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NOVACOPPER INC.

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|-------------------------------
|2012 RESTRICTED SHARE UNIT PLAN
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EFFECTIVE NOVEMBER 29, 2012.

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NOVACOPPER INC.

2012 RESTRICTED SHARE UNIT PLAN

|1.  | PURPOSE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1 | This Plan has been established by the Corporation to
      assist the Corporation in the recruitment and retention of highly
      qualified employees and consultants by providing a means to reward
      superior performance, to motivate Participants under the Plan to achieve
      important corporate and personal objectives and, through the issuance of
      Share Units in the Corporation to Participants under the Plan, to better
      align the interests of Participants with the long-term interests of
      Shareholders.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.  | PLAN DEFINITIONS AND INTERPRETATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In this Plan, the following terms have the following
      meanings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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- 2 -

| | (g) | Corporation means NovaCopper Inc. and its
      respective successors and assigns, and any reference in the Plan to action
      by the Corporation means action by or under the authority of the Board or
      any person or committee that has been designated for the purpose by the
      Board including, without limitation, the Committee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | Designated Subsidiary means an entity (including
      a partnership) in which the Corporation holds, directly or indirectly, a
      majority voting interest and which has been designated by the Corporation
      for purposes of the Plan from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | Director means a director of the
    Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | Eligible Consultant means an individual, other
      than an Employee, that (i) is engaged to provide on a bona fidebasis consulting, technical, management or other services to the
      Corporation or any Designated Subsidiary under a written contract between
      the Corporation or the Designated Subsidiary and the individual or a
      company of which the individual consultant is an employee, (ii) in the
      reasonable opinion of the Corporation, spends or will spend a significant
      amount of time and attention on the affairs and business of the
      Corporation or a Designated Subsidiary, and (iii) does not provide
      services in connection with the offer or sale of securities in a
      capital-raising transaction and do not directly or indirectly promote or
      maintain a market for the registrant's securities;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | Employee means an employee of the Corporation or
      any of its Designated Subsidiaries or any combination or partnership of
      such corporations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) | Employer means the Corporation, the Designated
      Subsidiary or the combination or partnership of such corporations that
      employs the Participant or that employed the Participant immediately prior
      to the Participants Termination Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | Exchange Act means the U.S. Securities Exchange
      Act of 1934, as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (n) | Expiry Date means, with respect to Share Units
      granted to a Participant, the date determined by the Corporation for such
      purpose for such grant, which date shall be no later than the date which
      is two years after the Participants Termination Date and shall, in all
      cases, be in compliance with the requirements pertaining to the exception
      to the application of the salary deferral arrangement rules in paragraph
      248(1)(k) of the Income Tax Act(Canada), as such section may be
      amended or re- enacted from time to time;                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (o) | Fiscal Year means a fiscal year of the
      Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (p) | Grant Agreement means an agreement between the
      Corporation and a Participant under which Share Units are granted,
      together with such amendments, deletions or changes thereto as are
      permitted under the Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (q) | Grant Date of a Share Unit means the date a
      Share Unit is granted to a Participant under the Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (r) | Insider has the meaning provided for purposes of
      the TSX relating to Security Based Compensation Arrangements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (s) | Joint Actor means a person acting jointly or in
      concert with another person within the meaning of Section 96 of the
      Securities Act(British Columbia) or as such section may be amended
      or re-enacted from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (t) | Market Value with respect to a Share as at any
      date means the arithmetic average of the closing price of the Shares
      traded on the TSX for the five (5) trading days on which a board lot was
      traded immediately preceding such date (or, if the Shares are
      not then listed and posted for trading on the TSX, on such stock exchange
      on which the Shares are then listed and posted for trading as may be
      selected for such purpose by the Corporation). In the event that the
      Shares are not listed and posted for trading on any stock exchange, the
      Market Value shall be the Market Value of the Shares as determined by the
  Board in its discretion, acting reasonably and in good faith;                                                                                                                          

