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<SEC-DOCUMENT>0001188112-06-001386.txt : 20060510
<SEC-HEADER>0001188112-06-001386.hdr.sgml : 20060510
<ACCEPTANCE-DATETIME>20060510155232
ACCESSION NUMBER:		0001188112-06-001386
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20060531
FILED AS OF DATE:		20060510
DATE AS OF CHANGE:		20060510

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KINROSS GOLD CORP
		CENTRAL INDEX KEY:			0000701818
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				650430083
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13382
		FILM NUMBER:		06825976

	BUSINESS ADDRESS:	
		STREET 1:		185 SOUTH STATE STREET
		STREET 2:		STE 400
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111
		BUSINESS PHONE:		8013639152

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PLEXUS RESOURCES CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>t10188_6k.txt
<DESCRIPTION>FORM 6-K
<TEXT>


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                        PURSUANT TO RULE 13a-16 OR 15d-16
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of May, 2006
                        Commission File Number: 001-13382
                            KINROSS GOLD CORPORATION
                 (Translation of registrant's name into English)

                  52ND FLOOR, SCOTIA PLAZA, 40 KING STREET WEST
                            TORONTO, ONTARIO M5H 3Y2
                    (Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:

                          Form 20-F       Form 40-F  X
                                   -----           -----

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):_____

     Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of
a Form 6-K if submitted solely to provide an attached annual report to security
holders.

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):_____

     Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of
a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

     Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                              Yes        No  X
                                 -----     -----

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2b:

- ----------


<PAGE>



                                                                          Page 2
This report on Form 6-K is being furnished for the sole purpose of providing
copies of amended copies of Share Incentive Plan dated December 21, 2005, the
Restricted Share Plan dated December 21, 2005 and the Shareholder Rights Plan
dated May 4, 2006.
                                      INDEX





                                Table of Contents



SIGNATURES
EXHIBIT INDEX
99.1   Amended Share Incentive Plan dated December 21, 2006
99.2   Amended Restricted Share Plan dated December 21, 2006
99.3   Amended Shareholder Rights Plan dated  May 4, 2006






<PAGE>



                                                                          Page 3

                                   SIGNATURES


         Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                               KINROSS GOLD CORPORATION



                                               Signed:/SHELLEY M. RILEY
                                                       -----------------
                                               V.P. Administration and
                                               Corporate Secretary





May 9, 2006


</TEXT>
</DOCUMENT>
<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


<PAGE>


                                      -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


<PAGE>


                                      -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


<PAGE>


                                      -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);


<PAGE>


                                      -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.


<PAGE>


                                      -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;


<PAGE>


                                      -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.


<PAGE>


                                      -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.


<PAGE>


                                      -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


<PAGE>


                                      -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,


<PAGE>


                                      -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.


<PAGE>


                                      -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.


<PAGE>


                                      -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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>


                            KINROSS GOLD CORPORATION

                              RESTRICTED SHARE PLAN

    FEBRUARY 15, 2001 AND AMENDED AS OF JANUARY 31, 2003, FEBRUARY 28, 2004,
                       MAY 10, 2004 AND DECEMBER 21, 2005

                                   ARTICLE ONE

                         DEFINITIONS AND INTERPRETATION

Section 1.01 DEFINITIONS: For purposes of the Restricted Share 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)     "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;

        (c)     "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



<PAGE>


                                      -2-

               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.

                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.

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

        (e)     "Common Shares" means the common shares of the Corporation, as
                adjusted in accordance with the provisions of Article Five of
                the Restricted Share Plan;
<PAGE>


                                      -3-

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

        (g)     "Deferred Payment Date" means the date for a Canadian Resident
                Participant under the Restricted Share Plan after the Restricted
                Period and not later than the Canadian Resident Participant's
                Retirement Date which the Canadian Resident Participant has
                elected to defer receipt of Restricted Shares;

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

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

        (j)     "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 of time
                and attention on the affairs and business of the Corporation or
                a Designated Affiliate;

        (k)     "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;

        (l)     "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 director or senior officer of a
                subsidiary of the Corporation and any Associate of an Insider;

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

        (n)     "Participant" for the Restricted Share Plan means each Eligible
                Contractor and Eligible Employee to whom Restricted Share Rights
                are granted;

        (o)     "Restricted Period" means any period of time that a Restricted
                Share Right is not exercisable and the Participant holding such
                Restricted Share Right remains ineligible to receive Restricted
                Shares, determined by the Committee in its absolute discretion,
                however, such period of time may be reduced or eliminated from
                time to time and at any time and for any reason as determined by
                the Committee, including but not limited to circumstances
                involving death or disability of a Participant;

        (p)     "Retirement" in respect of a Participant means the Participant
                ceasing to be an Eligible Employee or Eligible Contractor after
                attaining a stipulated age in

<PAGE>


                                      -4-

                accordance with the Corporation's normal retirement policy or
                earlier with the Corporation's consent;

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

        (r)     "Restricted Share Plan" means the restricted share plan
                described in Article Three hereof;

        (s)     "Restricted Share Rights" has such meaning as ascribed to such
                term at Section 3.02 of this Restricted Share Plan;

        (t)     "Restricted Shares" means the Common Shares issuable upon the
                exercise of Restricted Share Rights;

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

        (v)     "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

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

Section 1.02 SECURITIES DEFINITIONS: In the Restricted Share 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 Restricted Share Plan are inserted for convenience of reference only and
shall not affect the construction or interpretation of the Restricted Share
Plan.

Section 1.04 CONTEXT, CONSTRUCTION: Whenever the singular or masculine are used
in the Restricted Share 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 RESTRICTED SHARE PLAN: The words "hereto",
"herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer
to the Restricted Share 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 Restricted Share Plan are references to
lawful money of Canada.
<PAGE>


                                      -5-

                                   ARTICLE TWO

         PURPOSE AND ADMINISTRATION OF THE RESTRICTED SHARE PLAN

Section 2.01 PURPOSE OF THE RESTRICTED SHARE PLAN: The Restricted Share 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 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 restricted
share plans aid in attracting, retaining and encouraging employees, consultants
and directors due to the opportunity offered to them to acquire a proprietary
interest in the Corporation.

Section 2.02 ADMINISTRATION OF THE RESTRICTED SHARE PLAN: The Restricted Share
Plan shall be administered by the Committee and the Committee shall have full
authority to administer the Restricted Share Plan including the authority to
interpret and construe any provision of the Restricted Share Plan and to adopt,
amend and rescind such rules and regulations for administering the Restricted
Share Plan as the Committee may deem necessary in order to comply with the
requirements of the Restricted Share 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 Restricted Share 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
Restricted Share Plan and of the rules and regulations established for
administering the Restricted Share Plan. All costs incurred in connection with
the Restricted Share 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 Participant in the Restricted Share
                Plan;

        (b)     the number of Restricted Share Rights granted to each
                Participant under the Restricted Share Plan; and

<PAGE>


                                      -6-

         (c)      the number of Restricted Shares issued to each Participant
                  under the Restricted Share Plan.

Section 2.05 DETERMINATION OF PARTICIPANTS AND PARTICIPATION: The Committee
shall from time to time determine the Participants who may participate in the
Restricted Share Plan. The Committee shall from time to time determine the
Participants to whom Restricted Share Rights shall be granted 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 Restricted Share 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 Restricted Share Plan is 4,000,000 which shall be allocated as
follows:

        (a)     Restricted Share Plan: The maximum number of Common Shares made
                available for the Restricted Share Plan shall be determined from
                time to time by the Committee, but in any case, shall not exceed
                4,000,000 Common Shares in the aggregate.

        (b)     The number of Common Shares issuable, at any time pursuant to
                Restricted Share Rights and 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 Restricted Share Rights
                and 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 Restricted Share Rights, 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 Restricted
                Share Rights 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 Restricted Share
                Right.

                                  ARTICLE THREE

                              RESTRICTED SHARE PLAN

Section 3.01 RESTRICTED SHARE PLAN: A Restricted Share Plan is hereby
established for Eligible Employees and Eligible Contractors.

Section 3.02 PARTICIPANTS: The Committee shall have the right to grant, in its
sole and absolute discretion, to any Participant rights to acquire any number of
fully paid and non-assessable Common Shares ("Restricted Share Rights") as a
discretionary payment in consideration of past


<PAGE>


                                      -7-

services to the Corporation, subject to this Restricted Share Plan and with such
provisions and restrictions as the Committee may determine. Each Restricted
Share Right is exercisable for one Common Share of the Corporation, without
payment of additional consideration, at the end of the Restricted Period or, if
applicable, at a later Deferred Payment Date, if any, without any further action
on the part of the holder of the Restricted Share Right in accordance with this
Article Three.

Section 3.03 RESTRICTED SHARE RIGHT AGREEMENT: Each grant of a Restricted Share
Right under the Restricted Share Plan shall be evidenced by a Restricted Share
Right Agreement between the Participant and the Corporation. Such Restricted
Share Right shall be subject to all applicable terms and conditions of the
Restricted Share Plan and may be subject to any other terms and conditions which
are not inconsistent with the Restricted Share Plan and which the Committee
deems appropriate for inclusion in a Restricted Share Agreement. The provisions
of the various Restricted Share Agreements entered into under the Restricted
Share Plan need not be identical.

Section 3.04 RESTRICTED PERIOD: Upon the grant of Restricted Share Rights to a
Participant, the Committee shall determine the Restricted Period applicable to
such Restricted Share Rights.

Section 3.05 DEFERRED PAYMENT DATE: If you are a Canadian Resident you may elect
to defer the receipt of all or any part of their entitlement to Restricted
Shares until a Deferred Payment Date.

Section 3.06 PRIOR NOTICE OF DEFERRED PAYMENT DATE: Canadian Residents who elect
to set a Deferred Payment Date must give the Corporation written notice of one
or more Deferred Payment Dates not later than sixty (60) days prior to the
expiration of the Restricted Period. Participants may change a Deferred Payment
Date by providing written notice to the Corporation not later than sixty (60)
days prior to the Deferred Payment Date.

Section 3.07 RETIREMENT OR TERMINATION DURING RESTRICTED PERIOD: In the event of
the Retirement or Termination of a Participant during the Restricted Period, any
Restricted Share Rights held by the Participant shall immediately terminate and
be of no further force or effect, provided that the Committee has the absolute
discretion to waive such termination.

Section 3.08 RETIREMENT OR TERMINATION AFTER RESTRICTED PERIOD: In the event of
the Retirement or Termination of the Participant following the Restricted Period
and prior to the Deferred Payment Date, the Corporation shall issue forthwith
Restricted Shares issuable upon the exercise of Restricted Share Rights held by
the Participant.

Section 3.09 PAYMENT OF DIVIDENDS: Subject to the absolute discretion of the
Committee, the Committee may determine to pay Participants cash equal to any
cash dividends declared on Common Shares that would be payable on Restricted
Shares issuable upon the exercise of Restricted Share Rights for which the
Restricted Period has not expired in the manner and at the time such dividends
are ordinarily paid to holders of Common Shares. The Corporation shall pay
Participants cash equal to any cash dividends declared and paid on Common Shares
that would be payable on Restricted Shares issuable upon the exercise of
Restricted Share Rights for which


<PAGE>


                                      -8-

the Restricted Period has expired and the Deferred Payment Date has not occurred
in the manner and at the time such dividends are ordinarily paid to holders of
Common Shares. Section 3.10 DEATH OR DISABILITY OF PARTICIPANT: In the event of
the death or total disability of a Participant, any Restricted Shares
represented by Restricted Share Rights held by the Participant shall be
immediately issuable by the Corporation.

Section 3.11 CHANGE OF CONTROL: In the event of a Change of Control, all
Restricted Share Rights outstanding shall be immediately exercised for
Restricted Shares notwithstanding the Restricted Period and any applicable
Deferred Payment Date.

Section 3.12 NECESSARY APPROVALS: The Restricted Share Plan shall be subject to
the approval of the shareholders of the Corporation to be given by a resolution
passed at a meeting of the shareholders of the Corporation or by a written
resolution of all of the shareholders of the Corporation in accordance with the
Act and acceptance by the Stock Exchanges or any regulatory authority having
jurisdiction over the securities of the Corporation. The Committee may grant
Restricted Share Rights prior to such approval and acceptance provided that any
such Restricted Share Rights shall be null and void unless such approval and
acceptance is given. In the event that such approval and acceptance has not been
obtained on or before July 15, 2001, the Restricted Share Plan and any
Restricted Share Rights outstanding shall be terminated and be of no further
force or effect.

Section 3.13 TERM OF THE RESTRICTED SHARE PLAN: The Restricted Share Plan, as
set forth herein, shall become effective as of July 28, 2000. The Restricted
Share Plan shall remain in effect until it is terminated by the Board of
Directors.

                                  ARTICLE FOUR

                      WITHHOLDING TAXES AND SECURITIES LAWS
                         OF THE UNITED STATES OF AMERICA

Section 4.01 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 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 under the Restricted Share Plan, 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.


<PAGE>


                                      -9-

                                  ARTICLE FIVE

                                     GENERAL

Section 5.01 EFFECTIVE TIME OF RESTRICTED SHARE PLAN: The Restricted Share Plan
shall become effective upon a date to be determined by the board of directors.

Section 5.02 AMENDMENT OF RESTRICTED SHARE PLAN: The Committee may from time to
time in the absolute discretion of the Committee amend, modify and change the
provisions of the Restricted Share Plan, provided that any amendment,
modification or change to the provisions of the Restricted Share Plan which
would:

        (a)     materially increase the benefits under the Restricted Share
                Plan;

        (b)     increase the number of Common Shares, other than by virtue of
                Sections 5.06, 5.07 and 5.08 of the Restricted Share Plan, which
                may be issued pursuant to the Restricted Share Plan; or

        (c)     materially modify the requirements as to eligibility for
                participation in the Restricted Share 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 Restricted Share Plan shall be subject to approval, if
required, by any regulatory authority having jurisdiction over the securities of
the Corporation.

Section 5.03 NON-ASSIGNABLE: Except as otherwise may be expressly provided for
under this Restricted Share Plan or pursuant to a will or by the laws of descent
and distribution, no Restricted Share Right and no other right or interest of a
Participant is assignable or transferable.

Section 5.04 RIGHTS AS A SHAREHOLDER: No holder of any Restricted Share Rights
shall have any rights as a shareholder of the Corporation prior to the end of
the applicable Restricted Period. Subject to Section 5.09, no holder of any
Restricted Share Rights shall be entitled to receive, and no adjustment shall be
made for, any dividends, distributions or any other rights declared for
shareholders of the Corporation for which the record date is prior to the date
of exercise of any Restricted Share Right.

Section 5.05 NO CONTRACT OF EMPLOYMENT: Nothing contained in the Restricted
Share 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 the Restricted Share Plan by a Participant shall be voluntary.

<PAGE>


                                      -10-

Section 5.06 CHANGE OF CONTROL: In the event of a Change of Control, each
Participant who holds Restricted Share Rights shall receive the securities,
property or cash which the Participant would have received upon such Change of
Control if the Participant had held the Restricted Shares issuable upon exercise
of such Restricted Share Rights immediately prior to such Change of Control.

Section 5.07 ADJUSTMENT IN NUMBER OF SHARES SUBJECT TO THE RESTRICTED SHARE
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 Restricted Share
                Plan; and

        (b)     the number of Common Shares subject to any Restricted Share
                Rights.

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 Restricted Share Plan.

Section 5.08 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 holders of Restricted Share Rights
requiring them to surrender their Restricted Share Rights within 10 days of the
mailing of such notice, and the holders of Restricted Share Rights shall be
deemed to have surrendered such Restricted Share Rights 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 restricted share rights
                to the holders of Restricted Share Rights 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 Restricted Share Rights being surrendered; and

        (c)     the surrender of Restricted Share Rights and the granting of
                replacement restricted share rights can be effected on a tax
                deferred basis under the INCOME TAX ACT (Canada).

Section 5.09 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 Restricted Share Plan.

<PAGE>


                                      -11-


Section 5.10 COMPLIANCE WITH APPLICABLE LAW: If any provision of the Restricted
Share Plan or any Restricted Share Right 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 5.11 INTERPRETATION: This Restricted Share Plan shall be governed by and
construed in accordance with the laws of the Province of Ontario.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex99-3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
<PAGE>

                                RIGHTS AGREEMENT

                                 MARCH 29, 2006

                               AMENDED MAY 4, 2006

                                     BETWEEN



                            KINROSS GOLD CORPORATION

                                       AND

                      COMPUTERSHARE INVESTOR SERVICES INC.

