<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10-3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3


                DIRECTORS AND OFFICERS' INDEMNIFICATION AGREEMENT


         This Indemnification Agreement (the "Agreement") dated as of the 4th
day of May, 2006.

B E T W E E N:

                  *
                  of the City of *, in the
                  Province of *

                  (hereinafter referred to as the "Indemnified Party"),

                                                              OF THE FIRST PART,

                  - and -

                  KINROSS GOLD CORPORATION
                  a corporation existing under the laws
                  of Ontario

                  (hereinafter referred to as the "Corporation"),

                                                              OF THE SECOND PART
WHEREAS:

(a)      the Corporation desires to attract and retain the services of highly
         qualified individuals such as the Indemnified Party to serve as
         directors and/or officers of the Corporation;

(b)      in order to attract such individuals the Corporation desires to provide
         them with the maximum protection permitted by applicable law against
         liabilities they may incur in their capacities as directors and/or
         officers of the Corporation or in any other capacity in which they may
         act at the request of the Corporation;

(c)      the Corporation desires to provide the Indemnified Party with such
         maximum protection.

         NOW THEREFORE in consideration of the premises, the payment by each
party to the other of the sum of $1.00 in lawful money of Canada (receipt of
which is hereby acknowledged), the respective covenants of each party set forth
in this Agreement and other good and valuable consideration (the sufficiency of
which is acknowledged), the parties hereby agree as follows:

<PAGE>

                                      -2-

SECTION 1         DEFINITIONS

         In this Agreement:

         "ACT" means the Business Corporations Act (Ontario), as in force from
         time to time during the term of this Agreement;

         "AGENT" means any person who is or was a director, officer, employee or
         other agent of the Corporation, or is or was serving at the request of
         the Corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust, body corporate,
         employee benefit plan or other entity or enterprise (the Corporation
         and such other corporation, partnership, joint venture, trust, body
         corporate, employee benefit plan or other entity or enterprise being
         hereinafter referred to as the "Subject Entity");

         "BOARD" means the board of directors of the Corporation;

         "EXPENSES" means, without limitation, lawyers' fees and disbursements
         and any expenses of establishing a right to indemnification under this
         Agreement, the Act or otherwise; and

         "PROCEEDING" means any threatened, pending, contemplated or completed
         action, suit or proceeding, whether a civil, criminal, administrative,
         investigative or other proceeding, including any appeal therefrom, to
         which the Indemnified Party is or was a party or is threatened to be
         made a party by reason of the fact that the Indemnified Party is or was
         an Agent of the Corporation or by reason of anything done or not done
         by him in such capacity.

SECTION 2         AGREEMENT TO SERVE

         In consideration of the protection afforded by this agreement, the
Indemnified Party agrees to serve as a director and/or an officer of the
Corporation, provided that nothing in this Agreement shall prohibit the
Indemnified Party from resigning as such at any time. If the Indemnified Party
is an employee or agent of the Corporation, nothing contained in this Agreement
is intended to create, and shall not create, in the Indemnified Party any right
to continued employment.

SECTION 3         INDEMNIFICATION

(1)      INDEMNITY. The Corporation shall indemnify the Indemnified Party,
         effective from the date the Indemnified Party was first elected to the
         Board or appointed an officer of the Corporation, against any and all
         Expenses, judgments, fines, penalties, settlements and any other
         amounts actually and reasonably incurred by the Indemnified Party in
         connection with any Proceeding to the full extent permitted by the Act
         if,

<PAGE>

                                      -3-

              (a)          the Indemnified Party acted honestly and in good
                           faith with a view to the best interests of the
                           Subject Entity; and

              (b)          in the case of a criminal or administrative action or
                           proceeding that is enforced by a monetary penalty,
                           the Indemnified Party had reasonable grounds for
                           believing that his or her conduct was lawful (such
                           sections 3(1)(a) and (b) being herein collectively
                           referred to as the "Conditions").

         No determination in any Proceeding against the Indemnified Party by
         judgment, order, settlement (with or without court approval) or
         conviction shall, of itself, create a presumption that the Indemnified
         Party did not meet the Conditions.

