

                        (iv)    other or additional Common Shares or other
                                securities (by way of dividend or otherwise);

                then the Corporation shall forward to such Participant, at his
                or her last address according to the register maintained under
                Section 2.04, any of the items listed in Subparagraph 3.07
                (a)(i), (ii) and (iii); and shall hold in safekeeping any
                additional securities referred to in Subparagraph 3.07(a)(iv)
                and shall deliver such securities to the Participant with
                delivery of the Common Shares in respect of which such
                additional securities were issued.

        (b)     Any Common Shares held for the account of a Participant in
                safekeeping by the Corporation will be distributed to a
                Participant or the estate of the Participant, prior to the
                expiry of the applicable Holding Period only upon:

                        (i)     the date of the commencement of the
                                Participant's Retirement in accordance with the
                                Corporation's normal policy regarding
                                Retirement;

                        (ii)    the date of the commencement of the total
                                disability of the Participant's determined in
                                accordance with the Corporation's normal
                                disability policy; or

                        (iii)   the date of death of the Participant.

        (c)     If there is a Change of Control, then any Common Shares held in
                trust for a Participant shall be immediately deliverable to the
                Participant. In addition, the Corporation's Contribution shall
                immediately be made and the Common Shares shall be issued for
                the then Aggregate Contribution based on the Current Market
                Value of the Common Shares on the date of the Change of Control
                prior to the completion of the transaction which results in the
                Change of Control.

Section 3.08    TERMINATION: In the event of the Termination of a Participant:

        (a)     the Participant shall automatically cease to be entitled to
                participate in the Share Purchase Plan;

        (b)     any portion of the Participant's Contribution then held in trust
                for the Participant shall be paid to the Participant or the
                estate of the Participant;

        (c)     any portion of the Corporation's Contribution then held in trust
                for the Participant shall be paid to the Corporation;

        (d)     any Common Shares then held in safekeeping for a Participant
                pursuant to Subsection 3.07(a) shall, subject to Subsection
                3.07(b) in the case of Retirement, disability or death, and
                subject to the provisions of the Act, be released to the
                Participant upon the expiry of the Holding Period, or purchased
                for cancellation

                                      -10-
<PAGE>

                by the Corporation at an amount equal to the Participant's
                Contribution and such proceeds shall be paid to the Participant;
                and

        (e)     this Section 3.08 is subject to any Employment Agreement or any
                other agreement to which the Corporation or its Designated
                Affiliate is a party with respect to the rights of such
                Participant upon Termination or Change in Control.

Section 3.09    ELECTION TO WITHDRAW FROM SHARE PURCHASE PLAN: Any Participant
may at any time elect to withdraw from the Share Purchase Plan. In order to
withdraw the Participant must give at least two weeks' notice to the Corporation
in writing in form and substance satisfactory to the Corporation directing the
Corporation to cease deducting from the Participant's remuneration the
Participant's Contribution. Deductions will cease to be made commencing with the
first pay date following expiry of the two week notice. The Participant's
Contribution will continue to be held in trust. On the next following date for
making the Corporation's Contribution the Corporation will credit the
Participant with the pro rata amount of the Corporation's Contribution,
calculated in accordance with Section 3.04. The issuance and delivery of Common
Shares will not be accelerated by such withdrawal but will occur on the date on
which such Common Shares would otherwise have been issued in accordance with
Section 3.06 and delivered to the Participant in accordance with Section 3.07
had the Participant not elected to withdraw from the Share Purchase Plan.

Section 3.10    NECESSARY APPROVALS: The obligation of the Corporation to issue
and deliver any Common Shares in accordance with the Share Purchase Plan shall
be subject to any necessary approval of any stock exchange or regulatory
authority having jurisdiction over the securities of the Corporation. If any
Common Shares cannot be issued to any Participant for whatever reason, the
obligation of the Corporation to issue such Common Shares shall terminate and
any Participant's Contribution held in trust for a Participant shall be returned
to the Participant without interest.

                                  ARTICLE FOUR

                                SHARE OPTION PLAN

Section 4.01    THE SHARE OPTION PLAN AND PARTICIPANTS: A Share Option Plan is
hereby established for Eligible Employees and Eligible Contractors. An Option
issued under the Share Option Plan may be an ISO or a NSO.