                                 AS RIGHTS AGENT



<PAGE>


                                RIGHTS AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----


<S>                                                                                                             <C>
ARTICLE I INTERPRETATION..........................................................................................2

1.1        CERTAIN DEFINITIONS....................................................................................2
1.2        HOLDER................................................................................................15
1.3        ACTING JOINTLY OR IN CONCERT..........................................................................15
1.4        APPLICATION OF STATUTES, REGULATIONS AND RULES........................................................15
1.5        CURRENCY..............................................................................................15
1.6        HEADINGS AND REFERENCES...............................................................................15
1.7        SINGULAR, PLURAL, ETC.................................................................................15
1.8        GENERALLY ACCEPTED ACCOUNTING PRINCIPLES..............................................................15

ARTICLE II THE RIGHTS............................................................................................16

2.1        LEGEND ON COMMON SHARE CERTIFICATES...................................................................16
2.2        INITIAL EXERCISE PRICE:  EXERCISE OF RIGHTS:  DETACHMENT OF RIGHTS....................................17
2.3        ADJUSTMENTS TO EXERCISE PRICE, NUMBER OF RIGHTS.......................................................19
2.4        DATE ON WHICH EXERCISE IS EFFECTIVE...................................................................25
2.5        EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES.................................25
2.6        REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...................................................26
2.7        MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES.............................................27
2.8        PERSONS DEEMED OWNERS.................................................................................27
2.9        DELIVERY AND CANCELLATION OF CERTIFICATES.............................................................27
2.10       AGREEMENT OF RIGHTS HOLDERS...........................................................................28

ARTICLE III ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS.......................................29

3.1        FLIP-IN EVENT.........................................................................................29

ARTICLE IV THE RIGHTS AGENT......................................................................................30

4.1        GENERAL...............................................................................................30
4.2        MERGER OR AMALGAMATION OR CHANGE OF NAME OF RIGHTS AGENT..............................................31
4.3        DUTIES OF RIGHTS AGENT................................................................................31
4.4        CHANGE OF RIGHTS AGENT................................................................................33

ARTICLE V MISCELLANEOUS..........................................................................................34

5.1        REDEMPTION AND WAIVER.................................................................................34
5.2        EXPIRATION............................................................................................36
5.3        ISSUANCE OF NEW RIGHTS CERTIFICATES...................................................................36
5.4        SUPPLEMENTS AND AMENDMENTS............................................................................36
</TABLE>

<PAGE>
                                      -2-

<TABLE>
<S>                                                                                                             <C>
5.5        FRACTIONAL RIGHTS AND FRACTIONAL COMMON SHARES........................................................38
5.6        RIGHTS OF ACTION......................................................................................38
5.7        HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER.............................................................39
5.8        NOTICE OF PROPOSED ACTIONS............................................................................39
5.9        NOTICES...............................................................................................39
5.10       COSTS OF ENFORCEMENT..................................................................................40
5.11       SUCCESSORS............................................................................................41
5.12       BENEFITS OF THIS AGREEMENT............................................................................41
5.13       GOVERNING LAW.........................................................................................41
5.14       COUNTERPARTS..........................................................................................41
5.15       SEVERABILITY..........................................................................................41
5.16       DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS..................................................41
5.17       EFFECTIVE DATE........................................................................................41
5.18       APPROVAL OF HOLDERS OF RIGHTS.........................................................................42
5.19       DECLARATION AS TO NON-CANADIAN AND NON-UNITED STATES HOLDERS..........................................42
5.20       REGULATORY APPROVALS..................................................................................43


Exhibit "A"       Form of Rights Certificate
</TABLE>

<PAGE>

                            AMENDED RIGHTS AGREEMENT


        THIS AGREEMENT is made as of May 4, 2006.

B E T W E E N:

                KINROSS GOLD CORPORATION, a corporation incorporated under the
                BUSINESS CORPORATIONS ACT (Ontario)

                (the "Corporation"),


                - and -

                COMPUTERSHARE INVESTOR SERVICES INC., a company incorporated
                under the laws of Canada, as rights agent

                ("Rights Agent")



        WHEREAS the board of directors of the Corporation have determined that
it is advisable and in the best interests of the Corporation to adopt a
shareholder rights plan (the "Rights Plan");

        AND WHEREAS in implementation of the Rights Plan, the board of directors
of the Corporation: (a) authorized and declared a distribution of one right
("Right") in respect of each Common Share (as hereinafter defined) outstanding
as of 5:30 p.m. (Toronto Time) on March 29, 2006 (the "Record Time") to each
holder of record of Common Shares at the Record Time; and (b) authorized the
issuance of one Right (subject to adjustment as hereinafter provided) in respect
of each Common Share issued after the Record Time and prior to the earlier of
the Separation Time and the Expiration Time (each as hereinafter defined);

        AND WHEREAS, each Right entitles the holder thereof, after the
Separation Time, to purchase securities of the Corporation pursuant to the terms
and subject to the conditions set forth herein;

        AND WHEREAS, the Rights Agent has agreed with the Corporation to act on
behalf of the Corporation in connection with the issuance, transfer, exchange
and replacement of Rights Certificates (as hereinafter defined), the exercise of
Rights and other matters referred to herein;

        NOW, THEREFORE, in consideration of the premises and respective
agreements set forth herein, the parties hereby agree as follows:


<PAGE>

                                      -2-

                                    ARTICLE I

                                 INTERPRETATION

1.1     CERTAIN DEFINITIONS

        In this Agreement, unless the context otherwise requires:

        "ACQUIRING PERSON" means any Person who is the Beneficial Owner of 20%
        or more of the outstanding Voting Shares; PROVIDED, HOWEVER, that the
        term "Acquiring Person" shall not include:

        (i)     the Corporation or any Subsidiary of the Corporation, or

        (ii)    an underwriter or member of a banking or selling group that
                acquires Voting Shares from the Corporation in connection with a
                distribution by the Corporation to the public of securities, or

        (iii)   any Person who becomes the Beneficial Owner of 20% or more of
                the outstanding Voting Shares solely as a result of one or any
                combination of:

                (A)     a Voting Share Reduction;

                (B)     a Permitted Bid Acquisition;

                (C)     an Exempt Acquisition;

                (D)     a Pro-Rata Acquisition; or

                (E)     a Convertible Security Acquisition,

                in each such case, until such time thereafter as such Person
                shall become the Beneficial Owner (otherwise than pursuant to
                any one or more of a Voting Share Reduction, a Permitted Bid
                Acquisition, an Exempt Acquisition, a Pro-Rata Acquisition, or a
                Convertible Security Acquisition) of additional Voting Shares
                constituting more than 1% of the Voting Shares then outstanding,
                in which event such Person shall become an Acquiring Person as
                of the date and time of acquisition of such additional Voting
                Shares; or

        (iv)    for a period of 10 days after the Disqualification Date (as
                hereinafter defined), any Person who becomes the Beneficial
                Owner of 20% or more of the outstanding Voting Shares as a
                result of such Person becoming disqualified from relying on
                clause (iii) C of the definition of Beneficial Owner. In this
                definition, "DISQUALIFICATION DATE" means the first date of
                public announcement of facts indicating that such Person has or
                is making or has announced an intention to make a Take-over Bid
                alone or by acting jointly or in concert with any other Person;
                or


<PAGE>

                                      -3-

        (v)     any Person (a "GRANDFATHERED PERSON") who is the Beneficial
                Owner of 20% or more of the Voting Shares determined as at the
                Record time, provided, however, that this exception shall not,
                and shall cease to, apply if, after the Record Time the
                Grandfathered Person: (A) ceases to own 20% or more of the
                outstanding Voting Shares; or (B) becomes the Beneficial Owner
                of more than 1% of the number of outstanding Voting Shares then
                outstanding in addition to those Voting Shares such Person
                already holds other than pursuant to a Voting Share Reduction, a
                Permitted Bid Acquisition, an Exempt Acquisition, a Pro Rata
                Acquisition, or a Convertible Security Acquisition or any
                combination thereof.

        "AFFILIATE", when used to indicate a relationship with a specified
        Person, means a Person that directly, or indirectly through one or more
        intermediaries, controls, or is controlled by, or is under common
        control with, such specified Person and a body corporate shall be deemed
        to be an Affiliate of another body corporate if one of them is the
        Subsidiary of the other or if both are Subsidiaries of the same body
        corporate or if each of them is controlled by the same Person.

        "ASSOCIATE", when used to indicate a relationship with a specified
        Person, means (i) a spouse of such specified Person, (ii) any Person of
        either sex with whom such specified Person is living in a conjugal
        relationship outside marriage, or (iii) any relative of such specified
        Person or of a Person mentioned in clauses (i) or (ii) of this
        definition if that relative has the same residence as the specified
        Person.

        A Person shall be deemed the "BENEFICIAL OWNER" and to have "BENEFICIAL
        OWNERSHIP" of and to "BENEFICIALLY OWN":

        (i)     any securities of which such Person or any of such Person's
                Affiliates or Associates is the owner at law or in equity;

        (ii)    any securities of which such Person or any of such Person's
                Affiliates or Associates has the right to become the owner at
                law or in equity within 60 days (where such right is exercisable
                immediately or within a period of 60 days, whether or not upon
                the condition or occurrence of any contingency or the making of
                one or more payments) upon the exercise of any conversion right,
                exchange right, share purchase right (other than the Rights) or
                pursuant to any agreement, arrangement, pledge or understanding,
                whether or not in writing, other than:

                (A)     customary agreements with and between underwriters and
                        banking group or selling group members with respect to a
                        distribution of securities; and

                (B)     pledges of securities in the ordinary course of the
                        pledgee's business; and

        (iii)   any securities that are Beneficially Owned within the meaning of
                clauses (i) or (ii) of this definition by any other Person with
                which such Person is acting jointly or in concert, provided that
                a Person shall not be deemed the "BENEFICIAL OWNER" of, or to
                have "BENEFICIAL OWNERSHIP" of, or to "BENEFICIALLY OWN", any
                security because:


<PAGE>

                                      -4-

                (A)     the holder of such security has agreed to deposit or
                        tender such security to a Take-over Bid made by such
                        Person or any of such Person's Affiliates or Associates
                        or any other Person referred to in clause (iii) of this
                        definition pursuant to a Permitted Lock-up Agreement; or

                (B)     such security has been deposited or tendered pursuant to
                        a Take-over Bid made by such Person or any of such
                        Person's Affiliates or Associates or made by any other
                        Person acting jointly or in concert with such Person
                        until such deposited or tendered security has been taken
                        up or paid for, whichever shall first occur;

                (C)     such Person, any Affiliate or Associate of such Person
                        or any other Person acting jointly or in concert with
                        such Person holds such security; provided that:

                (i)     the ordinary business of such Person (the "PORTFOLIO
                        MANAGER") includes the management or administration of
                        investment funds or mutual funds for other Persons and
                        such security is held by the Portfolio Manager in the
                        ordinary course of such business in the performance of
                        the Portfolio Manager's duties for the account of any
                        other Person (a "CLIENT") including non-discretionary
                        accounts held on behalf of a Client by a broker or
                        dealer or broker-dealer registered under applicable law;

                (ii)    such Person (the "TRUST COMPANY") is licensed to carry
                        on the business of a trust company under applicable law
                        and, as such, acts as trustee or administrator or in a
                        similar capacity in relation to the estates of deceased
                        or incompetent Persons (each, an "ESTATE ACCOUNT") or in
                        relation to other accounts (each, an "OTHER ACCOUNT")
                        and holds such security in the ordinary course of and
                        for the purposes of the activities of such Estate
                        Accounts or for such Other Accounts;

                (iii)   such Person (the "CROWN AGENT") is established by
                        statute for purposes that include, and the ordinary
                        business or activity of such Person includes, the
                        management of investment funds for employee benefit
                        plans, pension plans, insurance plans, or various public
                        bodies and the Crown Agent holds such security in the
                        ordinary course of and for the purposes of its
                        activities as such; or

                (iv)    such Person (the "PLAN ADMINISTRATOR") is the
                        administrator or the trustee of one or more pension
                        funds or plans registered under the laws of Canada or
                        the United States of America or any province or state
                        thereof (each, a "Plan") or is a Plan and such security
                        is Beneficially Owned or held by the Person in the
                        ordinary course of and for the purposes of its
                        activities as such;

                provided, however, that in any of the foregoing cases, the
                Portfolio Manager, the Trust Company, the Crown Agent, the Plan
                Administrator or the Plan, as the case

<PAGE>

                                      -5-

                may be, is not then making or has not then announced an
                intention to make a Take-over Bid, alone or by acting jointly or
                in concert with any other Person, other than an Offer to Acquire
                Voting Shares or other securities pursuant to a distribution by
                the Corporation, a Permitted Bid or by means of ordinary market
                transactions (including pre-arranged trades entered into in the
                ordinary course of business of such Person) executed through the
                facilities of a stock exchange or organized over-the-counter
                market in respect of securities of the Corporation;

                (D)     such Person is a Client of the same Portfolio Manager as
                        another Person on whose account the Portfolio Manager
                        holds such security, or because such Person is an Estate
                        Account or an Other Account of the same Trust Company as
                        another Person on whose account the Trust Company holds
                        such security or because such Person is a Plan with the
                        same Plan Administrator as another Plan on whose account
                        the Plan Administrator holds such security;

                (E)     such Person is a Client of a Portfolio Manager and such
                        security is owned at law or in equity by the Portfolio
                        Manager or because such Person is an Estate Account or
                        an Other Account of a Trust Company and such security is
                        owned at law or in equity by the Trust Company or such
                        Person is a Plan and such security is owned at law or in
                        equity by the Plan Administrator of such Plan; or

                (F)     such Person is the registered holder of securities as a
                        result of carrying on the business, or acting as a
                        nominee, of a securities depositary.

        For purposes of this Agreement, the percentage of Voting Shares
        Beneficially Owned by any Person at any time shall be and be deemed to
        be the product determined by the formula:

                                                     100    x   A
                                                                -
                                                                B

         where:   A   =      the  number  of  votes  for  the  election  of all
                             directors  generally  attached  to the  Voting
                             Shares Beneficially Owned by such Person at such
                             time; and

                  B   =      the number of votes for the election of all
                             directors  generally  attaching to all Voting
                             Shares  actually outstanding.

        Where any Person is deemed to Beneficially Own unissued Voting Shares,
        such Voting Shares shall be deemed to be outstanding for the purpose of
        calculating the percentage of Voting Shares Beneficially Owned by such
        Person, but unissued Voting Shares which another Person may be deemed to
        Beneficially Own shall not be included in the denominator of the above
        formula.

        "BOARD OF DIRECTORS" means the board of directors for the time being of
        the Corporation.

<PAGE>
                                      -6-

        "BUSINESS DAY" means any day other than a Saturday, Sunday or, unless
        otherwise specified, a day on which Canadian chartered banks in Toronto,
        Ontario, (or after the Separation Time, the principal office of the
        Rights Agent in Toronto, Ontario) are generally authorized or obligated
        by law to close.

        "CANADIAN-U.S. EXCHANGE RATE" means, on any date, the inverse of the
        U.S.-Canadian Exchange Rate.

        "CANADIAN DOLLAR EQUIVALENT" of any amount which is expressed in United
        States dollars means, on any date, the Canadian dollar equivalent of
        such amount determined by reference to the Canadian-U.S. Exchange Rate
        on such date. "CLOSE OF BUSINESS" on any given date means 5:00 p.m.
        (Toronto time, unless otherwise specified), on such date PROVIDED,
        HOWEVER, that if such date is not a Business Day, "CLOSE OF BUSINESS" on
        such date shall mean 5:00 p.m., (Toronto time, unless otherwise
        specified), on the next succeeding Business Day.

        "COMMON SHARES" means the common shares which the Corporation is
        authorized to issue, as such shares may be subdivided, consolidated,
        reclassified or otherwise changed from time to time, and "common shares"
        when used with reference to any Person other than the Corporation means
        the class or classes of shares (or similar equity interests) with the
        greatest per share voting power entitled to vote generally in the
        election of all directors of such other Person or the equity securities
        or other equity interest having power (whether or not exercised) to
        control or direct the management of such other Person or, if such other
        Person is a Subsidiary of another Person, of the Person or Persons
        (other than an individual) which ultimately control such first mentioned
        other Person.