         Notwithstanding any other provision of this Agreement to the contrary,
         to the extent that the Indemnified Party is, by reason of the
         Indemnified Party's corporate status with respect to the Corporation or
         Agent, a witness or otherwise participates in any action, suit or
         proceeding at a time when the Indemnified Party is not a party in the
         action, suit or proceeding, the Corporation shall indemnify the
         Indemnified Party against all expenses (including Expenses) actually
         and reasonably incurred by the Indemnified Party or on the Indemnified
         Party's behalf in connection therewith.

         The Indemnified Party shall be presumed to be entitled to
         indemnification under this Agreement upon notice pursuant to Section
         3(2), and the Corporation shall have the burden of proof in overcoming
         that presumption in reaching a determination contrary to that
         presumption. Such presumption shall be used as a basis for a
         determination of entitlement to indemnification unless the Corporation
         overcomes such presumption by clear and convincing evidence.

(2)      NOTICE AND CO-OPERATION BY THE INDEMNIFIED PARTY. The Indemnified Party
         shall, as a condition precedent to his or her right to be indemnified
         under this Agreement, give the Corporation notice in writing as soon as
         practicable of the commencement or the threatened commencement of any
         Proceeding against the Indemnified Party for which indemnification will
         or could be sought under this Agreement, including with such notice
         such documentation and information as is reasonably available to the
         Indemnified Party and is reasonably necessary to determine whether and
         to what extent the Indemnified Party is entitled to indemnification. In
         addition, the Indemnified Party shall co-operate with the Corporation
         regarding such Proceeding as the Corporation may reasonably require and
         as shall be within the Indemnified Party's power. The Corporation
         shall, promptly upon receipt of such a request for indemnification,
         advise the Board in writing that the Indemnified Party has requested
         indemnification. Notice to the Corporation shall be directed to the
         Chairman of the Board of the Corporation or if the Indemnified Party is
         the Chairman of the Board, to the Chief Executive Officer of the
         Corporation, at the address set-out below (or such other address as the
         Corporation

<PAGE>

                                      -4-

         shall designate in writing to the Indemnified Party). The failure to
         promptly notify the Corporation of the commencement of the Proceeding,
         or the Indemnified Party's request for indemnification, will not
         relieve the Corporation from any liability that it may have to the
         Indemnified Party hereunder, except to the extent the Corporation is
         prejudiced in its defense of such Proceeding as a result of such
         failure.

(3)      PROCEDURE. Subject to the provisions of section 4 as to the advancement
         of Expenses, any indemnification provided for in this section 3 shall
         be paid no later than 45 days after receipt of written request of the
         Indemnified Party. If a claim under this Agreement, the Act, or any
         other statute, or any provision of the Corporation's articles or
         by-laws providing for indemnification is not paid in full by the
         Corporation within 45 days after a written request for payment thereof
         has first been received by the Corporation, the Indemnified Party may,
         but need not, at any time thereafter bring an action against the
         Corporation to recover the unpaid amount of the claim and, subject to
         section 14 of this Agreement, the Indemnified Party shall also be
         entitled to be paid the Expenses of bringing such action. The
         Corporation shall have as a defense to any such action (other than an
         action brought to enforce a claim for Expenses incurred in connection
         with any action, suit or proceeding in advance of its final
         disposition) that the Indemnified Party has not satisfied the
         Conditions. The burden of proving such defence shall be on the
         Corporation and the Indemnified Party shall be entitled to receive
         advances of Expenses pursuant to section 4 hereof unless and until it
         shall be finally adjudicated by court order or judgment from which no
         further right of appeal exists that such defence is available to the
         Corporation. It is the parties' intention that if the Corporation
         contests the Indemnified Party's right to indemnification, the question
         of the Indemnified Party's right to indemnification shall be for the
         court to decide, and neither the failure of the Corporation (including
         the Board, any committee or subgroup of the Board, independent legal
         counsel or the Corporation's shareholders) to have made a determination
         that indemnification of the Indemnified Party is proper in the
         circumstances because the Indemnified Party has met the Conditions, nor
         an actual determination by the Corporation (including the Board, any
         committee or subgroup of the Board, independent legal counsel, or the
         Corporations shareholders) that the Indemnified Party has not met the
         Conditions, shall create a presumption that the Indemnified Party has
         or has not met the Conditions.