Section 4.02    TEN-PERCENT SHAREHOLDERS: An Eligible Employee or an Eligible
Contractor who owns shares representing more than 10% of the total combined
voting power of all classes of outstanding shares of the Corporation or any of
its subsidiaries shall not be eligible for the grant of an ISO unless (a) the
Exercise Price under such ISO is at least 110% of the Current Market Value of a
Common Share on the date of grant and (b) such ISO by its terms is not
exercisable after the expiration of five years from the date of grant.

Section 4.03    STOCK OPTION AGREEMENT: Each grant of an Option under the Share
Option Plan shall be evidenced by a Share Option Agreement between the
Participant and the Corporation.

                                      -11-
<PAGE>

Such Option shall be subject to all applicable terms and conditions of the Share
Option Plan and may be subject to any other terms and conditions which are not
inconsistent with the Share Option Plan and which the Committee deems
appropriate for inclusion in a Share Option Agreement. The provisions of the
various Share Option Agreements entered into under the Share Option Plan need
not be identical. The Committee may designate all or any part of an Option as an
ISO.

Section 4.04    EXERCISE PRICE: The price per share at which any Common Share
which is the subject of an Option may be purchased shall be determined by the
Committee at the time the Option is granted, provided that such price shall be
not less than the price of the Common Shares on the TSE on the last trading day
immediately preceding the date of grant of such Option.

Section 4.05    TERM OF OPTION: The Option Period for each Option shall be such
period of time as shall be determined by the Committee, subject to any
Employment Contract, provided that no Option Period shall exceed 5 years.

Section 4.06    LAPSED OPTIONS: If Options granted under the Share Option Plan
are surrendered, terminate or expire without being exercised in whole or in
part, new Options may be granted covering the Common Shares not purchased under
such lapsed Options.

Section 4.07    EXERCISE OF OPTIONS: The Committee shall determine when any
Option will become exercisable and may determine that the Option will be
exercisable immediately or in installments during an Option Period or otherwise,
and the exercise of the Options under this Section 4.07 shall be in accordance
with this Plan.

Section 4.08    ELIGIBLE PARTICIPANTS ON EXERCISE: An Option may be exercised by
the Optionee in whole at any time, or in part from time to time, in accordance
with Section 4.07, provided however that, except as otherwise specifically
provided in Section 4.11 or Section 4.12 hereof or in any Employment Contract,
no Option may be exercised unless the Optionee at the time of exercise thereof
is in the case of an Eligible Employee, an officer of the Corporation or a
Designated Affiliate or in the employment of the Corporation or a Designated
Affiliate and has been continuously an officer or so employed since the date of
grant of such Option, or in the case of an Eligible Contractor provided
services, provided however that a leave of absence with the approval of the
Corporation or such Designated Affiliate shall not be considered an interruption
of employment for purposes of the Plan.

Section 4.09    PAYMENT OF EXERCISE PRICE: The issue of Common Shares on
exercise of any Option shall be contingent upon receipt by the Corporation of
payment of the aggregate purchase price for the Common Shares in respect of
which the Option has been exercised by cash or certified cheque delivered to the
registered office of the Corporation together with a validly completed notice of
exercise or by any other means as approved by the Committee. No Optionee or
legal representative, legatee or distributee of any Optionee will be, or will be
deemed to be, a holder of any Common Shares with respect to which such Optionee
was granted an Option, unless and until certificates for such Common Shares are
issued to such Optionee, or them, under the terms of the Plan. Subject to
Sections 4.12 and 6.01 hereof, upon an Optionee exercising an Option and paying
the Corporation the aggregate purchase price for the Common Shares in

                                      -12-
<PAGE>

respect of which the Option has been exercised, the Corporation shall as soon as
practicable issue and deliver a certificate representing the Common Shares so
purchased. The exercise of any Option will be contingent upon receipt by the
Corporation of cash payment of the full purchase price of the Common Shares
which are the subject of the exercised Option.

No Participant or his or her legal representatives, legatees or distributees
will be, or will be deemed to be, a holder of any Common Shares with respect to
which he or she was granted an Option under this Plan, unless and until
certificates for such Common Shares are issued to him or her, or them, under the
terms of the Plan.