        "COMPETING PERMITTED BID" means a Take-over Bid that:

        (i)     is made after a Permitted Bid or Competing Permitted Bid has
                been made and prior to the expiry of that Permitted Bid or
                Competing Permitted Bid (in this definition, the "Prior Bid");

        (ii)    satisfies all components of the definition of a Permitted Bid
                other than the requirements set out in clauses (ii)(A), (B), and
                (D) of that definition; and

        (iii)   contains, and the taking up and payment for securities tendered
                or deposited thereunder are subject to, irrevocable and
                unqualified conditions that:

                (A)     no Common Shares shall be taken up or paid for pursuant
                        to the Take-over Bid (x) prior to the Close of Business
                        on a date that is not earlier than the later of 35 days
                        after the date of such Take-over Bid and the earliest
                        date on which Common Shares may be taken up or paid for
                        under any Prior Bid in existence at the date of such
                        Take-over Bid, and (y) then only if, at the time that
                        such Common Shares are first taken up or paid for, more
                        than 50% of the then outstanding Common Shares held by
                        Independent Shareholders have been deposited or tendered
                        pursuant to the Take-over Bid and not withdrawn;


<PAGE>

                                      -7-

                (B)     Common Shares may be deposited pursuant to such
                        Take-over Bid, unless the Take-over Bid is withdrawn, at
                        any time prior to the Close of Business on the date that
                        the Prior Bid described in clause (A) above expires; and

                (C)     in the event that the requirement set forth in subclause
                        (iii)(A)(y) of this definition is satisfied, the Offeror
                        will make a public announcement of that fact and the
                        Take-over Bid will remain open for deposits and tenders
                        of Common Shares for not less than 10 days from the date
                        of such public announcement.

                provided always that a Competing Permitted Bid will cease to be
                a Competing Permitted Bid at any time when such bid ceases to
                meet any of the provisions of this definition and provided that,
                at such time, any acquisition of Voting Shares made pursuant to
                such Competing Permitted Bid, including any acquisition of
                Voting Shares theretofore made, will cease to be a Permitted Bid
                Acquisition.

        "CONTROLLED": a Person shall be deemed to be "controlled" by another
        Person or two or more Persons if:

        (i)     securities entitled to vote in the election of directors
                (including, for Persons other than corporations, the
                administrators, managers, trustees or other persons performing
                similar functions in respect of any such Person) carrying more
                than 50% of the votes for the election of directors are held,
                directly or indirectly, by or for the benefit of the other
                Person or Persons; and

        (ii)    the votes carried by such securities are entitled, if exercised,
                to elect, appoint or designate a majority of the board of
                directors of such corporation or other Person;

        and "CONTROLS", "CONTROLLING" and "UNDER COMMON CONTROL WITH" shall be
        interpreted accordingly.

        "CONVERTIBLE SECURITIES" means at any time any securities issued by the
        Corporation from time to time (other than the Rights) carrying any
        exercise, conversion, or exchange right pursuant to which the holder
        thereof may acquire Voting Shares or other securities which are
        convertible into or exercisable or exchangeable for Voting Shares.

        "CONVERTIBLE SECURITY ACQUISITION" means the acquisition of Voting
        Shares upon the exercise of Convertible Securities received by a Person
        pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a
        Pro-Rata Acquisition.

        "EXEMPT ACQUISITION" means a Share acquisition: (i) in respect of which
        the Board of Directors has waived the application of Section 3.1
        pursuant to the provisions of subsections 5.1(b), (c) or (d) hereof;
        (ii) pursuant to a regular dividend reinvestment or other plan of the
        Corporation made available by it to all holders of Voting Shares of a
        class or series or Voting Shares where such plan permits the holder to
        direct that dividends paid in respect of such Voting Shares be applied
        to the purchase from the Corporation of' further securities of the
        Corporation; or (iii) pursuant to a distribution of Voting Shares, or
        securities convertible into or exchangeable for Voting Shares made by

<PAGE>

                                      -8-

        the Corporation pursuant to a prospectus or a securities exchange
        take-over bid, by way of a private placement, provided that the Person
        does not acquire a greater percentage of the securities offered in the
        distribution than the percentage of Voting Shares Beneficially Owned by
        that Person immediately prior to the distribution, or pursuant to an
        amalgamation, merger or other statutory procedure requiring shareholder
        approval.

        "EXERCISE PRICE" means, as of any date, the price at which a holder may
        purchase the securities issuable upon exercise of one whole Right. Until
        adjustment thereof in accordance with the terms hereof, the Exercise
        Price shall equal $90.

        "EXPIRATION TIME" means the earliest of: (i) the Termination Time; (ii)
        March 29, 2009; and (iii) the Close of Business on the date this
        Agreement becomes void pursuant to the provisions of Section 5.17
        hereof.

        "FIDUCIARY" means, when acting in that capacity, a trust company
        registered under the trust company legislation of Canada or any province
        thereof, a trust company organized under the laws of any state of the
        United States, a portfolio manager registered under the securities
        legislation of one or more provinces of Canada or an investment adviser
        registered under the United States INVESTMENT ADVISERS ACT OF 1940, as
        amended, or any other securities legislation of the United States or any
        state of the United States.

        "FLIP-IN EVENT" means a transaction or event that results in a Person
        becoming an Acquiring Person.

        "INDEPENDENT SHAREHOLDERS" means all holders of Common Shares other than
        (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or
        Associate of any Acquiring Person or Offeror, (iv) any Person acting
        jointly or in concert with any Person referred to in clauses (i), (ii)
        or (iii) above, and (v) any employee benefit plan, deferred profit
        sharing plan, stock participation plan or trust for the benefit of
        employees of the Corporation or a wholly-owned Subsidiary of the
        Corporation, unless the beneficiaries of such plan or trust direct the
        manner in which such Common Shares are to be voted or direct whether the
        Common Shares are to be tendered to a Take-over Bid.

        "MARKET PRICE" per security of any securities on any date means the
        average of the daily closing prices per security of such securities
        (determined as described below) on each of the 20 consecutive Trading
        Days through and including the Trading Day immediately preceding such
        date; PROVIDED, HOWEVER, that if an event of a type analogous to any of
        the events described in Section 2.3 hereof shall have caused the closing
        prices used to determine the Market Price on any Trading Days not to be
        fully comparable with the closing price on such date (or, if such date
        is not a Trading Day, on the immediately preceding Trading Day), each
        such closing price so used shall be appropriately adjusted in a manner
        analogous to the applicable adjustment provided for in Section 2.3
        hereof in order to make it fully comparable with the closing price on
        such date (or, if such date is not a Trading Day, on the immediately
        preceding Trading Day). The closing price per security of any securities
        on any date shall he:


<PAGE>

                                      -9-

        (i)     the closing board lot sale price on such date or, if such price
                is not available, the average of the closing bid and asked
                prices per security, as reported by the principal Canadian stock
                exchange on which such securities are listed or admitted to
                trading, or if for any reason neither of such prices is
                available on such day or the securities are not listed or
                admitted to trading on a Canadian stock exchange, the closing
                board lot sale price or, if such price is not available, the
                average of the closing bid and asked prices, for such securities
                as reported by such other securities exchange on which such
                securities are listed or admitted for trading;

        (ii)    if, for any reason, none of such prices is available on such
                date or the securities are not listed or admitted to trading on
                a Canadian stock exchange or other securities exchange, the last
                sale price, or in case no sale takes place on such date, the
                average of the high bid and low asked prices for such securities
                in the over-the-counter market, as quoted by any reporting
                system then in use (as selected by the Board of Directors); or

        (iii)   if the securities are not listed or admitted to trading as
                contemplated in clauses (i) or (ii) above, the average of the
                closing bid and asked prices as furnished by a professional
                market maker making a market in the securities selected by the
                Board of Directors;

        PROVIDED, HOWEVER, that if on any such date the closing price per
        security cannot be determined in accordance with the foregoing, the
        closing price per security of such securities on such date shall mean
        the fair value per security of such securities on such date as
        determined by the Board of Directors, after consultation with an
        internationally recognized investment banking firm as to the fair value
        per security of such securities. The Market Price shall be expressed in
        Canadian dollars and if initially determined in respect of any day
        forming part of the 20 consecutive Trading Day period in question in
        United States dollars, such amount shall be translated into Canadian
        dollars at the Canadian Dollar Equivalent thereof.

        "OFFER TO ACQUIRE" includes:

        (i)     an offer to purchase, or a solicitation of an offer to sell,
                Common Shares or Convertible Securities; and

        (ii)    an acceptance of an offer to sell Common Shares or Convertible
                Securities, whether or not such offer to sell has been
                solicited;

        or any combination thereof, and the Person accepting an offer to sell
        shall be deemed to be making an Offer to Acquire to the Person that made
        the offer to sell.

        "OFFEROR" means a Person who is making or has announced a current
        intention to make a Take-over Bid (including a Permitted Bid or
        Competing Permitted Bid but excluding an ordinary market transaction
        (including a prearranged trade in the ordinary course of business)
        contemplated in clause (iii) C of the definition of Beneficial Owner)
        but only so long as the Take-over Bid so announced or made has not been
        withdrawn or terminated or has not expired.


<PAGE>

                                      -10-

        "PERMITTED BID" means a Take-over Bid which is made by means of a
        Take-over Bid circular and which also complies with the following
        additional provisions:

        (i)     the Take-over Bid is made to all holders of record of Common
                Shares, other than the Offeror;

        (ii)    the Take-over Bid shall contain, and the take-up and payment for
                securities tendered or deposited thereunder shall be subject to,
                irrevocable and unqualified conditions that:

                (A)     no Common Shares shall be taken up or paid for pursuant
                        to the Take-over Bid (x) prior to the Close of Business
                        (Toronto time) on a date which is not earlier than 60
                        days following the date the Take-over Bid circular is
                        sent to shareholders of the Corporation and (y) then
                        only if, at the Close of Business on the date Common
                        Shares are first taken up or paid for under the
                        Take-over Bid, more than 50% of the then outstanding
                        Common Shares held by Independent Shareholders have been
                        deposited or tendered pursuant to the Take-over Bid and
                        not withdrawn;

                (B)     Common Shares may be deposited pursuant to such
                        Take-over Bid, unless such Take-over Bid is withdrawn,
                        at any time prior to the date Common Shares are first
                        taken up or paid for under the Take-over Bid;

                (C)     any Common Shares deposited pursuant to the Take-over
                        Bid may be withdrawn until taken up and paid for; and

                (D)     in the event that the requirement set forth in subclause
                        (A)(y) of this definition is satisfied, the Offeror will
                        make a public announcement of that fact and the
                        Take-over Bid will remain open for deposits and tender
                        of Common Shares for not less than 10 days from the date
                        of such public announcement;

        provided always that a Permitted Bid will cease to be a Permitted Bid at
        any time when such bid ceases to meet any of the provisions of this
        definition and any acquisitions of Common Shares made pursuant to such
        Permitted Bid, including any acquisition of Common Shares theretofore
        made, will cease to be a Permitted Bid Acquisition.

        "PERMITTED BID ACQUISITION" means a Share acquisition made pursuant to a
        Permitted Bid or Competing Permitted Bid.

        "PERMITTED LOCK-UP AGREEMENT" means an agreement between a Person and
        one or more holders of Voting Shares (each, a "LOCKED-UP PERSON") (the
        terms of which are publicly disclosed and a copy of which is made
        available to the public, including the Corporation, not later than the
        date of the Lock-up Bid (as defined below) or, if the Lock-up Bid has
        been made prior to the date on which such agreement is entered into, not
        later than the date of such agreement and if such date is not a Business
        Day, the next Business Day) pursuant to which each such Locked-up Person
        agrees to deposit or tender Voting Shares to a Take-over Bid (the
        "LOCK-UP BID") made or to be made by the Person, any

<PAGE>

                                      -11-

        of such Person's Affiliates or Associates or any other Person acting
        jointly or in concert with such Person, provided that:

        (i)     the agreement permits any Locked-up Person to terminate its
                obligation to deposit or tender to or not to withdraw Voting
                Shares from the Lock-up Bid in order to tender or deposit the
                Voting Shares to another Take-over Bid or support another
                transaction:

                (A)     where the price or value per Common Share offered under
                        such other Take-over Bid or transaction is higher than
                        the price or value per Common Share offered under the
                        Lock-up Bid; or

                (B)     if:

                        (1)     the price or value per Common Share offered
                                under the other Take-over Bid or transaction
                                exceeds by as much as or more than a specified
                                amount (the "Specified Amount") the price or
                                value per Common Share offered under the Lock-up
                                Bid, provided that such Specified Amount is not
                                greater than 7% of the price or value per Common
                                Share offered under the Lock-up Bid; or

                        (2)     the number of Voting Shares to be purchased
                                under the other Take-over Bid or transaction
                                exceeds by as much as or more than a specified
                                number (the "SPECIFIED NUMBER") the number of
                                Voting Shares that the Offeror has offered to
                                purchase under the Lock-up Bid at a price or
                                value per Common Share that is not less than the
                                price or value per Common Share offered under
                                the Lock-up Bid, provided that the Specified
                                Number is not greater than 7% of the number of
                                Voting Shares offered to be purchased under the
                                Lock-up Bid,

                        and, for greater clarity, the agreement may contain a
                        right of first refusal or require a period of delay to
                        give such Person an opportunity to match a higher price
                        in another Take-over Bid or transaction or other similar
                        limitation on a Locked-up Person's right to withdraw
                        Voting Shares from the agreement, so long as the
                        limitation does not preclude the exercise by the
                        Locked-up Person of the right to withdraw Voting Shares
                        during the period of the other Take-over Bid or
                        transaction; and

        (ii)    no "break-up" fees, "top-up" fees, penalties, expenses or other
                amounts that exceed in the aggregate the greater of:

                (A)     the cash equivalent of 2.5% of the price or value of the
                        consideration payable under the Lock-up Bid to a
                        Locked-up Person; and

                (B)     50% of the amount by which the price or value of the
                        consideration payable under another Take-over Bid or
                        transaction to a Locked-up Person

<PAGE>

                                      -12-

                        exceeds the price or value of the consideration that
                        such Locked-up Person would have received under the
                        Lock-up Bid,

                shall be payable by a Locked-up Person pursuant to the agreement
                in the event a Locked-up Person fails to deposit or tender
                Voting Shares to the Lock-up Bid or withdraws Voting Shares in
                order to accept the other Take-over Bid or support another
                transaction.

        "PERSON" includes any individual, firm, partnership, association, trust,
        body corporate, joint venture, syndicate or other form of unincorporated
        organization, government and its agencies and instrumentalities or other
        entity or group (whether or not having legal personality) and any
        successor (by merger, statutory amalgamation or arrangement, or
        otherwise) thereof.

        "PRO-RATA ACQUISITION" means the acquisition of Voting Shares or
        securities convertible into or exchangeable for Voting Shares (i) as a
        result of a stock dividend, stock split or other event pursuant to which
        a Person receives or acquires Voting Shares or securities convertible
        into or exchangeable for Voting Shares on the same pro-rata basis as all
        other holders of Voting Shares of the same class or series, or (ii)
        pursuant to a regular dividend reinvestment plan or other plan of the
        Corporation made available by the Corporation to the holders of Voting
        Shares where such plan permits the holder to direct that the dividends
        paid in respect of such Voting Shares be applied to the purchase from
        the Corporation of further securities of the Corporation, or (iii)
        pursuant to the receipt and/or exercise of rights (other than the
        Rights) issued by the Corporation on a pro-rata basis to all holders of
        a class or series of Voting Shares to subscribe for or purchase Voting
        Shares or securities convertible into or exchangeable for Voting Shares
        provided that the Person does not acquire a greater percentage of the
        securities issuable on exercise of such rights than the percentage of
        Voting Shares Beneficially Owned by that Person immediately prior to the
        commencement of the offering of the rights and that such rights are
        acquired directly from the Corporation and not from any other Person.

        "RECORD TIME" has the meaning ascribed to that term in the second
        recital hereto.

        "REDEMPTION PRICE" has the meaning ascribed to that term in subsection
        5.1(a) hereof.

        "REGULAR PERIODIC CASH DIVIDENDS" means cash dividends paid at regular
        intervals in any fiscal year of the Corporation to the extent that such
        cash dividends do not exceed, in the aggregate, the greatest of:

        (i)     200% of the aggregate amount of cash dividends declared payable
                by the Corporation on its Common Shares in its immediately
                preceding fiscal year;

        (ii)    300% of the arithmetic mean of the aggregate amounts of cash
                dividends declared payable by the Corporation on its Common
                Shares in its three immediately preceding fiscal years; and

        (iii)   100% of the aggregate consolidated net income of the
                Corporation, before extraordinary items, for its immediately
                preceding fiscal year.


<PAGE>

                                      -13-

        "RIGHTS" means the herein described rights to purchaser securities
        pursuant to the terms and subject to the conditions set forth herein;

        "RIGHTS AGENT" means Computershare Investor Services Inc., a company
        incorporated under the laws of Canada, and any successor Rights Agent
        appointed pursuant to the provisions hereof.

        "RIGHTS CERTIFICATE" has the meaning ascribed to that term in subsection
        2.2(c) hereof.