(4)      NOTICE TO INSURERS. If, at the time of the receipt of a notice of a
         claim pursuant to section 3(2) hereof, the Corporation has directors',
         officers', employees' and/or agents' liability insurance in effect, the
         Corporation shall give prompt notice of such Proceeding to the insurers
         in accordance with the procedures set forth in the respective policies.
         The Corporation shall thereafter take all necessary or desirable action
         to cause such insurers to pay, on behalf of the Indemnified Party, all
         amounts payable as a result of such Proceeding in accordance with the
         terms of such policies.

<PAGE>

                                      -5-

(5)      SELECTION OF COUNSEL. In the event the Corporation shall be obligated
         under this Section 3 to indemnify the Indemnified Party, the
         Corporation shall be entitled to assume the defence of such Proceeding
         upon the delivery to the Indemnified Party of written notice of its
         election so to do. After delivery of such notice and the retention of
         counsel by the Corporation, the Corporation shall not be liable to the
         Indemnified Party under this Agreement for any fees of counsel
         subsequently incurred by the Indemnified Party with respect to the same
         Proceeding, provided that (i) the Indemnified Party shall have the
         right to employ his or her own counsel in any such Proceeding at the
         Indemnified Party's expense; and (ii) if (A) the employment of counsel
         by the Indemnified Party has been previously authorized by the
         Corporation, (B) the Indemnified Party shall have been advised in a
         written opinion of counsel acceptable to the Corporation, acting
         reasonably, addressed to the Indemnified Party and to the Corporation
         stating that there may be a conflict of interest between the
         Corporation and the Indemnified Party in the conduct of any such
         defence, or (C) the Corporation shall not, in fact, have employed
         counsel to assume the defense of such Proceeding, then the fees and
         expenses (including Expenses) of the Indemnified Party's counsel shall
         be borne by the Corporation.

(6)      INCOME TAX. Should any payment made to the Indemnified Party pursuant
         to this Agreement be deemed by any taxation authority in any
         jurisdiction to constitute a taxable benefit or otherwise be or become
         subject to any tax or levy, then the Corporation shall pay such greater
         amount as may be necessary to ensure that the amount received by or on
         behalf of the Indemnified Party, after payment of or withholding for
         such tax, is equal to the amount of the actual cost, expense or
         liability incurred by or on behalf of the Indemnified Party, such that
         this Agreement shall serve to indemnify the Indemnified Party against
         all liability for any and all such taxes.

SECTION 4         ADVANCES OF EXPENSES

         The Corporation shall advance all Expenses incurred by the Indemnified
Party in connection with the investigation, defence, settlement or appeal of any
Proceeding prior to the final disposition thereof upon receipt by the
Corporation of an undertaking by or on behalf of the Indemnified Party to repay
the Corporation such advanced amounts if it shall be determined ultimately that
the Indemnified Party is not entitled to be indemnified by the Corporation
hereunder and provided that the Indemnified Party offers reasonable proof of the
Indemnified Party's ability to repay such advanced amounts under such
circumstances and if it is not then contrary to applicable law for the
Corporation to do so. Notwithstanding the foregoing, however, such advances
shall not be made if it is determined (i) by a majority vote of a quorum of
disinterested directors of the Board (or by independent legal counsel, if such a
quorum is not obtainable); or (ii) by a court of competent jurisdiction that the
Indemnified Party acted in bad faith or deliberately breached his duty to the
Corporation and its shareholders and, as a result, it is more likely than not
that the Indemnified Party

<PAGE>

                                      -6-

will not be entitled to indemnification under the terms of this Agreement. The
advances of Expenses to be made hereunder shall be paid by the Corporation to
the Indemnified Party within 30 days following delivery of a written request
therefor by the Indemnified Party to the Corporation.

SECTION 5         ADDITIONAL INDEMNIFICATION RIGHTS: NON-EXCLUSIVITY

(1)      SCOPE. Notwithstanding any other provision of this Agreement, the
         Corporation hereby agrees to indemnify the Indemnified Party to the
         fullest extent permitted by law, notwithstanding that such
         indemnification is not specifically authorized by other provisions of
         this Agreement, the Act, the Corporation's articles, the Corporation's
         by-laws or by other statute. In the event of any change after the date
         of this Agreement in any applicable law, statute or rule which expands
         the right of an Ontario corporation to indemnify an Agent, such changes
         shall, without any formality, be within the purview of the Indemnified
         Party's rights and the Corporation's obligations under this Agreement.
         In the event of any change in applicable law, statute or rule which
         narrows the right of an Ontario corporation to indemnify an Agent such
         changes, to the extent not otherwise required by such law, statute or
         rule to be applied to this Agreement shall have no effect on this
         Agreement or the parties' rights and obligations hereunder.