Section 4.10    ACCELERATION ON CHANGE OF CONTROL: In the event of a Change of
Control, all Options outstanding shall be immediately exercisable,
notwithstanding any determination of the Committee pursuant to Section 4.07
hereof, if applicable.

Section 4.11    DEATH OF PARTICIPANT: If a Participant dies while an Optionee,
any Option held by such Optionee at the date of death shall become immediately
exercisable notwithstanding any determination of the Committee pursuant to
Section 4.07 hereof, if applicable, and shall be exercisable in whole or in part
only by the person or persons to whom the rights of the Optionee under the
Option shall pass by the will of the Optionee or the laws of descent and
distribution for a period of twelve months after the date of death of the
Optionee or prior to the expiration of the Option Period in respect of the
Option.

Section 4.12    EFFECT OF RETIREMENT OR TERMINATION: In the event of the
Retirement or Termination of a Participant, such Participant may, but only
within sixty (60) days immediately following such Retirement or Termination,
exercise his or her Options to the extent that such Participant was entitled to
exercise such Options at the date of such Retirement or Termination.
Notwithstanding the foregoing, in the event of the Retirement or Termination of
a Participant, the Committee may determine when any Option shall become
exercisable or otherwise, notwithstanding Section 4.07 of the Plan. This Section
4.12 is subject to any Employment Agreement or any other agreement to which the
Corporation or its Designated Affiliates is a party with respect to the rights
of such Participant upon Retirement or Termination or Change in Control.

Section 4.13    NECESSARY APPROVALS: The obligation of the Corporation to issue
and deliver any Common Shares in accordance with the Share Option Plan shall be
subject to any necessary approval of any stock exchange or regulatory authority
having jurisdiction over the securities of the Corporation. If any Common Shares
cannot be issued to any Participant for whatever reason, the obligation of the
Corporation to issue such Common Shares shall terminate and any Option exercise
price paid to the Corporation shall be returned to the Participant.

Section 4.14    TERM OF THE SHARE OPTION PLAN: The Share Option Plan, as set
forth herein, shall become effective on May 4, 1995. The Share Option Plan shall
remain in effect until it is terminated by the Board of Directors, except that
no ISOs shall be granted after May 3, 2014.

                                      -13-
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                                  ARTICLE FIVE

                      WITHHOLDING TAXES AND SECURITIES LAWS
                         OF THE UNITED STATES OF AMERICA

Section 5.01    WITHHOLDING TAXES: The Corporation or any Designated Affiliate
of the Corporation may take such steps as are considered necessary or
appropriate for the withholding of any taxes which the Corporation or any
Designated Affiliate of the Corporation is required by any law or regulation of
any governmental authority whatsoever to withhold in connection with any Option
or Common Share including, without limiting the generality of the foregoing, the
withholding of all or any portion of any payment or the withholding of the issue
of Common Shares to be issued upon the exercise of any Option, until such time
as the Participant has paid the Corporation or any Designated Affiliate of the
Corporation for any amount which the Corporation or Designated Affiliate of the
Corporation is required to withhold with respect to such taxes.

                                   ARTICLE SIX

                                     GENERAL

Section 6.01    EFFECTIVE TIME OF PLAN: The Plan shall become effective upon a
date to be determined by the board of directors.

Section 6.02    AMENDMENT OF PLAN: The Committee may from time to time in the
absolute discretion of the Committee amend, modify and change the provisions of
the Plan or any Options granted pursuant to the Plan, provided that any
amendment, modification or change to the provisions of the Plan or any Options
granted pursuant to the Plan which would:

        (a)     materially increase the benefits under the Plan or any Options
                granted pursuant to the Plan;

        (b)     increase the number of Common Shares, other than by virtue of
                Sections 6.06, 6.07 and 6.08 of the Plan, which may be issued
                pursuant to the Plan;

        (c)     materially modify the requirements as to eligibility for
                participation in the Plan; or

        (d)     amend, modify or change Section 4.07 of the Plan.

shall only be effective upon such amendment, modification or change being
approved by the shareholders of the Corporation if required by the Stock
Exchanges and any other regulatory authority having jurisdiction over the
securities of the Corporation. Any amendment, modification or change of any
provision of the Plan or any Options granted pursuant to the Plan shall be
subject to approval, if required, by any regulatory authority having
jurisdiction over the securities of the Corporation.