        RIGHTS REGISTER" and "RIGHTS REGISTRAR" shall have the respective
        meanings ascribed thereto in subsection 2.6(a) hereof.

        "SECURITIES ACT (ONTARIO)" means the SECURITIES ACT, R.S.O. 1990, c.S.5,
        as amended, and the regulations thereunder, unless otherwise specified,
        as the same exist on the date hereof.

        "SEPARATION TIME" means the Close of Business (Toronto time) on the
        tenth Business Day after the earliest of:

        (i)     the Stock Acquisition Date;

        (ii)    the date of the commencement of, or first public announcement of
                the intent of any Person (other than the Corporation or any
                Subsidiary of the Corporation) to commence, a Take-over Bid
                (other than a Permitted Bid or a Competing Permitted Bid, as the
                case may be); and

        (iii)   the date upon which a Permitted Bid or Competing Permitted Bid
                ceases to be such;

        or such later date as may be determined by the Board of Directors in
        good faith, provided that (i) if the foregoing results in a Separation
        Time being prior to the Record Time, the Separation Time shall (subject
        to any determination of the Board of Directors as aforesaid) be the
        Record Time, (ii) if any such Take-over Bid expires, is cancelled, is
        terminated or is otherwise withdrawn prior to the Separation Time
        without securities deposited thereunder being taken up and paid for,
        then such Take-over Bid shall be deemed, for purposes of this definition
        never to have been made, and (iii) if the Board of Directors determines,
        pursuant to Section 5.1, to waive the application of Section 3.1 to a
        Flip-In Event, then the Separation Time in respect of such Flip-In Event
        shall be deemed never to have occurred.

        "SHARES" means the shares in the capital of the Corporation.

        "STOCK ACQUISITION DATE" means the first date of public announcement
        (which, for purposes of this definition, shall include, without
        limitation, a report filed pursuant to Section 101 of the SECURITIES ACT
        (Ontario), as amended from time to time and any provision substituted
        therefor) by the Corporation or an Acquiring Person of facts indicating
        that a Person has become an Acquiring Person.


<PAGE>

                                      -14-

        "SUBSIDIARY":

        A body corporate is a Subsidiary of another body corporate if:

        (i)     it is controlled by (A) that other, or (B) that other and one or
                more bodies corporate, each of which is controlled by that
                other, or (C) two or more bodies corporate, each of which is
                controlled by that other, or

        (ii)    it is a Subsidiary of a body corporate that is that other's
                Subsidiary.

        "TAKE-OVER BID" means an Offer to Acquire Common Shares or Convertible
        Securities (or both), where the securities subject to the Offer to
        Acquire, together with the Common Shares, if any, into which the
        securities subject to the Offer to Acquire are convertible and the
        Voting Shares Beneficially Owned by the Offeror at the date of the Offer
        to Acquire constitute, in the aggregate, 20% or more of the then
        outstanding Voting Shares.

        "TERMINATION TIME" means the time at which the right to exercise Rights
        shall terminate pursuant to Section 5.1 hereof.

        "TRADING DAY", when used with respect to any securities, means a day on
        which the principal securities exchange in Canada on which such
        securities are listed or admitted to trading is open for the transaction
        of business, or if the securities are not listed or admitted to trading
        on any securities exchange in Canada, a Business Day.

        "U.S.-CANADIAN EXCHANGE RATE" means, on any date:

        (i)     if on such date the Bank of Canada sets an average noon spot
                rate of exchange for the conversion of one United States dollar
                into Canadian dollars, such rate; and

        (ii)    in any other case, the rate for such date for the conversion of
                one United States dollar into Canadian dollars calculated in the
                manner which shall be determined by the Board of Directors from
                time to time.

        "U.S. DOLLAR EQUIVALENT" of any amount which is expressed in Canadian
        dollars means, on any date, the United States dollar equivalent of such
        amount determined by reference to the U.S.-Canadian Exchange Rate on
        such date.

        "VOTING SHARE REDUCTION" means an acquisition, redemption or
        cancellation by the Corporation of Voting Shares which by reducing the
        number of Voting Shares outstanding, increases the percentage of Voting
        Shares Beneficially Owned by any Person to 20% or more of the Voting
        Shares then outstanding.

        "VOTING SHARES" means, collectively, the Common Shares and any other
        Shares entitled to vote generally for the election of directors.


<PAGE>

                                      -15-

1.2     HOLDER

        As used in this Agreement, unless the context otherwise requires, the
term "holder" when used with reference to Rights, means the registered holder of
such Rights or, prior to the Separation Time, the associated Common Shares.

1.3     ACTING JOINTLY OR IN CONCERT

        For purposes of this Agreement, it is a question of fact whether a
Person is acting jointly or in concert with another Person but a Person shall be
deemed to be acting jointly or in concert with every other Person who (i) is an
Associate or Affiliate of such first mentioned Person; or (ii) who is a party to
any agreement, commitment or understanding, whether formal or informal, with the
first mentioned Person or any Associate or Affiliate thereof, to acquire Common
Shares.

1.4     APPLICATION OF STATUTES, REGULATIONS AND RULES

        Unless the context otherwise requires, any reference to a specific
section, subsection, clause or rule of any act or regulation shall be deemed to
refer to the same as it may be amended, re-enacted or replaced or, if repealed
and there shall be no replacement therefore, to the same as it is in effect on
the date of this Agreement.

1.5     CURRENCY

        All sums of money which are referred to in this Agreement are expressed
in lawful money of Canada, unless otherwise specified.

1.6     HEADINGS AND REFERENCES

        The headings of the Articles and Sections of this Agreement and the
Table of Contents are inserted for convenience of reference only and shall not
affect the construction or interpretation of this Agreement. All references to
Articles, Sections and Exhibits are to articles and sections of and exhibits to,
and forming part of, this Agreement. The words "hereto", "herein", "hereof",
"hereunder", "this Agreement", "the Rights Agreement" and similar expressions
refer to this Agreement including the Exhibits, as the same may be amended,
modified or supplemented at any time or from time to time.

1.7     SINGULAR, PLURAL, ETC.

        In this Agreement, where the context so admits, words importing the
singular number include the plural and vice versa and words importing gender
include the masculine, feminine and neuter genders.

1.8     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

        Wherever in this Agreement reference is made to generally accepted
accounting principles, such reference shall be deemed to be the recommendations
at the relevant time of the Canadian Institute of Chartered Accountants, or any
successor institute, applicable on a consolidated basis (unless otherwise
specifically provided herein to be applicable on an

<PAGE>

                                      -16-

unconsolidated basis) as at the date on which a calculation is made or required
to be made in accordance with generally accepted accounting principles. Where
the character or amount of any asset or liability or item of revenue or expense
is required to be determined, or any consolidation or other accounting
computation is required to be made for the purpose of this Agreement or any
document, such determination or calculation shall, to the extent applicable and
except as otherwise specified herein or as otherwise agreed in writing by the
parties, be made in accordance with generally accepted accounting principles
applied on a consistent basis.

                                   ARTICLE II

                                   THE RIGHTS

2.1     ISSUANCE AND LEGEND ON COMMON SHARE CERTIFICATES

(a) One right in respect of each Common Share outstanding at the Record Time and
each Common Share that may be issued after the Record Time and prior to the
earlier of the Separation Time and the Expiration Time shall be issued in
accordance with the terms hereof. Notwithstanding the foregoing, one Right in
respect of each Common Share issued after the Record Time upon the exercise of
rights pursuant to Convertible Securities outstanding at the Record Time may be
issued after the Separation Time but prior to the Expiration Time.

(b) Certificates for Common Shares issued after the Record Time hereof but prior
to the Separation Time shall evidence one Right for each Common Share
represented thereby and shall have impressed, printed, or written thereon or
otherwise affixed thereto a legend in substantially the following form:

        "Until the Separation Time (as such term is defined in the Rights
        Agreement referred to below), this certificate also evidences and
        entitles the holder hereof to certain Rights as set forth in a Rights
        Agreement, made as of March 29, 2006, (the "Rights Agreement"), between
        Kinross Gold Corporation (the "Corporation") and Computershare Investor
        Services Inc., as Rights Agent, the terms of which are hereby
        incorporated herein by reference and a copy of which is on file and may
        be inspected during normal business hours at the principal executive
        offices of the Corporation. Under certain circumstances, as set forth in
        the Rights Agreement, such Rights may be amended or redeemed, may
        expire, may become void (if, in certain circumstances, they are
        "Beneficially Owned" by a "Person" who is or becomes an "Acquiring
        Person" or any Person acting jointly or in concert with an Acquiring
        Person or with an "Affiliate" or "Associate" of an "Acquiring Person",
        as such terms are defined in the Rights Agreement, or a transferee
        thereof), or may be evidenced by separate certificates and may no longer
        be evidenced by this certificate. The Corporation will mail or arrange
        for the mailing of a copy of the Rights Agreement to the holder of this
        certificate without charge within five days after the receipt of a
        written request therefor."

        Certificates representing Common Shares that are issued and outstanding
at the Record Time shall evidence one Right for each Common Share evidenced
thereby notwithstanding the

<PAGE>

                                      -17-

absence of a legend in substantially the foregoing form until the earlier of the
Separation Time and the Expiration Time.

2.2     INITIAL EXERCISE PRICE: EXERCISE OF RIGHTS: DETACHMENT OF RIGHTS

        (a) Subject to adjustment as herein set forth, each Right will entitle
the holder thereof, after the Separation Time and prior to the Expiration Time,
to purchase, for the Exercise Price (or its U.S. Dollar Equivalent on the
Business Day immediately preceding the date of exercise of the Right), one
Common Share. Notwithstanding any other provision of this Agreement, any Rights
held by the Corporation or any of its Subsidiaries shall be void.

        (b) Until the Separation Time:

                (i)     the Rights shall not be exercisable and no Right may be
                        exercised; and

                (ii)    for administrative purposes, each Right shall be
                        evidenced by the certificate for the associated Common
                        Share registered in the name of the holder thereof
                        (which certificate shall be deemed to represent a Rights
                        Certificate) and shall be transferable only together
                        with, and shall be transferred by a transfer of, such
                        associated Common Share.

        (c) From and after the Separation Time and prior to the Expiration Time,
the Rights (i) may be exercised and (ii) shall be registered and transferable
independent of Common Shares. Promptly following the Separation Time, the
Corporation shall prepare and the Rights Agent shall mail to each holder of
record of Common Shares as of the Separation Time (other than an Acquiring
Person, any other Person whose Rights are or become void pursuant to the
provisions of subsection 3.1(b) hereof and, in respect of any Rights
Beneficially Owned by such Acquiring Person which are not held of record by such
Acquiring Person, the holder of record of such Rights), at such holder's address
as shown in the records of the Corporation (the Corporation hereby agreeing to
furnish copies of such records to the Rights Agent for this purpose):

                (i)     a certificate (a "Rights Certificate") in substantially
                        the form of Exhibit "A" hereto appropriately completed
                        and registered in such holder's name, representing the
                        number of Rights held by such holder at the Separation
                        Time and having such marks of identification or
                        designation and such legends, summaries or endorsements
                        printed thereon as the Corporation may deem appropriate
                        and as are not inconsistent with the provisions of this
                        Agreement, or as may be required to comply with any
                        applicable law or with any rule or regulation made
                        pursuant thereto or with any rule or regulation of any
                        stock exchange or quotation system on which the Rights
                        may from time to time be listed or traded, or to conform
                        to usage; and

                (ii)    a disclosure statement describing the Rights.

        (d) Rights may be exercised in whole at any time or in part from time to
time on any Business Day (or other day that is not a bank holiday at the place
of exercise) after the Separation Time and prior to the Expiration Time by
submitting to the Rights Agent at its office in the City of Toronto, Ontario or
at any other office of the Rights Agent in the cities specified in

<PAGE>

                                      -18-

the Rights Certificate or designated from time to time for that purpose by the
Corporation after consultation with the Rights Agent:

                (i)     the Rights Certificate evidencing such Rights with an
                        Election to Exercise (an "Election to Exercise")
                        substantially in the form attached to the Rights
                        Certificate, appropriately completed and duly executed
                        by the holder or his executors or administrators or
                        other personal representatives or his legal attorney
                        duly appointed by instrument in writing in form and
                        executed in a manner satisfactory to the Rights Agent;
                        and

                (ii)    payment by certified cheque or money order payable to
                        the order of the Rights Agent, of a sum equal to the
                        Exercise Price multiplied by the number of Rights being
                        exercised and a sum sufficient to cover any transfer tax
                        or charge which may be payable in respect of any
                        transfer involved in the issuance, transfer or delivery
                        of Rights Certificates or the issuance, transfer or
                        delivery of certificates for Common Shares in a name
                        other than that of the holder of the Rights being
                        exercised.

        (e) Upon receipt of a Rights Certificate accompanied by a duly completed
and executed Election to Exercise which does not indicate that Rights evidenced
by such Rights Certificate have become void pursuant to subsection 3.1(b) hereof
and payment as set forth in subsection 2.2(d) above, the Rights Agent (unless
otherwise instructed by the Corporation) shall thereupon promptly:

                (i)     requisition from a transfer agent of the Common Shares
                        certificates for the number of Common Shares to be
                        purchased (the Corporation hereby irrevocably
                        authorizing its transfer agents to comply with all such
                        requisitions);

                (ii)    when appropriate, requisition from the Corporation the
                        amount of cash to be paid in lieu of issuing fractional
                        Common Shares;

                (iii)   after receipt of such certificates, deliver the same to
                        or upon the order of the registered holder of such
                        Rights Certificate, registered in such name or names as
                        may be designated by such holder together with, where
                        applicable, any cash payment in lieu of a fractional
                        interest; and

                (iv)    tender to the Corporation all payments received on
                        exercise of the Rights.

        (f) In case the holder of any Rights shall exercise less than all the
Rights evidenced by such holder's Rights Certificate, a new Rights Certificate
evidencing (subject to the provisions of subsection 5.5(a) hereof) the Rights
remaining unexercised will be issued by the Rights Agent to such holder or to
such holder's duly authorized assigns.

        (g) The Corporation covenants and agrees to:

                (i)     take all such action as may be necessary on its part and
                        within its powers to ensure that all Shares delivered
                        upon exercise of Rights shall, at the


<PAGE>

                                      -19-

                        time of delivery of the certificates evidencing such
                        Shares (subject to payment of the Exercise Price), be
                        duly and validly authorized, executed, issued and
                        delivered and be fully paid and non-assessable;

                (ii)    take all reasonable action as may be necessary on its
                        part and within its power to comply with any applicable
                        requirements of the BUSINESS CORPORATIONS ACT (ONTARIO),
                        the SECURITIES ACT (ONTARIO) or comparable legislation
                        of each of the provinces and territories of Canada and
                        of the United States of America, and the rules and
                        regulations thereunder, and any other applicable law,
                        rule or regulation, in connection with the issuance and
                        delivery of Rights Certificates and of any securities of
                        the Corporation upon exercise of Rights;

                (iii)   use its reasonable efforts to cause all Shares of the
                        Corporation issued upon exercise of Rights to be listed
                        upon The Toronto Stock Exchange or such other stock
                        exchange on which the Common Shares are listed at that
                        time;

                (iv)    pay when due and payable any and all Canadian federal,
                        provincial transfer taxes (not including any taxes
                        referable to the income or profit of the holder or
                        exercising Person or any liability of the Corporation to
                        withhold tax) and charges which may be payable in
                        respect of the original issuance or delivery of the
                        Rights Certificates or of any Shares of the Corporation
                        issued upon the exercise of Rights, provided that the
                        Corporation shall not be required to pay any transfer
                        tax or charge which may be payable in respect of any
                        transfer involved in the transfer or delivery of Rights
                        Certificates or the issuance or delivery of certificates
                        for securities in a name other than that of the holder
                        of the Rights being transferred or exercised;

                (v)     if necessary, cause to be reserved and kept available
                        out of its authorized and unissued Common Shares the
                        number of Common Shares that, as provided in this
                        Agreement, will from time to time be sufficient to
                        permit the exercise in full of all outstanding rights;
                        and

                (vi)    after the Separation Time, except as permitted by
                        Section 5.1 or Section 5.4, not take (or permit any
                        Subsidiary to take) any action if at the time such
                        action is taken it is reasonably foreseeable that such
                        action will diminish substantially or otherwise
                        eliminate the benefits intended to be afforded by the
                        Rights.

2.3     ADJUSTMENTS TO EXERCISE PRICE, NUMBER OF RIGHTS

        Subject to Section 5.19, the Exercise Price, the number and kind of
securities subject to purchase upon exercise of each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section 2.3.