(2)      NON-EXCLUSIVITY. The indemnification provided by this Agreement shall
         not be deemed exclusive of any rights to which the Indemnified Party
         may be entitled under the Corporation's articles, its by-laws, any
         other agreement by which the Corporation is bound, any vote of
         shareholders or disinterested directors, the Act or otherwise.

(3)      PARTIAL INDEMNIFICATION. If the Indemnified Party is entitled under any
         provision of this Agreement to indemnification by the Corporation for
         some or a portion of the Expenses, judgments, fines, penalties or
         settlements actually or reasonably incurred by the Indemnified Party in
         the investigation, defence, appeal or settlement of any Proceeding, but
         not, however, for the total amount thereof, the Corporation shall
         nevertheless indemnify the Indemnified Party for that portion for which
         the Indemnified Party is entitled to indemnification.

SECTION 6         MUTUAL ACKNOWLEDGEMENT

         Both the Corporation and the Indemnified Party acknowledge that in
certain instances applicable law or public policy may prohibit the Corporation
from indemnifying the Indemnified Party under this Agreement or otherwise. The
Indemnified Party understands and acknowledges that the Corporation has
undertaken or may be required in the future to undertake with the regulatory
authorities to submit the question of indemnification to a court in certain
circumstances for a determination of the Corporation's right under public policy
to indemnify the Indemnified Party.

<PAGE>

                                      -7-

SECTION 7         SETTLEMENT

(1)      DETERMINATION OF SETTLEMENT TERMS. The Corporation shall be entitled to
         settle any Proceeding against the Indemnified Party for which indemnity
         is sought by the Indemnified Party hereunder on terms and conditions
         determined by the Corporation, provided that:

                  (i)      the settlement does not involve any obligation or
                           liability of the Indemnified Party other than the
                           payment of a monetary amount;

                  (ii)     the Indemnified Party is indemnified in full against
                           payment of such monetary amount together with all
                           related Expenses, whether or not such Expenses would
                           otherwise be payable hereunder;

                  (iii)    the settlement is expressly stated to be made by the
                           Corporation on behalf of the Indemnified Party,
                           without any admission of liability by the Indemnified
                           Party; and

                  (iv)     the Indemnified Party receives a full and complete
                           release in respect of the Proceeding.

(2)      INDEMNIFIED PARTY CO-OPERATION. Provided that all of the conditions
         referred to in section 7(1) are met, the Indemnified Party shall
         execute all documents and do such other things as are reasonably
         requested by the Corporation to give effect to a settlement referred to
         in section 7(1).

SECTION 8         DIRECTORS' AND OFFICERS' LIABILITY INSURANCE AND SUBROGATION

The Corporation shall maintain a policy or policies of insurance with reputable
insurance companies providing the Agents of the Corporation with coverage from
losses from wrongful acts, or to insure the Corporation's performance of its
indemnification obligations under this Agreement. From time to time, the
Corporation may make a good faith determination whether or not it is practicable
for the Corporation to maintain such a policy or policies. Among other
considerations the Corporation will weigh the costs of monitoring or obtaining
such insurance coverage against the protection afforded by such coverage. In all
policies of Agents' liability insurance, the Indemnified Party shall be named as
an insured in such a manner as to provide the Indemnified Party the same rights
and benefits as are accorded to the most favourably insured of the Corporation's
directors, if the Indemnified Party is a director. Notwithstanding the
foregoing, the Corporation shall have no obligation to maintain (or obtain) such
insurance if the Corporation determines in good faith that such insurance is not
reasonably available, if the premium costs for such insurance are too high, if
the coverage provided by such insurance is limited by exclusions so as to
provide an insufficient benefit, or if the Indemnified Party is covered by
similar insurance maintained by a subsidiary or parent of the Corporation. In
the event the Corporation ceases to maintain the coverage contemplated in this
section, it

<PAGE>

                                      -8-

shall forthwith provide a notice in writing to the Indemnified Party.

