<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>EXHIBIT 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, MAY 10, 2004 AND DECEMBER 21, 2005.

                                   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


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                                      -2-

               worked during the same period, will equal no more than 80 total
               hours for such period;

          (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


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                                      -3-

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

               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


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                                      -4-

               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 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);


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                                      -5-

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

          (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.


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                                      -6-

                                   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;


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                                      -7-

          (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 12,833,333 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
               3,666,666 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
               9,166,667 Common Shares in the aggregate.

          (c)  The aggregate number of Common Shares reserved for issuance under
               this Plan to Insiders, at any one time upon the exercise of
               Options and pursuant to all other compensation arrangements of
               the Corporation shall not exceed 10% of the total number of
               Common Shares then outstanding. The aggregate number of Common
               Shares issued to Insiders pursuant to this Plan and pursuant to
               all other compensation arrangements of the Corporation, within 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.


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                                      -8-


                                  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.


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                                      -9-


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


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                                      -10-

                    (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


<PAGE>


                                      -11-

               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.


<PAGE>


                                      -12-

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.
Notwithstanding the foregoing for any Option granted after December 21, 2005, if
its Option Period expires during a corporate blackout period applicable to the
holder of such Option, the Option Period of such Option shall be extended to the
10th business day following the expiry of the blackout period.

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,


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                                      -13-

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 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.


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                                      -14-

                                  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.


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                                      -15-

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.


<PAGE>


                                      -16-

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.

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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