<PAGE>

                                      -20-

        (a)     If the Corporation shall at any time after the Record Time and
                prior to the Expiration Time:

                (i)     declare or pay a dividend on Common Shares payable in
                        Common Shares (or other Shares of capital or securities
                        exchangeable for or convertible into or giving a right
                        to acquire Common Shares or other Shares of capital)
                        otherwise than pursuant to any optional share dividend
                        program;

                (ii)    subdivide or change the outstanding Common Shares into a
                        greater number of Common Shares;

                (iii)   consolidate or change the outstanding Common Shares into
                        a smaller number of Common Shares; or

                (iv)    issue any Common Shares (or other shares of capital or
                        securities exchangeable for or convertible into or
                        giving a right to acquire Common Shares or other Shares
                        of capital) in respect of, in lieu of, or in exchange
                        for, existing Common Shares in a reclassification or
                        redesignation of Common Shares, an amalgamation or
                        statutory arrangement,

                the Exercise Price and the number of Rights outstanding, or, if
                the payment or effective date therefor shall occur after the
                Separation Time, the securities purchasable upon exercise of
                Rights shall be adjusted in the manner set forth below. If an
                event occurs which would require an adjustment under both this
                Section 2.3 and subsection 3.1(a), the adjustment provided for
                in this Section 2.3 shall be in addition to, and shall be made
                prior to, any adjustment required under subsection 3.1(a). If
                the Exercise Price and number of Rights are to be adjusted:

                (x)     the Exercise Price in effect after such adjustment shall
                        be equal to the Exercise Price in effect immediately
                        prior to such adjustment divided by the number of Common
                        Shares (or other Shares of capital) (the "Expansion
                        Factor") that a holder of one Common Share immediately
                        prior to such dividend, subdivision, change,
                        consolidation or issuance would hold immediately
                        thereafter as a result thereof (assuming the exercise of
                        all such exchange or conversion rights, if any); and

                (y)     each Right held prior to such adjustment shall become
                        that number of Rights equal to the Expansion Factor, and
                        the adjusted number of Rights shall be deemed to be
                        distributed among the Common Shares with respect to
                        which the original Rights were associated (if they
                        remain outstanding) and the Shares issued in respect of
                        such dividend, subdivision, change, consolidation or
                        issuance, so that each such Common Share (or other whole
                        share or security exchangeable for or convertible into a
                        whole Share of capital) shall have exactly one Right
                        associated with it.

                If the securities purchasable upon exercise of Rights are to be
                adjusted, the securities purchasable upon exercise of each Right
                after such adjustment shall be the securities that a holder of
                the securities purchasable upon exercise of one

<PAGE>

                                      -21-

                Right immediately prior to such dividend, subdivision, change,
                consolidation or issuance would hold immediately thereafter as a
                result thereof. To the extent that any such rights of exchange,
                conversion or acquisition are not exercised prior to the
                expiration thereof, the Exercise Price shall be readjusted to
                the Exercise Price which would then be in effect based upon the
                number of Common Shares (or securities convertible into or
                exchangeable for Common Shares) actually issued upon the
                exercise of such rights. If after the Record Time and prior to
                the Expiration Time the Corporation shall issue any shares of
                its authorized capital other than Common Shares in a transaction
                of a type described in the first sentence of this subsection
                2.3(a), such shares shall be treated herein as nearly equivalent
                to Common Shares as may be practicable and appropriate under the
                circumstances and the Corporation and the Rights Agent agree to
                amend this Agreement in order to effect such treatment.

                If the Corporation shall at any time after the Record Time and
                prior to the Separation Time issue any Common Shares otherwise
                than in a transaction referred to in the preceding paragraph,
                each such Common Share so issued shall automatically have one
                new Right associated with it, which Right shall be evidenced by
                the certificate representing such Share.

        (b)     If the Corporation shall at any time after the Record Time and
                prior to the Separation Time fix a record date for the making of
                a distribution to all holders of Common Shares of rights or
                warrants entitling them (for a period expiring within 45 days
                after such record date) to subscribe for or purchase Common
                Shares (or securities convertible into or exchangeable for or
                carrying a right to purchase or subscribe for Common Shares) at
                a price per Common Share (or, in the case of a security
                convertible into or exchangeable for or carrying a right to
                purchase or subscribe for Common Shares, having a conversion,
                exchange or exercise price (including the price required to be
                paid to purchase such convertible or exchangeable security or
                right) per share) that is less than 90% of the Market Price per
                Common Share on such record date, the Exercise Price shall be
                adjusted. The Exercise Price in effect after such record date
                shall equal the Exercise Price in effect immediately prior to
                such record date multiplied by a fraction, of which the
                numerator shall be the number of Common Shares outstanding on
                such record date plus the number of Common Shares which the
                aggregate offering price of the total number of Common Shares so
                to be offered (and/or the aggregate initial conversion, exchange
                or exercise price of the convertible or exchangeable securities
                or rights so to be offered (including the price required to be
                paid to purchase such convertible or exchangeable securities or
                rights)) would purchase at such Market Price and of which the
                denominator shall be the number of shares of Common Shares
                outstanding on such record date plus the number of additional
                Common Shares to be offered for subscription or purchase (or
                into which the convertible or exchangeable securities or rights
                so to be offered are initially convertible, exchangeable or
                exercisable). In case such subscription price may be paid in a
                form other than cash, the value of such non-cash consideration
                shall be as determined by the Board of Directors. To the extent
                that any such rights or warrants are not so issued or, if
                issued, are not


<PAGE>

                                      -22-

                exercised prior to the expiration thereof, the Exercise Price
                shall be readjusted to the Exercise Price which would then be in
                effect if such record date had not been fixed or to the Exercise
                Price which would then be in effect based upon the number of
                Common Shares (or securities convertible into or exchangeable
                for Common Shares) actually issued upon the exercise of such
                rights or warrants, as the ease may be. For purposes of this
                Agreement, the granting of the right to purchase Common Shares
                (whether previously unissued, treasury shares or otherwise)
                pursuant to any optional dividend reinvestment plan and/or any
                Common Share purchase plan providing for the reinvestment of
                dividends payable on securities of the Corporation and/or
                employee stock option, stock purchase or other employee benefit
                plan (so long as such right to purchase is in no case evidenced
                by the delivery of rights or warrants) shall not be deemed to
                constitute an issue of rights or warrants by the Corporation;
                PROVIDED, HOWEVER, that, in the case of any dividend
                reinvestment plan, the right to purchase Common Shares is at a
                price per share of not less than 90% of the then current market
                price per share (determined as provided in such plan) of the
                Common Shares.

        (c)     If the Corporation shall at any time after the Record Time and
                prior to the Separation Time fix a record date for the making of
                a distribution to all holders of Common Shares of evidences of
                indebtedness or assets (other than a Regular Periodic Cash
                Dividend or a dividend paid in Common Shares) or rights or
                warrants (excluding those referred to in subsection 2.3(a) or
                2.3(b)), the Exercise Price shall be adjusted. The Exercise
                Price in effect after such record date shall, subject to
                adjustment as provided in the penultimate sentence of subsection
                2.3(b), equal the Exercise Price in effect immediately prior to
                such record date less the fair market value (as determined by
                the Board of Directors) of the portion of the assets, evidences
                of indebtedness, rights or warrants so to be distributed
                applicable to the securities purchasable upon exercise of one
                Right.

        (d)     Each adjustment made pursuant to this Section 2.3 shall be made
                as of:

                (i)     the payment or effective date for the applicable
                        dividend, subdivision, change, consolidation or issuance
                        in the case of an adjustment made pursuant to subsection
                        2.3(a) above; and

                (ii)    the record date for the applicable dividend or
                        distribution, in the case of an adjustment made pursuant
                        to subsections 2.3(b) or (c) above.

        (e)     Subject to the prior consent of the holders of Common Shares or
                Rights obtained in accordance with the provisions of subsection
                5.4(b) or (c), as applicable, if the Corporation shall at any
                time after the Record Time and prior to the Expiration Time
                issue any Shares of capital (other than Common Shares), or
                rights or warrants to subscribe for or purchase any such Shares,
                or securities convertible into or exchangeable for any such
                Shares, in a transaction referred to in clause (a)(i) or (a)(iv)
                above and if the Board of Directors determines that the
                adjustments contemplated by subsections 2.3(a), (b) and (d)
                above in connection with such transaction will not appropriately
                protect the interests of the holders of

<PAGE>

                                      -23-

                Rights, the Board of Directors may determine what other
                adjustments to the Exercise Price, number of Rights and/or
                securities purchasable upon exercise of Rights would be
                appropriate and, notwithstanding such clauses, such adjustments
                (rather than the adjustments contemplated by subsections 2.3(a),
                (b) and (d) above) shall be made and the Corporation and the
                Rights Agent shall amend this Agreement as appropriate to
                provide for such adjustments.

        (f)     Anything herein to the contrary notwithstanding, no adjustment
                to the Exercise Price shall be required unless such adjustment
                would require an increase or decrease of at least 1% in such
                Exercise Price; PROVIDED, HOWEVER, that any adjustments which by
                reason of this subsection 2.3(f) are not required to be made
                shall be carried forward and taken into account in any
                subsequent adjustment. Each adjustment made pursuant to this
                Section 2.3 shall be calculated to the nearest cent or to the
                nearest one ten-thousandth of a Common Share or Right, as the
                case may be.

        (g)     All Rights originally issued by the Corporation subsequent to
                any adjustment made to an Exercise Price hereunder shall
                evidence the right to purchase, at the adjusted Exercise Price,
                the number of Common Shares purchasable from time to time
                hereunder upon exercise of the Rights, all subject to further
                adjustment as provided herein.

        (h)     Unless the Corporation shall have exercised its election as
                provided in subsection 2.3(i), upon each adjustment of an
                Exercise Price as a result of the calculations made in
                subsections 2.3(b) and (c), each Right outstanding immediately
                prior to the making of such adjustment shall thereafter evidence
                the right to purchase, at the adjusted Exercise Price, that
                number of Common Shares (calculated to the nearest one
                ten-thousandth) obtained by:

                (i)     multiplying (A) the number of Common Shares covered by a
                        Right immediately prior to this adjustment, by (B) the
                        Exercise Price in effect immediately prior to such
                        adjustment of the Exercise Price; and

                (ii)    dividing the product so obtained by the Exercise Price
                        in effect immediately after such adjustment of the
                        Exercise Price.

        (i)     The Corporation may elect on or after the date of any adjustment
                of an Exercise Price to adjust the number of Rights, in lieu of
                any adjustment in the number of Common Shares purchasable upon
                the exercise of a Right. Each of the Rights outstanding after
                the adjustment in the number of Rights shall be exercisable for
                the number of Common Shares for which a Right was exercisable
                immediately prior to such adjustment. Each Right held of record
                immediately prior to such adjustment of the number of Rights
                shall become the number of Rights (calculated to the nearest one
                ten-thousandth) obtained by dividing the Exercise Price in
                effect immediately prior to the adjustment of the Exercise Price
                by the Exercise Price in effect immediately after adjustment of
                the Exercise Price. The Corporation shall make a public
                announcement of its election to adjust the

<PAGE>

                                      -24-

                number of Rights, indicating the record date for the adjustment
                and, if known at the time, the amount of the adjustment to be
                made. This record date may be the date on which the Exercise
                Price is adjusted or any date thereafter, but, if the Rights
                Certificates have been issued, shall be at least 10 calendar
                days after the date of the public announcement. If Rights
                Certificates have been issued, upon each adjustment of the
                number of Rights pursuant to this subsection 2.3(j), the
                Corporation shall, as promptly as practicable, cause to be
                distributed to holders of record of Rights Certificates on such
                record date, Rights Certificates evidencing the additional
                Rights to which such holder shall be entitled as a result of
                such adjustment, or, at the option of the Corporation, shall
                cause to be distributed to such holders of record in
                substitution or replacement for the Rights Certificates held by
                such holders prior to the date of adjustment, and upon surrender
                thereof, if required by the Corporation, new Rights Certificates
                evidencing all the Rights to which such holders shall be
                entitled after such adjustment. Rights Certificates so to be
                distributed shall be issued, executed and countersigned in the
                manner provided for herein and may bear, at the option of the
                Corporation, the adjusted Exercise Price and shall be registered
                in the names of the holders of record of Rights Certificates on
                the record date specified in the public announcement.

        (j)     Irrespective of any adjustment or change in the securities
                purchasable upon exercise of the Rights, the Rights Certificates
                theretofore and thereafter issued may continue to express the
                securities so purchasable which were expressed in the initial
                Rights Certificates issued hereunder.

        (k)     If, as a result of an adjustment made pursuant to Section 3.1,
                the holder of any Right thereafter exercised shall become
                entitled to receive any securities other than Common Shares,
                thereafter the number of such other securities so receivable
                upon exercise of any Right and the applicable Exercise Price
                thereof shall be subject to adjustment from time to time in a
                manner and on terms as nearly equivalent as may be practicable
                to the provisions with respect to the Common Shares contained in
                the foregoing subsections of this Section 2.3 and the provisions
                of this Agreement with respect to the Common Shares shall apply
                on like terms to any such other securities.

        (l)     In any case in which this Section 2.3 shall require that any
                adjustment in the Exercise Price be made effective as of a
                record date for a specified event, the Corporation may elect to
                defer until the occurrence of such event the issuance to the
                holder of any Right exercised after such record date of the
                number of Common Shares and other securities of the Corporation,
                if any, issuable upon such exercise over and above the number of
                Common Shares and other securities of the Corporation, if any,
                issuable upon such exercise on the basis of the Exercise Price
                in effect prior to such adjustment; PROVIDED, HOWEVER, that the
                Corporation shall deliver to such holder an appropriate
                instrument evidencing such holder's right to receive such
                additional Common Shares or other securities upon the occurrence
                of the event requiring such adjustment.


<PAGE>

                                      -25-

        (m)     Notwithstanding anything in this Section 2.3 to the contrary,
                the Corporation shall be entitled to make such reductions in the
                Exercise Price, in addition to those adjustments expressly
                required by this Section 2.3, as and to the extent that, in
                their judgment, the Board of Directors determines advisable in
                order that any (i) subdivision or consolidation of the Common
                Shares, (ii) issuance wholly for cash of any Common Shares at
                less than applicable Market Price, (iii) issuance wholly for
                cash of any Common Shares or securities that by their terms are
                exchangeable for or convertible into or give a right to acquire
                Common Shares, (iv) stock dividends, or (v) issuance of rights,
                options or warrants referred to in this Section 2.3, hereafter
                made by the Corporation to holders of its Common Shares, and
                subject to applicable taxation laws, shall not be taxable to
                such shareholders.

        (n)     Whenever an adjustment to the Exercise Price or a change in the
                securities purchasable upon the exercise of Rights is made
                pursuant to this Section 2.3, the Corporation shall promptly:

                (i)     prepare a certificate setting forth such adjustment and
                        a brief statement of the facts accounting for such
                        adjustment;

                (ii)    file with the Rights Agent and with each transfer agent
                        for the Common Shares, a copy of such certificate; and

                (iii)   cause notice of the particulars of such adjustment or
                        change to be given to the holders of the Rights.

                Failure to file such certificate or to cause such notice to be
                given as aforesaid, or any defect therein, shall not affect the
                validity of any such adjustment or change.

2.4     DATE ON WHICH EXERCISE IS EFFECTIVE

        Each Person in whose name any certificate for Shares is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of the Shares represented thereby on, and such certificate shall be
dated, the date upon which the Rights Certificate evidencing such Rights was
duly submitted (together with a duly completed Election to Exercise) and payment
of the Exercise Price for such Rights (and any applicable transfer taxes and
other charges payable by the exercising holder hereunder) was made; PROVIDED,
HOWEVER, that if the date of such exercise is a date upon which the relevant
Share transfer books of the Corporation are closed, such Person shall be deemed
to have become the recorded holder of such Shares on, and such certificate shall
be dated, the next succeeding Business Day on which the said Share transfer
books of the Corporation are open.

2.5     EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES

        (a) The Rights Certificates shall be executed on behalf of the
Corporation by any two of it Chairman, President and Chief Executive Officer,
its Chief Financial Officer or its Corporate Secretary. The signature of any of
these officers on the Rights Certificates may be manual or facsimile.


<PAGE>

                                      -26-

        (b) Rights Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Corporation shall
bind the Corporation, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the countersignature and delivery of such
Rights Certificates.

        (c) Promptly after the Corporation learns of the Separation Time, the
Corporation shall notify the Rights Agent of such Separation Time and shall
deliver Rights Certificates executed by the Corporation to the Rights Agent for
countersignature, and the Rights Agent shall countersign (manually or by
facsimile signature in a manner satisfactory to the Corporation) and deliver
such Rights Certificates to the holders of the Rights pursuant to subsection
2.2(c) hereof. No Rights Certificate shall be valid for any purpose until
countersigned by the Rights Agent in the manner described above.