In the event of any payment by the Corporation under this Agreement, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnified Party with respect to any insurance
policy, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to
enable the Corporation to bring suit to enforce such rights in accordance with
the terms of such insurance policy. The Corporation shall pay or reimburse all
expenses actually and reasonably incurred by the Indemnified Party in connection
with such subrogation.

SECTION 9         SEVERABILITY

         If any section, paragraph, clause or other provision of this Agreement
is determined by a court of competent jurisdiction to be invalid, illegal or
unenforceable, in whole or in part, such determination shall not affect or
impair and shall not be deemed to affect or impair the validity, legality or
enforceability of any other section, paragraph, clause or other provision hereof
and each such section, paragraph, clause or other provision shall be interpreted
in such a manner as shall render them valid, legal and enforceable to the
greatest extent permitted by applicable law.

SECTION 10        EXCEPTIONS

         Notwithstanding any other provision herein to the contrary, pursuant to
the terms of this Agreement the Corporation shall not be obligated:

         (i)      EXCLUDED ACTS. to indemnify the Indemnified Party for any acts
                  or omissions or transactions from which an officer may not be
                  relieved of liability as set forth in the Act; or

         (ii)     CLAIMS INITIATED BY THE INDEMNIFIED PARTY. to indemnify or
                  advance Expenses to the Indemnified Party with respect to
                  proceedings or claims initiated or brought voluntarily by the
                  Indemnified Party and not by way of defence, except with
                  respect to proceedings brought to establish or enforce a right
                  to indemnification under this Agreement, the Act or any other
                  statute or law unless such proceedings or claims were
                  authorized or consented to by the Board; or

         (iii)    LACK OF GOOD FAITH. to indemnify the Indemnified Party for any
                  Expenses incurred by the Indemnified Party with respect to any
                  Proceeding instituted to enforce or interpret this Agreement,
                  if a court of competent jurisdiction determines that any of
                  the material assertions made by the Indemnified Party in such
                  proceedings was not made in good faith or was frivolous; or

<PAGE>

                                      -9-

         (iv)     INSURED CLAIMS. to indemnify the Indemnified Party for
                  expenses or liabilities of any type whatsoever which have been
                  paid directly to the Indemnified Party by an insurance carrier
                  under a policy of Agents' liability insurance maintained by
                  the Corporation; or

         (v)      INSIDER TRADING/TIPPING VIOLATION(S). to indemnify the
                  Indemnified Party on account of any proceeding with respect to
                  which final judgment is rendered against the Indemnified Party
                  for, including, but not limited to, payment or an accounting
                  of profits arising from the purchase or sale by the
                  Indemnified Party of securities in violation of any laws
                  regulating insider trading or tipping; or

         (vi)     NON-COMPETE AND NON-DISCLOSURE. to indemnify the Indemnified
                  Party in connection with proceedings or claims involving the
                  enforcement of non-compete and/or non-disclosure agreements or
                  the non-compete and/or non-disclosure provisions of
                  employment, consulting or similar agreements the Indemnified
                  Party may be a party to with the Corporation, or any
                  subsidiary of the Corporation or any other applicable foreign
                  or domestic corporation, partnership, joint venture, trust or
                  other enterprise, if any; or

         (vii)    CERTAIN SETTLEMENT PROVISIONS. the Corporation shall have no
                  obligation to indemnify the Indemnified Party under this
                  Agreement for amounts paid in settlement of any Proceeding
                  without the Corporation's prior written consent, which shall
                  not be unreasonably withheld. The Corporation shall not settle
                  any Proceeding in any manner that would impose any fine or
                  other obligation on the Indemnified Party without the
                  Indemnified Party's prior written consent, which shall not be
                  unreasonably withheld; or

         (viii)   OTHER INDEMNIFICATION. to indemnify the Indemnified Party for
                  Expenses for which the Indemnified Party is indemnified by the
                  Corporation otherwise than pursuant to this Agreement.

SECTION 11        EFFECTIVENESS OF AGREEMENT; CONTINUATION OF INDEMNITY

(1)      EFFECTIVENESS. Nothing in this Agreement is intended to require or
         shall be construed as requiring the Corporation to do or fail to do any
         act in violation of applicable law. The Corporation's inability,
         pursuant to applicable law or court order, to perform its obligations
         under this Agreement shall not constitute a breach of this Agreement.