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- 3 -

| | (u)  | Participant means a bona fide full-time or
      part-time Employee, an Eligible Consultant or a Director who, in any such
      case, has been designated by the Corporation for participation in the
      Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (v)  | Payout Date means a date selected by the
      Corporation, in accordance with and as contemplated by Sections 3.2, 6.1
      and 7.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (w)  | Plan means this 2012 Restricted Share Unit
      Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (x)  | Reorganization means any (i) capital
      reorganization, (ii) merger, (iii) amalgamation, or (iv) arrangement or
      other scheme of reorganization;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (y)  | Rule 16b-3 means Rule 16b-3 promulgated by the
      Securities and Exchange Commission under the Exchange Act or any successor
      rule or regulation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (z)  | Section 409A means Section 409A of the U.S.
      Internal Revenue Code of 1986, as amended, and the Treasury
      Regulations promulgated thereunder as in effect from time to
  time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (aa) | Securities Act means the U.S. Securities Act of
      1933, as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (bb) | Security Based Compensation Arrangement has the
      meaning defined in the provisions of the TSX Company Manual relating to
      security based compensation arrangements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (cc) | Shareholders means the holders of
  Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (dd) | Shares mean common shares of the Corporation and
      includes any securities of the Corporation into which such common shares
      may be converted, reclassified, redesignated, subdivided, consolidated,
      exchanged or otherwise changed, pursuant to a Reorganization or
      otherwise;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ee) | Share Unit means a unit credited by means of an
      entry on the books of the Corporation to a Participant pursuant to the
      Plan, representing the right to receive, subject to and in accordance with
      the Plan, for each Vested Share Unit one Share or cash equal to the Market
      Value of one Share, at the time, in the manner, and subject to the terms,
      set forth in the Plan and the applicable Grant Agreement;                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ff) | Stock Exchange Rules means the applicable rules
      of any stock exchange upon which Shares are listed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (gg) | Termination Date means the date on which a
      Participant ceases, for any reason including resignation, termination,
      death or disability, to be an active Employee, an Eligible Consultant, or
      a Director, as the case may be, and, in the case of a Participant who is
      an Employee, where the employment is terminated by the Employer, whether
      wrongful or for cause or otherwise, such date shall be the date notice of
      termination is provided and, in the case of a Participant who is an
      Eligible Consultant, the date the written contract between the Eligible
      Consultant and the Corporation or any Designated Subsidiary is terminated
      or expires and the Eligible Consultant no longer provides services
      thereunder;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (hh) | TSX means the Toronto Stock Exchange;
  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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- 4 -

|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Vested Share Units shall mean Share Units in
      respect of which all vesting terms and conditions set forth in the Plan
      and the applicable Grant Agreement have been either satisfied or waived in
      accordance with the Plan.                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|2.2 | In this Plan, unless the context requires otherwise,
      words importing the singular number may be construed to extend to and
      include the plural number, and words importing the plural number may be
      construed to extend to and include the singular number.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|3.  | GRANT OF SHARE UNITS AND TERMS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|3.1 | The Corporation may grant Share Units to such Participant
      or Participants in such number and at such times as the Corporation may,
      in its sole discretion, determine, as a bonus or similar payment in
      respect of services rendered by the Participant for a Fiscal Year or
      otherwise as compensation, including as an incentive for future
      performance by the Participant.                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|3.2 | In granting any Share Units pursuant to Section 3.1, the
      Corporation shall designate:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the number of Share Units which are being granted to the
      Participant;                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any time based conditions as to vesting of the Share
      Units to become Vested Share Units;                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the Payout Date, which shall in no event be later than
      the Expiry Date and, unless otherwise determined on the Grant Date, shall
      be the third anniversary of the Grant Date; and                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the Expiry Date;                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|    | which shall be set out in the Grant Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|3.3 | The conditions may relate to all or any portion of the
      Share Units in a grant and may be graduated such that different
      percentages of the Share Units in a grant will become Vested Share Units
      depending on the extent of satisfaction of one or more such conditions.
      The Corporation may, in its discretion and having regard to the best
      interests of the Corporation, subsequent to the Grant Date of a Share
      Unit, waive any resulting conditions, provided that the waiver of such
      conditions will not accelerate the time of payment with respect to such
      Share Units, and the payout will occur on the Payout Date as set forth in
      the Grant Agreement or pursuant to Sections 7.1 or 8.3 of the Plan, if
      applicable.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|4.  | GRANT AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|4.1 | Each grant of a Share Unit will be set forth in a Grant
      Agreement containing terms and conditions required under the Plan and such
      other terms and conditions not inconsistent herewith as the Corporation
      may, in its sole discretion, deem appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|5.  | SHARE UNIT GRANTS AND ACCOUNTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|5.1 | An Account shall be maintained by the Corporation for
      each Participant. On the Grant Date, the Account will be credited with the
      Share Units granted to a Participant on that date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|6.  | PAYOUTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|6.1 | On each Payout Date, the Participant shall be entitled to
      receive, and the Corporation shall issue or provide, a payout with respect
      to those Vested Share Units in the Participants Account to which the
      Payout Date relates, in one of the following forms:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | subject to shareholder approval of this Plan and the
      limitations set forth in Section 11.2 below, Shares issued from treasury
      equal in number to the Vested Share Units in the Participants Account to
      which the Payout Date relates, subject to any applicable deductions and
      withholdings;