        (d) Each Rights Certificate shall be dated the date of countersignature
thereof.

2.6     REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

        (a) The Corporation shall cause to be kept a register (the "Rights
Register") in which, subject to such reasonable regulations as it may prescribe,
the Corporation shall provide for the registration and transfer of Rights. The
Rights Agent is hereby appointed "Rights Registrar" for the purpose of
maintaining the Rights Register for the Corporation and registering Rights and
transfers of Rights as herein provided. If the Rights Agent shall cease to be
the Rights Registrar, the Rights Agent shall have the right to examine the
Rights Register at all reasonable times.

        After the Separation Time and prior to the Expiration Time, upon
surrender for registration of transfer or exchange of any Rights Certificate,
and subject to the provisions of subsection 2.6(c) below, the Corporation shall
execute, and the Rights Agent shall countersign and deliver, in the name of the
holder or the designated transferee or transferees, as required pursuant to the
holder's instructions, one or more new Rights Certificates evidencing the same
aggregate number of Rights as did the Rights Certificate so surrendered.

        (b) All Rights issued upon any registration of transfer or exchange of
Rights Certificates shall be the valid obligations of the Corporation, and such
Rights shall be entitled to the same benefits under this Agreement as the Rights
surrendered upon such registration of transfer or exchange.

        (c) Every Rights Certificate surrendered for registration of transfer or
exchange shall have the form of assignment thereon duly completed and endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Corporation or the Rights Agent, as the ease may be, duly executed by the
holder thereof or such holder's attorney duly authorized in writing. As a
condition to the issuance of any new Rights Certificate under this Section 2.6,
the Corporation may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and other
expenses (including the reasonable fees and expenses of its Rights Agent)
connected therewith.

        (d) The Corporation shall not be required to register the transfer or
exchange of any Rights after the Rights have been terminated pursuant to the
provisions of this Agreement.


<PAGE>

                                      -27-

2.7     MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES

        (a) If any mutilated Rights Certificate is surrendered to the Rights
Agent prior to the Expiration Time, the Corporation shall execute and the Rights
Agent shall countersign and deliver a new Rights Certificate evidencing the same
number of Rights as did the Rights Certificate so surrendered.

        (b) If there shall be delivered to the Corporation and the Rights Agent
prior to the Expiration Time (i) evidence to their satisfaction of the
destruction, loss or theft of any Rights Certificate and (ii) such security or
indemnity as may be required by them to save each of them and their respective
agents harmless, then, in the absence of notice to the Corporation or the Rights
Agent that such Rights Certificate has been acquired by a bona fide purchaser,
the Corporation shall execute and upon the Corporation's request, the Rights
Agent shall countersign and deliver, in lieu of any such destroyed, lost or
stolen Rights Certificate, a new Rights Certificate evidencing the same number
of Rights as did the Rights Certificate so destroyed, lost or stolen.

        (c) As a condition to the issuance of any new Rights Certificate under
this Section 2.7, the Corporation may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the reasonable fees and expenses of
the Rights Agent) connected therewith.

        (d) Every new Rights Certificate issued pursuant to this Section 2.7 in
lieu of any destroyed, lost or stolen Rights Certificate shall evidence an
original additional contractual obligation of the Corporation, whether or not
the destroyed, lost or stolen Rights Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Rights duly issued
hereunder.

2.8     PERSONS DEEMED OWNERS

        Prior to due presentment of a Rights Certificate (or, prior to the
Separation Time, the associated Share certificate) for registration of transfer,
the Corporation, the Rights Agent and any agent of the Corporation or the Rights
Agent may deem and treat the Person in whose name such Rights Certificate (or,
prior to the Separation Time, such Share certificate) is registered as the
absolute owner thereof and of the Rights evidenced thereby for all purposes
whatsoever. As used in this Agreement, unless the context otherwise requires,
the term "holder" of any Rights means the registered holder of such Rights (or,
prior to the Separation Time, the associated Shares).

2.9     DELIVERY AND CANCELLATION OF CERTIFICATES

        All Rights Certificates surrendered upon exercise or for redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Rights Agent, be delivered to the Rights Agent and, in any case, shall
be promptly cancelled by the Rights Agent. The Corporation may at any time
deliver to the Rights Agent for cancellation any Rights Certificates previously
countersigned and delivered hereunder which the Corporation may have acquired in
any manner whatsoever, and all Rights Certificates so delivered shall be
promptly cancelled by the Rights Agent. No Rights Certificates shall be
countersigned in lieu of or in exchange for any

<PAGE>

                                      -28-

Rights Certificates cancelled as provided in this Section 2.9, except as
expressly permitted by this Agreement. The Rights Agent shall destroy all
cancelled Rights Certificates and deliver a certificate of destruction to the
Corporation.

2.10    AGREEMENT OF RIGHTS HOLDERS

        Every holder of Rights by accepting the same consents and agrees with
the Corporation and the Rights Agent and with every other holder of Rights that:

        (a)     prior to the Separation Time, each Right shall be transferable
                only together with, and shall be transferred by a transfer of,
                the associated Share;

        (b)     after the Separation Time, the Rights Certificates shall be
                transferable only on the Rights Register as provided herein;

        (c)     prior to due presentment of a Rights Certificate (or, prior to
                the Separation Time, the associated Share certificate) for
                registration of transfer, the Corporation, the Rights Agent and
                any agent of the Corporation or the Rights Agent may deem and
                treat the Person in whose name the Rights Certificate (or, prior
                to the Separation Time, the associated Share certificate) is
                registered as the absolute owner thereof and of the Rights
                evidenced thereby (notwithstanding any notations of ownership or
                writing on such Rights Certificate or the associated Share
                certificate made by anyone other than the Corporation or the
                Rights Agent) for all purposes whatsoever, and neither the
                Corporation nor the Rights Agent shall be affected by any notice
                to the contrary;

        (d)     such holder has waived all rights to receive any fractional
                Right or fractional Share upon exercise of a Right;

        (e)     such holder is otherwise bound by and subject to the provisions
                of this Agreement, as amended from time to time in accordance
                with the terms hereof in respect of all Rights held;

        (f)     this Agreement may be supplemented or amended from time to time
                pursuant to subsection 5.4(a) or the last sentence of the
                penultimate paragraph of subsection 2.3(a) hereof upon the sole
                authority of the Board of Directors without the approval of any
                holder of Rights; and

        (g)     notwithstanding anything in this Agreement to the contrary,
                neither the Corporation nor the Rights Agent shall have any
                liability to any holder of a Right or any other Person as a
                result of its inability to perform any of its obligations under
                this Agreement by reason of any preliminary or permanent
                injunction or other order, decree or ruling by a court of
                competent jurisdiction or by a governmental, regulatory or
                administrative agency or commission, or any statute, rule,
                regulation or executive order promulgated or enacted by any
                governmental authority, prohibiting or otherwise restraining
                performance of such obligation.


<PAGE>

                                      -29-

                                   ARTICLE III

         ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

3.1     FLIP-IN EVENT

        (a) Subject to the provisions of Section 2.2 and subsections 5.1(b), (c)
and (d) hereof and except as provided below, if prior to the Expiration Time a
Flip-in Event shall occur, each Right shall thereafter constitute, effective at
the Close of Business on the tenth Business Day after the relevant Stock
Acquisition Date, the right to purchase from the Corporation, upon exercise
thereof in accordance with the terms hereof, that number of Common Shares of the
Corporation having an aggregate Market Price on the date of consummation or
occurrence of such Flip-in Event equal to twice the Exercise Price for an amount
in cash equal to the Exercise Price (such right to be appropriately adjusted in
a manner analogous to the applicable adjustment provided for in Section 2.3
hereof in the event that, after such date of consummation or occurrence, an
event of a type analogous to any of the events described in Section 2.3 hereof
shall have occurred with respect to such Common Shares).

        (b) Notwithstanding anything in this Agreement to the contrary, upon the
occurrence of a Flip-in Event, any Rights that are or were Beneficially Owned on
or after the earlier of the Separation Time and the Stock Acquisition Date by:

        (i)     an Acquiring Person (or any Person acting jointly or in concert
                with an Acquiring Person or with an Affiliate or Associate of an
                Acquiring Person); or

        (ii)    a direct or indirect transferee of, or other successor in title
                to, such Rights (a "Transferee"), who becomes a Transferee
                concurrently with or subsequent to the Acquiring Person becoming
                an Acquiring Person, in a transfer, whether or not for
                consideration, that the Board of Directors has determined is
                part of a plan, understanding or scheme of an Acquiring Person
                (or an Affiliate or Associate of an Acquiring Person or any
                Person acting jointly or in concert with an Acquiring Person or
                an Affiliate or Associate of an Acquiring Person) that has the
                purpose or effect of avoiding the provisions of this subsection
                3.1(b) applicable in the circumstances contemplated in clause
                (i) hereof;

shall thereupon become and be void and any holder of such Rights (including any
Transferee) shall thereafter have no rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise. The holder
of any Rights represented by a Rights Certificate which is submitted to the
Rights Agent, or any Co-Rights Agent, upon exercise or for registration of
transfer or exchange which does not contain the necessary certifications set
forth in the Rights Certificate establishing that such Rights are not void under
this subsection 3.1(b) shall be deemed to be an Acquiring Person for the
purposes of this subsection 3.1(b) and such rights shall be null and void.


<PAGE>

                                      -30-

        (c) Any Rights Certificate that represents Rights Beneficially Owned by
a Person described in either clauses (i) or (ii) of subsection 3.1(b) hereof or
transferred to any nominee of any such Person, and any Rights Certificate issued
upon the transfer, exchange or replacement of any other Rights Certificate
referred to in this sentence shall contain the following legend:

                "The Rights represented by this Rights Certificate were issued
                to a Person who was an Acquiring Person or an Affiliate or an
                Associate of an Acquiring Person (as such terms are defined in
                the Rights Agreement) or was acting jointly or in concert with
                any of them. This Rights Certificate and the Rights represented
                hereby shall become void in the circumstances specified in
                subsection 3.1(b) of the Rights Agreement."

PROVIDED, HOWEVER, that the Rights Agent shall not be under any responsibility
to ascertain the existence of facts that would require the imposition of such
legend but shall be required to impose such legend only if instructed to do so
by the Corporation or if a holder fails to certify upon transfer or exchange in
the space provided on the Rights Certificate that such holder is not an
Acquiring Person or an Affiliate or Associate thereof or acting jointly or in
concert with any of them. The issuance of a Rights Certificate without the
legend referred to in this subsection shall be of no effect on the provisions of
this subsection.

                                   ARTICLE IV

                                THE RIGHTS AGENT

4.1     GENERAL

        (a) The Corporation hereby appoints the Rights Agent to act as agent for
the Corporation and the holders of Rights in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment. The
Corporation may from time to time appoint one or more co-rights agents (each, a
"Co-Rights Agent") as it may deem necessary or desirable after consultation with
the Rights Agent. In such event, the respective duties of the Rights Agent and
any Co-Rights Agent shall be as the Corporation may determine with the written
approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and, from time
to time on demand of the Rights Agent, its reasonable expenses and counsel fees
and other disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder. The
Corporation also agrees to indemnify the Rights Agent, its officers, directors,
employees and agents for, and to hold them harmless against, any loss,
liability, cost, claim, action, damage, suit or expense, incurred without
negligence, bad faith or wilful misconduct on the part of the Rights Agent, its
officers, directors, employees or agents, for anything done or omitted by them
in connection with the acceptance and performance of this Agreement, including
legal costs and expenses, which right to indemnification shall survive the
termination of this Agreement or the resignation or removal of the Rights Agent.
In the event of any disagreement arising regarding the terms of this Agreement
the Rights Agent shall be entitled, at its option, to refuse to comply with any
and all demands whatsoever until the dispute

<PAGE>

                                      -31-

is settled either by written agreement amongst the parties to this Agreement or
by a court of competent jurisdiction.

        (b) The Rights Agent shall be protected from, and shall incur no
liability for or in respect of, any action taken, suffered or omitted by it in
connection with its performance of this Agreement in reliance upon any
certificate for Shares, Rights Certificate, certificate for other securities of
the Corporation, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
opinion, statement or other paper or document believed by it to be genuine and
to be signed, executed and, where necessary, verified or acknowledged, by the
proper Person or Persons.

        (c) The Corporation shall inform the Rights Agent in a reasonably timely
manner of events which may materially affect the administration of this
Agreement by the Rights Agent and, at any time upon written request, shall
provide to the Rights Agent an incumbency certificate certifying the then
current officers of the Corporation.

4.2     MERGER OR AMALGAMATION OR CHANGE OF NAME OF RIGHTS AGENT

        (a) Any body corporate into which the Rights Agent or any successor
Rights Agent may be merged or amalgamated with or into, or any body corporate
succeeding to the securityholder services business of the Rights Agent or any
successor Rights Agent shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such body corporate would be
eligible for appointment as a successor Rights Agent under the provisions of
Section 4.4 hereof.

        In case at the time such successor Rights Agent succeeds to the agency
created by this Agreement any of the Rights Certificates have been countersigned
but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any or the Rights
Certificates have not been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent; and in all such cases
such Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

        (b) In case at any time the name of the Rights Agent is changed and at
such time any of the Rights Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Rights Certificates so countersigned; and in case at that time any
of the Rights Certificates shall not have been countersigned, the Rights Agent
way countersign such Rights Certificates either in its prior name or in ifs
changed name; and in all such cases such Rights Certificates shall have the full
force provided in the Rights Certificates and in this Agreement.

4.3     DUTIES OF RIGHTS AGENT

        The Rights Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the
Corporation and the holders of Rights Certificates, by their acceptance thereof,
shall be bound:


<PAGE>

                                      -32-

        (a)     The Rights Agent may retain and consult with legal counsel (who
                may be legal counsel for the Corporation), and the opinion of
                such counsel will be full and complete authorization and
                protection to the Rights Agent as to any action taken or omitted
                by it in good faith and in accordance with such opinion.

        (b)     Whenever in the performance of its duties under this Agreement
                the Rights Agent deems it necessary or desirable that any fact
                or matter be proved or established by the Corporation prior to
                taking or suffering any action or refraining from taking any
                action hereunder, such fact or matter (unless other evidence in
                respect thereof be herein specifically prescribed) may be deemed
                to be conclusively proved and established by a certificate
                signed by an individual believed by the Rights Agent to be the
                Chairman, the Chief Executive Officer, the Chief Financial
                Officer or any Vice-President and by the Secretary or any
                Assistant Secretary of the Corporation and delivered to the
                Rights Agent; and such certificate shall be full authorization
                to the Rights Agent for any action taken, omitted or suffered in
                good faith by it under the provisions of this Agreement in
                reliance upon such certificate.

        (c)     The Rights Agent shall be liable hereunder only for its own
                negligence, bad faith or wilful misconduct.

        (d)     The Rights Agent shall not be liable for or by reason of any of
                the statements of fact or recitals contained in this Agreement
                or in the certificates for Shares or the Rights Certificates
                (except its countersignature thereof) or be required to verify
                the same, but all such statements and recitals are and will be
                deemed to have been made by the Corporation only.

        (e)     The Rights Agent shall not be under any responsibility in
                respect of the validity of this Agreement or the execution and
                delivery hereof (except the due authorization, execution and
                delivery hereof by the Rights Agent) or in respect of the
                validity or execution of any Share certificate or Rights
                Certificate (except its countersignature thereof); nor will it
                be responsible for any breach by the Corporation of any covenant
                or condition contained in this Agreement or in any Rights
                Certificate; nor will it be responsible for any change in the
                exercisability of the Rights (including the Rights becoming void
                pursuant to subsection 3.1(b) hereof) or any adjustment required
                under the provisions of Section 2.3 hereof or responsible for
                the manner, method or amount of any such adjustment or the
                ascertaining of the existence of facts that would require any
                such adjustment (except with respect to the exercise of Rights
                after receipt of the certificate contemplated by Section 2.3
                hereof describing any such adjustment); nor will it by any act
                hereunder be deemed to make any representation or warranty as to
                the authorization or reservation of any Shares to be issued
                pursuant to this Agreement or any Rights or as to whether any
                Shares shall, when issued, he duly and validly authorized,
                executed, issued and delivered and be fully paid and
                non-assessable.

        (f)     The Corporation agrees that it will perform, execute,
                acknowledge and deliver or cause to be performed, executed,
                acknowledged and delivered all such further and

<PAGE>

                                      -33-

                other acts, instruments and assurances as may reasonably be
                required by the Rights Agent for the carrying out or performing
                by the Rights Agent of the provisions of this Agreement.