(2)      CONTINUATION. The indemnification and advancement of Expenses by the
         Corporation to the Indemnified Party provided for under this Agreement
         shall survive and continue after termination of the Indemnified Party
         as an officer, director, employee or other agent as to any acts or
         omissions by the Indemnified Party while serving in such capacity.

<PAGE>

                                      -10-

SECTION 12        COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute
one and the same instrument.

SECTION 13        SUCCESSORS AND ASSIGNS

         This Agreement shall be binding upon the Corporation and its successors
and assigns, and shall enure to the benefit of the Indemnified Party and the
Indemnified Party's estate, heirs, legal representatives and assigns.

SECTION 14        LEGAL EXPENSES

         If any action is instituted by the Indemnified Party under this
Agreement to enforce or interpret any of the terms hereof, the Indemnified Party
shall be entitled to be paid all court costs and expenses, including the
reasonable fees of counsel, incurred by the Indemnified Party with respect to
such action, unless as a part of such action, the court of competent
jurisdiction determines that any of the material assertions made by the
Indemnified Party as a basis for such action were not made in good faith or were
frivolous.

SECTION 15        NOTICES

         All notices, requests and other communications hereunder shall be in
writing, and shall be delivered by courier or other means of personal service,
or sent by telecopy or mailed first class, postage prepaid, by registered mail,
return receipt requested, in all cases, addressed to:

Indemnified Party:         *

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

                  Attention:  Geoffrey P. Gold
                  Facsimile:  (416) 363-6622

         All notices, requests and other communications shall be deemed given on
the date of actual receipt or delivery as evidenced by written receipt,
acknowledgement or other evidence of actual receipt or delivery to the address.

SECTION 16        CONSENTS TO JURISDICTION

         Any and all legal proceedings to enforce this Agreement, whether in
contract, tort, equity or otherwise, shall be brought in the appropriate court
in the Province of Ontario, and the parties hereto hereby agree to attorn to the
jurisdiction of the court in the Province of Ontario and waive any claim or
defence

<PAGE>

                                      -11-

that such forum is not convenient or proper. The Corporation and the
Indemnified Party each hereby agrees that any court shall have IN PERSONAM
jurisdiction over it, consents to service of process in any manner prescribed in
section 15 or in any other manner authorized by Ontario law, and agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
specified by law.

SECTION 17        ENTIRE AGREEMENT

         This Agreement and the documents expressly referred to herein
constitute the entire agreement between the parties hereto with respect to the
matters covered hereby, and any other prior or contemporaneous oral or written
understandings or agreements with respect to the matters covered hereby are
expressly superceded by this Agreement.

SECTION 18        MODIFICATION AND WAIVER

         No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.

SECTION 19        ENFORCEMENT

         The Corporation shall be precluded from asserting in any judicial
proceeding that the procedures and presumptions of this Agreement are not valid,
binding and enforceable. The Corporation agrees that its execution of this
Agreement shall constitute a stipulation by which it shall be irrevocably bound
in any court of competent jurisdiction in which a proceeding by the Indemnified
Party for enforcement of his rights hereunder shall have been commenced,
continued or appealed, that its obligations set forth in this Agreement are
unique and special, and that failure of the Corporation to comply with the
provisions of this Agreement will cause irreparable and irremediable injury to
the Indemnified Party, for which a remedy at law will be inadequate. As a
result, in addition to any other right or remedy the Indemnified Party may have
at law or in equity with respect to breach of this Agreement, the Indemnified
Party shall be entitled to injunctive or mandatory relief directing specific
performance by the Corporation of its obligations under this Agreement.

SECTION 20        GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario as applied to contracts between Ontario
residents entered into and performed entirely within Ontario.

<PAGE>

                                      -12-

SECTION 21        COUNTERPARTS

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument, notwithstanding that both parties are
not signatories to the original or same counterpart.

         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.

                                        KINROSS GOLD CORPORATION


                                        By:   __________________________________


                                        By:   __________________________________


Signed, sealed and delivered         )
       in the presence of            )
                                     )
____________________________________ )        __________________________________
Witness                              )        *
</TEXT>
</DOCUMENT>