                                      -14-
<PAGE>

Section 6.03    NON-ASSIGNABLE: Except as otherwise may be expressly provided
for under this Plan or pursuant to a will or by the laws of descent and
distribution, no right or interest of a Participant is assignable or
transferable.

Section 6.04    RIGHTS AS A SHAREHOLDER: No Optionee shall have any rights as a
shareholder of the Corporation with respect to any Common Shares which are the
subject of an Option. No Optionee shall be entitled to receive, and no
adjustment shall be made for, any dividends, distributions or other rights
declared for shareholders of the Corporation for which the record date is prior
to the date of exercise of any Option.

Section 6.05    NO CONTRACT OF EMPLOYMENT: Nothing contained in the Plan shall
confer or be deemed to confer upon any Participant the right to continue in the
employment of, or to provide services to, the Corporation or any Designated
Affiliate nor interfere or be deemed to interfere in any way with any right of
the Corporation or any Designated Affiliate to discharge any Participant at any
time for any reason whatsoever, with or without cause. Participation in any of
the Plans by a Participant shall be voluntary.

Section 6.06    CHANGE OF CONTROL: In the event of a Change of Control:

        (a)     each Participant for whom Common Shares are held in safekeeping
                under the Share Purchase Plan shall receive on the date that
                Common Shares would otherwise be delivered to the Participant
                the securities, property or cash to which the Participant would
                have received upon such Change of Control if the Participant had
                held the Common Shares immediately prior to such Change of
                Control; and

        (b)     upon the exercise of an Option under the Share Option Plan, the
                holder thereof shall be entitled to receive the securities,
                property or cash which the holder would have received upon such
                Change of Control if the holder had exercised the Option
                immediately prior to such Change of Control, unless the
                Directors otherwise determine the basis upon which such Option
                shall be exercisable; and

Section 6.07    ADJUSTMENT IN NUMBER OF SHARES SUBJECT TO THE PLAN: In the event
there is any change in the Common Shares, whether by reason of a stock dividend,
consolidation, subdivision, reclassification or otherwise, an appropriate
adjustment shall be made by the Committee in:

        (a)     the number of Common Shares available under the Plan;

        (b)     the number of Common Shares subject to any Option; and

        (c)     the exercise price of the Common Shares subject to Options.

If the foregoing adjustment shall result in a fractional Common Share, the
fraction shall be disregarded. All such adjustments shall be conclusive, final
and binding for all purposes of the Plan.

                                      -15-
<PAGE>

Section 6.08    SECURITIES EXCHANGE TAKE-OVER BID: In the event that the
Corporation becomes the subject of a take-over bid (within the meaning of the
SECURITIES ACT (Ontario)) pursuant to which 100% of the issued and outstanding
Common Shares are acquired by the offeror either directly or as a result of the
compulsory acquisition provisions of the incorporating statute, and where
consideration is paid in whole or in part in equity securities of the offeror,
the Committee may send notice to all Optionees requiring them to surrender their
Options within 10 days of the mailing of such notice, and the Optionees shall be
deemed to have surrendered such Options and Restricted Share Rights, as the case
may be, on the tenth (10th) day after the mailing of such notice without further
formality, provided that:

        (a)     the offeror delivers with such notice an irrevocable and
                unconditional offer to grant replacement options on the equity
                securities offered as consideration;

        (b)     the Committee has determined, in good faith, that such
                replacement options have substantially the same economic value
                as the Options or Restricted Share Rights being surrendered; and

        (c)     the surrender of Options and the granting of replacement options
                can be effected on a tax deferred basis under the INCOME TAX ACT
                (Canada).

Section 6.09    NO REPRESENTATION OR WARRANTY: The Corporation makes no
representation or warranty as to the future market value of any Common Shares
issued in accordance with the provisions of the Plan.

Section 6.10    COMPLIANCE WITH APPLICABLE LAW: If any provision of the Plan or
any Option contravenes any law or any order, policy, by-law or regulation of any
regulatory body having jurisdiction, then such provision shall be deemed to be
amended to the extent necessary to bring such provision into compliance
therewith.

Section 6.11    INTERPRETATION: This Plan shall be governed by and construed in
accordance with the laws of the Province of Ontario.

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