        (g)     The Rights Agent is hereby authorized to rely upon and directed
                to accept written instructions with respect to the performance
                of its duties hereunder from any individual believed by the
                Rights Agent to be the Chairman, the Chief Executive Officer,
                the Chief Financial Officer or any Vice-President or the
                Secretary or any Assistant Secretary of the Corporation, and to
                apply to such individuals for advice or instructions in
                connection with its duties, and it shall not be liable for any
                action taken, omitted or suffered by it in good faith in
                accordance with instructions of any such individual.

        (h)     The Rights Agent and any shareholder, director, officer or
                employee of the Rights Agent may buy, sell or deal in Shares,
                Rights or other securities of the Corporation or become
                pecuniarily interested in any transaction in which the
                Corporation may be interested, or contract with or lend money to
                the Corporation or otherwise act as fully and freely as though
                it were not Rights Agent under this Agreement. Nothing herein
                shall preclude the Rights Agent front acting in any other
                capacity for the Corporation or for any other legal entity.

        (i)     The Rights Agent may execute and exercise any of the rights or
                powers hereby vested in it or perform any duty hereunder either
                itself or by or through its attorneys or agents, and the Rights
                Agent shall not be answerable or accountable for any act,
                default, neglect or misconduct of any such attorneys or agents
                or for any loss to the Corporation resulting from any such act,
                omission, default, neglect or misconduct, provided reasonable
                care was exercised in the selection and continued employment
                thereof.

4.4      CHANGE OF RIGHTS AGENT

        The Rights Agent may resign and be discharged from its duties under this
Agreement upon 60 days' notice (or such lesser notice as is acceptable to the
Corporation) in writing delivered or mailed to the Corporation and to each
transfer agent of Shares by first class mail, and mailed or delivered to the
holders of the Rights in accordance with Section 5.9 hereof. The Corporation may
remove the Rights Agent upon 60 days' notice in writing, mailed or delivered to
the Rights Agent and to each transfer agent of the Shares by first class mail,
and mailed to the holders of the Rights in accordance with Section 5.9 hereof.
If the Rights Agent should resign or be removed or otherwise become incapable of
acting, the Corporation shall appoint a successor to the Rights Agent. If the
Corporation fails to make such appointment within a period of 30 days after such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of
any Rights (which holder shall, with such notice, submit such holder's Rights
Certificate for inspection by the Corporation), then the holder of any Rights
may apply, at the Corporation's expense, to any court of competent jurisdiction
for the appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Corporation or by such a court, shall be a body corporate
incorporated under the laws of Canada or a province thereof and authorized to
carry on business

<PAGE>

                                      -34-

in the Province of Ontario. After appointment, the successor Rights Agent shall
be vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent upon receipt of all fees and expenses outstanding to
the predecessor Rights Agent by the Corporation shall deliver and transfer to
the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Corporation shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Shares, and mail a notice thereof in
writing to the holders of the Rights. Failure to give any notice provided for in
this Section 4.4, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.

                                    ARTICLE V

                                  MISCELLANEOUS

5.1     REDEMPTION AND WAIVER

        The Corporation shall give prompt written notice to the Rights Agent of
any waiver of the application of Section 3.1 made by the Board of Directors
acting in good faith under this Section 5.1. In addition,

        (a)     With the prior consent of the holders of Common Shares or Rights
                obtained in accordance with subsection 5.4(b) or (c), as
                applicable, the Board of Directors, at any time prior to the
                occurrence of a Flip-in Event as to which the application of
                Section 3.1 has not been waived pursuant to this Section 5.1,
                may elect to redeem all but not less than all of the then
                outstanding Rights at a redemption price of $0.00001 per Right
                appropriately adjusted in a manner analogous to the applicable
                adjustment to the Exercise Price provided for in Section 2.3
                hereof if an event analogous to any of the events described in
                Section 2.3 shall have occurred (such redemption price being
                herein referred to as the "Redemption Price").

        (b)     With the prior consent of the holders of Common Shares obtained
                in accordance with subsection 5.4(b), the Board of Directors
                may, at any time prior to the occurrence of a Flip-in Event as
                to which the application of Section 3.1 has not been waived
                pursuant to this Section 5.1, if such Flip-in Event would occur
                by reason of an acquisition of Common Shares otherwise than
                pursuant to a Take-over Bid made by means of a Take-over Bid
                circular to all holders of record of Common Shares and otherwise
                than in the circumstances set forth in subsection 5.1(d), waive
                the application of Section 3.1 to such Flip-in Event. In such
                event, the Board of Directors shall extend the Separation Time
                to a date at least 10 Business Days subsequent to the meeting of
                shareholders called to approve such waiver.


<PAGE>

                                      -35-

        (c)     Prior to the occurrence of a Flip-in Event, as to which the
                application of Section 3.1 has not been waived pursuant to this
                paragraph, upon written notice to the Rights Agent, the Board of
                Directors may waive the application of Section 3.1 to such
                Flip-in Event but only if such Flip-in Event occurs as a result
                of a Take-over Bid made by way of a Take-over Bid circular sent
                to all holders of record of Common Shares; PROVIDED, HOWEVER,
                that if the Board of Directors waives the application of Section
                3.1 to a particular Flip-in Event, the Board of Directors shall
                be deemed to have waived the application of Section 3.1 to any
                other Flip-in Event occurring by reason of any Take-over Bid
                which is made by means of a Take-over Bid circular to all
                holders of record of Common Shares (i) prior to the granting of
                such a waiver, or (ii) thereafter and prior to the expiry of any
                Take-over Bid in respect of which a waiver is, or is deemed to
                have been, granted under this subsection 5.1(c).

        (d)     The Board of Directors may waive the application of Section 3.1
                to a Flip-in Event provided that the following conditions are
                satisfied:

                (i)     the Board of Directors has determined that the Acquiring
                        Person became an Acquiring Person by inadvertence and
                        without any intention to become, or knowledge that it
                        would become, an Acquiring Person; and

                (ii)    such Acquiring Person has reduced its Beneficial
                        Ownership of Common Shares such that at the time of the
                        waiver pursuant to this subsection 5.1(d), it is no
                        longer an Acquiring Person.

        (e)     If a Person acquires, pursuant to a Permitted Bid or a Competing
                Permitted Bid or pursuant to an Exempt Acquisition occurring
                under subsection 5.1(c) hereof, more than 50% of the outstanding
                Common Shares other than Common Shares Beneficially Owned at the
                date of such Permitted Bid, Competing Permitted Bid or Exempt
                Acquisition by such Person, the Board of Directors of the
                Corporation shall, notwithstanding the provisions of subsection
                5.1(a) hereof, immediately upon such acquisition and without
                further formality be deemed to have elected to redeem the Rights
                at the Redemption Price.

        (f)     If the Board of Directors elects to or is deemed to have elected
                to redeem the Rights and, in circumstances where subsection
                5.1(a) is applicable, the requisite consent is given by the
                holders of Common Shares or Rights, as applicable, (i) the right
                to exercise the Rights will thereupon, without further action
                and without notice, terminate and the only right thereafter of
                the holders of Rights shall be to receive the Redemption Price,
                and (ii) no further Rights shall thereafter be issued.

        (g)     Within 10 Business Days of the Board of Directors electing or
                having been deemed to have elected to redeem the Rights or, if
                subsection 5.1(a), is applicable, within 10 Business Days after
                the requisite consent being given by the holders of Common
                Shares or Rights, as applicable, the Corporation shall give
                notice of redemption to the holders of the then outstanding
                Rights by mailing such notice to each such holder at his last
                address as it appears upon the Rights Register of the

<PAGE>

                                      -36-

                Rights Agent, or, prior to the Separation Time, on the share
                register maintained by the Corporation's transfer agent. Each
                such notice of redemption shall state the method by which the
                payment of the Redemption Price shall be made.

        (h)     Where a Take-over Bid that is not a Permitted Bid or Competing
                Permitted Bid expires, is withdrawn or otherwise terminated
                after the Separation Time has occurred and prior to the
                occurrence of a Flip-in Event, the Board of Directors may elect
                to redeem all of the outstanding Rights at the Redemption Price.

        (i)     The Corporation shall give prompt written notice to the Rights
                Agent of any waiver of the application of Section 3.1 made by
                the Board of Directors under this Section 5.1.

        (j)     Upon the rights being redeemed pursuant to section 5.1(h), all
                the provisions of this Agreement shall continue to apply as if
                the Separation Time had not occurred and Rights Certificates
                representing the number of Rights held by each holder of record
                of Common Shares as of the Separation Time had not been mailed
                to each such holder and for all purposes of this Agreement, the
                Separation Time shall be deemed not to have occurred.

5.2     EXPIRATION

        No Person shall have any rights pursuant to this Agreement or any Right
after the Expiration Time, except as provided in Section 4.1 hereof.

5.3     ISSUANCE OF NEW RIGHTS CERTIFICATES

        Notwithstanding any of the provisions of this Agreement or of the Rights
to the contrary, the Corporation may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by the Board of
Directors to reflect any adjustment or change in the number or kind or class of
Shares purchasable upon exercise of Rights made in accordance with the
provisions of this Agreement.

5.4     SUPPLEMENTS AND AMENDMENTS

        (a) The Corporation may make, without the approval of the holders of
Rights or Common Shares, any supplements or amendments to this Agreement (i)
specifically contemplated in subsections 2.10(f) or any other provision hereof,
(ii) to correct any clerical or typographical error, or (iii) which are required
to maintain the validity and effectiveness of the Agreement as a result of any
change in any applicable laws, rules or regulatory requirements. The Corporation
may, prior to the date of any shareholders meeting referred to in Section 5.17,
supplement, amend, vary or delete any of the provisions of this Agreement
without the approval of any holder of Rights or Common Shares (whether or not
such action would materially adversely affect the interests of the holders of
Rights generally), where the Board of Directors deems (in good faith) such
action necessary or desirable. Notwithstanding anything in this Section 5.4 to
the contrary, no amendment shall be made to the provisions of Article IV except
with the written concurrence of the Rights Agent to such supplement or
amendment.


<PAGE>

                                      -37-

        (b) Subject to subsection 5.4(a), the Corporation, with the prior
consent of the holders of Common Shares obtained as set forth below, at any time
before the Separation Time, may redeem Rights pursuant to subsection 5.1(a),
waive a Flip-in Event pursuant to subsection 5.1(b) or otherwise amend, vary or
rescind any of the provisions of this Agreement and the Rights (whether or not
such action would materially adversely affect the interests of the holders of
Rights generally). Such consent shall be deemed to have been given if provided
by the holders of Common Shares at a special meeting called and held in
compliance with applicable laws, rules and regulatory requirements and the
requirements in the articles and by-laws of the Corporation. Subject to
compliance with any requirements imposed by the foregoing, consent shall he
given if the proposed amendment, variation or rescission is approved by the
affirmative vote of a majority of the votes cast by all Independent Shareholders
represented in person or by proxy at the special meeting.

        (c) The Corporation, with the prior consent of the holders of Rights
obtained as set forth below, at any time after the Separation Time and before
the Expiration Time, may redeem Rights pursuant to subsection 5.1(a) or
otherwise amend, vary or rescind any of the provisions of this Agreement and the
Rights (whether or not such action would materially adversely affect the
interests of the holders of Rights generally). Such consent shall be deemed to
have been given if provided by the holders of Rights at a special meeting of
holders of Rights called and held in compliance with applicable laws, rules and
regulatory requirements and, to the extent possible, with the requirements in
the articles and by-laws of the Corporation applicable to meetings of holders of
Common Shares, applied MUTATIS MUTANDIS. Subject to compliance with any
requirements imposed by the foregoing, consent shall be given if the proposed
amendment, variation or rescission is approved by the affirmative vote of a
majority of the votes cast by holders of Rights (other than holders of Rights
whose Rights have become null and void pursuant to subsection 3.1(b)),
represented in person or by proxy at the special meeting.

        (d) Any amendments made by the Corporation to this Agreement pursuant to
subsection 5.4(a) which are required to maintain the validity and effectiveness
of this Agreement as a result of any change in any applicable laws, rules or
regulatory requirements shall:

        (i)     if made before the Separation Time, be submitted to the holders
                of Common Shares at the next meeting of shareholders and the
                shareholders may, by the majority referred to in subsection
                5.4(b), confirm or reject such amendment;

        (ii)    if made after the Separation Time, be submitted to the holders
                of Rights at a meeting to be called in accordance with the
                provisions of Section 5.4(c) hereof.

        (e) The Corporation shall be required to provide the Rights Agent with
notice in writing of any such amendment, rescission or variation to this
Agreement as referred to in this Section 5.4 within five days or effecting such
amendment, rescission or variation.

        Any such amendment shall be effective from the date of the resolution of
the Board of Directors adopting such amendment (unless the Board of Directors
stipulates that such amendment is to become effective at a later date), until it
is confirmed or rejected or until it

<PAGE>

                                      -38-

ceases to be effective (as described in the next sentence) and, where such
amendment is confirmed, it continues in effect in the form so confirmed. If such
amendment is rejected by the shareholders of the Corporation or the holders of
Rights or is not submitted to the shareholders of the Corporation or holders of
Rights as required, then such amendment shall cease to be effective from and
after the termination of the meeting at which it was rejected or to which it
should have been but was not submitted or if such a meeting of the holders of
Rights is not called within a period of 90 days of the making of any such
agreement, at the end of such period, and no subsequent resolution of Board of
Directors to amend this Agreement to substantially the same effect shall be
effective until confirmed by the shareholders of the Corporation or holders of
Rights as the case may be.

5.5     FRACTIONAL RIGHTS AND FRACTIONAL COMMON SHARES

        (a) The Corporation shall not be required to issue fractions of Rights
or to distribute Right Certificates which evidence fractional Rights. In lieu of
issuing fractional Rights, the Corporation shall pay to the registered holders
of the Right Certificates, at the time such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the Market Price of
one whole Right that the fraction of a Right that would otherwise be issuable is
of one whole Right. The Rights Agent shall have no obligation to make any
payments in lieu of fractional Rights unless the Corporation shall have provided
the Rights Agent with the necessary funds to pay in full all amounts payable in
accordance with Section 2.2(e). The Rights Agent shall have no obligation to
make any payments in lieu of fractional Rights unless the Corporation shall have
provided the Rights Agent with the necessary funds to pay in full all amounts
payable in accordance with Section 2.2(e).

        (b) The Corporation shall not be required to issue fractions of Common
Shares upon exercise of the Rights or to distribute certificates which evidence
fractional Common Shares. In lieu of issuing fractional Common Shares, the
Corporation shall pay to the registered holders of Right Certificates at the
time such Rights are exercised as herein provided, an amount in cash equal to
the same fraction of the Market Price of one Common Share that the fraction of a
Common Share that would otherwise be issuable upon the exercise of such Right is
of a whole Common Share. The Rights Agent shall have no obligation to make any
payments in lieu of fractional Common Shares unless the Corporation shall have
provided the Rights Agent with the necessary funds to pay in full all amounts
payable in accordance with Section 2.2(e).

5.6     RIGHTS OF ACTION

        Subject to the terms of this Agreement, rights of action in respect of
this Agreement, other than rights of action vested solely in the Rights Agent,
are vested in the respective holders of the Rights, and any holder of any
Rights, without the consent of the Rights Agent or of the holder of any other
Rights may, on such holder's own behalf and for such holder's own benefit and
the benefit of other holders of Rights, enforce, and may institute and maintain
any suit, action or proceeding against the Corporation to enforce, or otherwise
act in respect of, such holder's right to exercise such holder's Rights in the
manner provided in such holder's Rights Certificate and in this Agreement.
Without limiting the foregoing or any remedies available to the holders of
Rights, it is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement and will be
entitled to specific

<PAGE>

                                      -39-

performance of the obligations under, and injunctive relief against actual or
threatened violations of the obligations of any Person subject to, this
Agreement.

5.7     HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER

        No holder, as such, of any Rights shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of Common Shares or any other
securities which may at any time be issuable on the exercise of such Rights, nor
shall anything contained herein or in any Rights Certificate be construed to
confer upon the holder of any Rights, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in Section
5.8 hereof), or to receive dividends or subscription rights, or otherwise, until
such Rights shall have been exercised in accordance with the provisions hereof.

5.8     NOTICE OF PROPOSED ACTIONS

        If after the Separation Time and prior to the Expiration Time:

        (i)     there shall occur an adjustment in the Rights attaching to the
                Rights pursuant to Section 3.1 as a result of the occurrence of
                a Flip-in Event; or

        (ii)    the Corporation proposes to effect the liquidation, dissolution
                or winding up of the Corporation or the sale of all or
                substantially all of the Corporation's assets;

then, in each such case, the Corporation shall give to each holder of a Right,
in accordance with Section 5.9, a notice of such event or proposed action, which
shall specify the date on which such change to the Rights, liquidation,
dissolution or winding up occurred or is to take place, and such notice shall be
so given within 10 Business Days after the occurrence of a change to the Rights
and not less than 20 Business Days prior to the date of taking such proposed
action by the Corporation.

5.9     NOTICES

        Any notice, demand or other communication required or permitted to be
given or made by the Rights Agent or by the holder of any Rights to or on the
Corporation or by the Corporation or by the holder of any Rights to or on the
Rights Agent shall be in writing and shall be well and sufficiently given or
made if:

        (i)     delivered in person during normal business hours on a Business
                Day and left with the receptionist or other responsible employee
                at the relevant address set forth below; or

        (ii)    except during any general interruption of postal services due to
                strike, lockout or other cause, sent by first-class mail; or

        (iii)   sent by telegraph, facsimile or other form of recorded
                electronic communication, charges prepaid and confirmed in
                writing as aforesaid;


<PAGE>

                                      -40-

if to the Corporation, addressed to it at:

                  Kinross Gold Corporation
                  Scotia Plaza, 40 King Street West
                  52nd Floor
                  Toronto, Ontario  M5H 3Y2

                  Attention:  Shelley Riley,
                              Vice President, Administration and Corporate
                                Secretary
                  Fax No.:    416-363-6612

and if to the Rights Agent, addressed to it at:

                  Computershare Investor Services Inc.
                  100 University Avenue, 8th Floor
                  Toronto, Ontario    M5J 2Y1

                  Attention:  Paul Allen
                  Fax No.:    416-263-9261

Notices, demands or other communications required or permitted to be given or
made by the Corporation or the Rights Agent to or on the holder of any Rights
shall be in writing and shall be well and sufficiently given or made if
delivered personally to such holder or delivered or mailed by first class mail
to the address of such holder as it appears on the Rights Register maintained by
the Rights Registrar, or, prior to the Separation Time, in the register of
Shareholders maintained by the transfer agent for the Common Shares.

        Any notice so given or made shall be deemed to have been given and to
have been received on the day of delivery, if so delivered; on the third
Business Day (excluding each day during which there exists any general
interruption of postal service due to strike, lockout, or other cause) following
the mailing thereof, if so mailed; and on the day of telegraphing, telecopying
or sending of the same by other means of recorded electronic communication
(provided such sending is during the normal business hours of the addressee on a
Business Day and if not, on the first Business Day thereafter). Each of the
Corporation and the Rights Agent may from time to time change its address for
notice by notice to the other given in the manner aforesaid.

5.10    COSTS OF ENFORCEMENT

        The Corporation agrees that if the Corporation fails to fulfill any of
its obligations pursuant to this Agreement, then the Corporation shall reimburse
the holder of any Rights for the costs and expenses (including reasonable legal
fees) incurred by such holder and actions to enforce his rights pursuant to any
Rights or this Agreement.


<PAGE>

                                      -41-

5.11    SUCCESSORS

        All the covenants and provisions of this Agreement by or for the benefit
of the Corporation or the Rights Agent shall bind and inure to the benefit of
their respective successors and permitted assigns hereunder.

5.12    BENEFITS OF THIS AGREEMENT

        Nothing in this Agreement shall be construed to give to any Person other
than the Corporation, the Rights Agent and the holders of the Rights any legal
or equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Corporation, the Rights Agent
and the holders of the Rights.

5.13    GOVERNING LAW

        This Agreement and each Right issued hereunder shall be deemed to be a
contract made under the laws of the Province of Ontario and for all purposes
shall be governed by and construed in accordance with the laws of such Province
applicable to contracts to be made and performed entirely within such Province.

5.14    COUNTERPARTS

        This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.

5.15    SEVERABILITY

        If any term or provision hereof or the application thereof to any
circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable.

5.16    DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS

        All actions, calculations and determinations (including all omissions
with respect to the foregoing) which are done or made by the Board of Directors,
in good faith, shall not subject the Board of Directors to any liability to the
holders of the Rights.

5.17    EFFECTIVE DATE

        This Agreement is effective in accordance with its terms from the date
hereof; provided that unless confirmed by ordinary resolution passed by a
majority of the votes cast by Independent Shareholders present in person or
voting by proxy and who vote in respect of confirmation of this Agreement at a
special meeting of shareholders of the Corporation to be held not later than
September 29, 2006, this Agreement shall be of no further force or effect and

<PAGE>

                                      -42-

all Rights issued hereunder shall be void from the first to occur of (i) the
termination of such meeting, and (ii) the Close of Business (Toronto time) on
September 29, 2006.

5.18    APPROVAL OF HOLDERS OF RIGHTS

        If, after the Separation Time, the approval of holders of Rights is
required in respect of a supplement or amendment to this Agreement made pursuant
to Section 5.4 hereof, the Board of Directors shall, within 31 days after the
implementation of any such supplement or amendment, call a special meeting of
the holders of Rights to consider, and if thought fit, to pass a resolution
approving the supplement or amendment, and such supplement or amendment shall be
deemed to have been approved if such resolution receives the affirmative vote of
a majority of the votes cast by holders of Rights represented at the meeting in
person or by proxy excluding any Rights which are then void pursuant to the
provisions of subsection 3.1(b) hereof. In respect of any such meeting required
to be held:

        (i)     the Board of Directors shall fix a date for the meeting, which
                date shall be as soon as practicable after the implementation of
                any supplement or amendment requiring approval, but not more
                than 110 days thereafter;

        (ii)    the Board of Directors of the Corporation shall fix a record
                date for determining the holders of Rights entitled to receive
                notice of such meeting in a manner analogous to the procedures
                set out in National Instrument 54-101 of the Canadian Securities
                Administrators (as such policy may be amended or replaced from
                time to time, and as required in order to conform to the
                requirements of any applicable securities legislation or policy)
                and the rules of any stock exchange on which the Common Shares
                are then listed, and the articles and by-laws of the
                Corporation; and

        (iii)   each Right shall be entitled to one vote at such meeting and, in
                all other respects, the rules applicable to meetings of
                shareholders set forth in the articles and by-laws of the
                Corporation shall apply in respect of such meeting of holders of
                Rights, MUTATIS MUTANDIS.

5.19    DECLARATION AS TO NON-CANADIAN AND NON-UNITED STATES HOLDERS

        If, upon the advice of outside counsel, any action or event contemplated
by this Agreement would require compliance with the securities laws or
comparable legislation of a jurisdiction outside of Canada and the United States
of America, the Board of Directors acting in good faith may take such actions as
it may deem appropriate to ensure that such compliance is not required,
including without limitation establishing procedures for the issuance to a
Canadian resident Fiduciary of Rights or securities issuable on exercise of
Rights, the holding thereof in trust for the Persons entitled thereto (but
reserving to the Fiduciary or to the Fiduciary and the Corporation, as the
Corporation may determine, absolute discretion with respect thereto) and the
sale thereof and remittance of the proceeds of such sale, if any, to the Persons
entitled thereto. In no event shall the Corporation or the Rights Agent be
required to issue or deliver Rights or securities issuable on exercise of Rights
to Persons who are citizens, residents or nationals of any jurisdiction other
than Canada and any province or territory thereof and the United States of

<PAGE>

                                      -43-

America and any state thereof in which such issue or delivery would be unlawful
without registration of the relevant Persons or securities for such purposes.

5.20    REGULATORY APPROVALS

        Any obligation of the Corporation or action or event contemplated by
this Agreement, or any amendment or supplement to this Agreement, shall be
subject to receipt of any requisite approval or consent from any governmental or
regulatory authority having jurisdiction including the Toronto Stock Exchange
while any securities of the Corporation are listed and posted for trading
thereon and for a period of 6 months thereafter.

5.21    U.S. REGISTRATION

        Notwithstanding anything to the contrary, no Rights shall be deemed
issued until a registration of the Rights under Section 12(b) of the U.S.
Securities Exchange Act of 1934, as amended, is effective, but, regardless of
when that registration shall become effective, the Rights shall be effective in
accordance with Section 2 in respect of each Common Share outstanding as the
Record Time and each Common Share that may be issued after the Effective Time
and prior to the earlier of the Separation Time and the Expiration Time.

5.22    TIME OF THE ESSENCE

        Time shall be of the essence in this Agreement.


<PAGE>

                                      -44-


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written,

                                            KINROSS GOLD CORPORATION


                                            By: "TYE BURT"
                                               ------------------------------

                                            By: "SHELLEY RILEY"
                                               ------------------------------

                                            COMPUTERSHARE INVESTOR SERVICES INC.


                                            By: "PAUL ALLEN"
                                               ------------------------------

                                            By: "FLORENCE SMITH"
                                               ------------------------------


<PAGE>




                                   EXHIBIT "A"

                          [FORM OF RIGHTS CERTIFICATE]

CERTIFICATE NO.____                                              ________ RIGHTS

        THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION,
        ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
        CIRCUMSTANCES (SPECIFIED IN THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY
        OWNED BY AN ACQUIRING PERSON OR ANY PERSON ACTING JOINTLY OR IN CONCERT
        WITH AN ACQUIRING PERSON OR WITH AN ASSOCIATE OR AFFILIATE OF AN
        ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR
        TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME VOID WITHOUT FURTHER
        ACTION.

                               RIGHTS CERTIFICATE

        This certifies that          , or registered assigns, is the registered
holder of the number of Rights set forth above, each of which entities the
registered holder thereof, subject to the terms, provisions and conditions of an
Amended Rights Agreement made as of May 4, 2006 (the "Rights Agreement") between
KINROSS GOLD CORPORATION, a corporation amalgamated under the BUSINESS
CORPORATIONS ACT (Ontario) (the "Corporation"), and Computershare Investor
Services Inc., as Rights Agent, to purchase from the Corporation at any time
after the Separation Time and prior to the Expiration Time (as such terms are
defined in the Rights Agreement), one fully paid common share in the capital of
the Corporation (a "Common Share") (subject to adjustment as provided in the
Rights Agreement) at the Exercise Price referred to below, upon presentation and
surrender of this Rights Certificate with a duly completed and executed Form of
Election to Exercise at the principal office of the Rights Agent in any of the
Cities of Toronto, Montreal, Winnipeg, Calgary or Vancouver, Canada. The
Exercise Price shall initially be $90 per Right and shall be subject to
adjustment in certain events as provided in the Rights Agreement.

        This Rights Certificate is subject to all the terms, provisions and
conditions of the Rights Agreement which terms, provisions and conditions are
hereby incorporated herein by this reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Rights Agent, the Corporation and the holders of the Rights Certificates. Copies
of the Rights Agreement are on file at the registered office of the Corporation
and are available upon written request.

        This Rights Certificate, with or without other Rights Certificates, upon
surrender at any office of the Rights Agent or any Co-Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing an aggregate number of Rights
equal to the aggregate number of Rights evidenced by the Rights Certificate or
Rights Certificates so surrendered. If this Rights Certificate shall be
exercised in

<PAGE>

                                      -2-

part, the registered holder shall be entitled to receive, upon surrender hereof,
another Rights Certificate or Rights Certificates for the number of whole Rights
not exercised.

        Subject to the provision of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Corporation at a redemption price of
$0.00001 per Right.

        No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby nor will Rights Certificates be issued for less
than one whole Right. In lieu thereof, a cash payment will be made as provided
in the Rights Agreement.

        No holder of this Rights Certificate, as such, shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of Common Shares or
of any other securities which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been exercised
as provided in the Rights Agreement.

        This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

        WITNESS the facsimile signature of the proper officers of the
Corporation and its corporate seal.

Date:
      -------------------------------------------

ATTEST:                                              KINROSS GOLD CORPORATION


                                                     By:
                                                           ---------------------

                                                     By:
                                                           ---------------------


Countersigned:

COMPUTERSHARE INVESTOR SERVICES INC.




By:
   ----------------------
     Authorized Signature



<PAGE>


                  [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
              holder desires to transfer the Rights Certificates.)

FOR VALUE RECEIVED _____________________________________________________________

hereby sells, assigns and transfers

unto ___________________________________________________________________________

________________________________________________________________________________
                  (Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _____________ Attorney, to
transfer the within Rights Certificate on the books of the within-named
Corporation, with full power of substitution.

Dated: __________________________________________

Signature Guaranteed
                                                     ___________________________
                                                     Signature

(Signature must correspond to name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any change
whatsoever)

(Signature must be guaranteed by a Canadian Schedule I chartered bank, or a
financial institution that is a member of a recognized Medallion Signature
Guarantee Program (STAMP).

- --------------------------------------------------------------------------------

                            (To be completed if true)
                                  CERTIFICATION

        THE UNDERSIGNED HEREBY REPRESENTS AND CERTIFIES, FOR THE BENEFIT OF ALL
HOLDERS OF RIGHTS AND COMMON SHARES, THAT THE RIGHTS EVIDENCED BY THIS RIGHTS
CERTIFICATE ARE NOT, AND, TO THE KNOWLEDGE OF THE UNDERSIGNED, HAVE NOT BEEN,
BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY PERSON ACTING JOINTLY OR IN
CONCERT WITH ANY ACQUIRING PERSON OR WITH ANY AFFILIATE OR ASSOCIATE THEREOF
(ALL AS DEFINED IN THE RIGHTS AGREEMENT).


- --------------------------------------------------------------------------------
Signature

- --------------------------------------------------------------------------------


                                     NOTICE

        IN THE EVENT THE CERTIFICATION SET FORTH ABOVE IS NOT COMPLETED IN
CONNECTION WITH A PURPORTED ASSIGNMENT, THE BENEFICIAL OWNER OF THE RIGHTS
EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE DEEMED TO BE AN ACQUIRING PERSON OR
A PERSON ACTING JOINTLY OR IN CONCERT WITH SUCH ACQUIRING PERSON OR AN AFFILIATE
OR ASSOCIATE OF SUCH ACQUIRING PERSON (ALL AS DEFINED IN THE RIGHTS AGREEMENT)
AND ACCORDINGLY THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE NULL AND
VOID.


<PAGE>


                   [To be attached to each Rights Certificate]

                          FORM OF ELECTION TO EXERCISE

                      (To be executed if holder desires to
                        exercise the Rights Certificate.)

TO:

        The undersigned hereby irrevocably elects to exercise ________________
whole Rights represented by the attached Rights Certificate to purchase the
Shares issuable upon the exercise of such Rights and requests that certificates
for such Shares be issued in the name of:

- --------------------------------------------------------------------------------

Address:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Social Insurance, Social Security or
Other Taxpayer Identification Number:
                                      ------------------------------------------

If such number of Rights shall not be all the whole Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such whole
Rights shall he registered in the name of and delivered to:

Address:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Social Insurance, Social Security or
Other Taxpayer Identification Number:
                                     -------------------------------------------

Dated:
      -------------------------------



Signature Guaranteed:
                                                    ----------------------------
                                                    Signature

                                                    (Signature must correspond
                                                    to name as written upon the
                                                    face of this Rights
                                                    Certificate in every
                                                    particular, without
                                                    alteration or enlargement or
                                                    any change whatsoever)

<PAGE>

                                      -2-

        (Signature must be guaranteed by a Canadian Schedule I chartered bank,
or a financial institution that is a member of a recognized Medallion Signature
Guarantee Program (STAMP).


- --------------------------------------------------------------------------------
                            (TO BE COMPLETED IF TRUE)

                                  CERTIFICATION

        THE UNDERSIGNED HEREBY REPRESENTS, FOR THE BENEFIT OF SILL HOLDERS OF
RIGHTS AND SHARES, THAT THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE ARE NOT,
AND, TO THE KNOWLEDGE OF THE UNDERSIGNED, HAVE NEVER BEEN, BENEFICIALLY OWNED BY
AN ACQUIRING PERSON OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY
ACQUIRING PERSON OR WITH ANY AFFILIATE OR ASSOCIATE THEREOF (ALL AS DEFINED IN
THE RIGHTS AGREEMENT).

                                                     ---------------------------
                                                     SIGNATURE

                                     NOTICE

        IN THE EVENT THE CERTIFICATION SET FORTH ABOVE IS NOT COMPLETED IN
CONNECTION WITH A PURPORTED EXERCISE, THE BENEFICIAL OWNER OF THE RIGHTS
EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE DEEMED TO BE AN ACQUIRING PERSON OR
A PERSON ACTING JOINTLY OR IN CONCERT WITH AN ACQUIRING PERSON OR AN AFFILIATE
OR ASSOCIATE OF AN ACQUIRING PERSON (ALL AS DEFINED IN THE RIGHTS AGREEMENT) AND
ACCORDINGLY WILL DEEM THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE
NULL AND VOID.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