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- 5 -

| | (b) | subject to and in accordance with any Applicable Law,
      Shares purchased by an independent administrator of the Plan in the open
      market for the purposes of providing Shares to Participants under the Plan
      equal in number to the Vested Share Units in the Participants Account to
      which the Payout Date relates, subject to any applicable deductions and
      withholdings;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | the payment of a cash amount to a Participant on the
      Payout Date equal to the number of Vested Share Units in respect of which
      the Corporation makes such a determination, multiplied by the Market Value
      on the Payout Date, subject to any applicable deductions and withholdings;
      or                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | any combination of the
foregoing,                                                                                                                                                                                                                                                                                                                                                                      

|    | as determined by the Corporation, in its sole
      discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.2 | No fractional Shares shall be issued and any fractional
      entitlements will be rounded down to the nearest whole number.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.3 | Shares issued by the Corporation from treasury under
      Section 6.1(a) of this Plan shall be considered fully paid in
      consideration of past service that is no less in value than the fair
      equivalent of the money the Corporation would have received if the Shares
      had been issued for money.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.4 | The Corporation or a Designated Subsidiary may withhold
      from any amount payable to a Participant, either under this Plan, or
      otherwise, such amount as may be necessary so as to ensure that the
      Corporation or the Designated Subsidiary will be able to comply with the
      applicable provisions of any federal, provincial, state or local law
      relating to the withholding of tax or other required deductions, including
      on the amount, if any, includable in the income of a Participant. Each of
      the Corporation or a Designated Subsidiary shall also have the right in
      its discretion to satisfy any such withholding tax liability by retaining,
      acquiring or selling on behalf of a Participant any Shares which would
      otherwise be issued or provided to a Participant hereunder.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.  | CHANGE OF CONTROL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.1 | Notwithstanding the conditions as to vesting of Share
      Units contained in any individual Grant Agreement, all outstanding Share
      Units shall become Vested Share Units on any Change of Control and, except
      as otherwise provided in Section 16 hereof, the Payout Date in connection
      with such Vested Share Units shall, notwithstanding any provisions in the
      Grant Agreement, be accelerated to the date of such Change of Control and
      the Corporation shall, as soon as practicable following such Change of
      Control, issue or provide Shares or make payments to such Participants
      with respect to such Vested Share Units in accordance with Section
    6.                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.  | TERMINATION OF EMPLOYMENT AND
FORFEITURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.1 | Unless otherwise determined by the Corporation pursuant
      to Section 8.2, on a Participants Termination Date, any Share Units in a
      Participants Account which are not Vested Share Units shall terminate and
      be forfeited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.2 | Notwithstanding Section 8.1, where a Participant ceases
      to be an Employee as a result of the termination of his or her employment
      without cause, then in respect of each grant of Share Units made to such
      Participant, at the Corporations discretion, all or a portion of such
      Participants Share Units may be permitted to continue to vest, in
      accordance with their terms, during any statutory or common law severance
      period or any period of reasonable notice required by law or as otherwise
      may be determined by the Corporation in its sole discretion.                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.3 | Except as otherwise provided in Section 16, in the event
      a Participants Termination Date is prior to the Payout Date with respect
      to any Vested Share Units in such Participants Account, the Payout Date
      with respect to such Vested Share Units shall, notwithstanding any
      provision in the Grant Agreement, be accelerated to the Participants Termination Date and the
      Corporation shall, as soon as practicable following such Termination Date,
      issue or provide Shares or make payment to such Participant, or
      Beneficiary thereof, as applicable, with respect to such Vested Share
Units in accordance with Section 6.                                                                                                                                                                         

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|9.   | FORFEITED UNITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9.1  | Notwithstanding any other provision of the Plan or a
      Grant Agreement, Share Units granted hereunder shall terminate on, if not
      redeemed or previously terminated and forfeited in accordance with the
      Plan, and be of no further force and effect after, the Expiry
  Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.  | ALTERATION OF NUMBER OF SHARES SUBJECT TO THE
      PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.1 | In the event that the Shares shall be subdivided or
      consolidated into a different number of Shares or a distribution shall be
      declared upon the Shares payable in Shares, the number of Share Units then
      recorded in the Participants Account shall be adjusted by replacing such
      number by a number equal to the number of Shares which would be held by
      the Participant immediately after the distribution, subdivision or
      consolidation, should the Participant have held a number of Shares equal
      to the number of Share Units recorded in the Participants Account on the
      record date fixed for such distribution, subdivision or
    consolidation.                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.2 | In the event there shall be any change, other than as
      specified in Section 10.1, in the number or kind of outstanding Shares or
      of any shares or other securities into which such Shares shall have been
      changed or for which they shall have been exchanged, pursuant to a
      Reorganization or otherwise, then there shall be substituted for each
      Share referred to in the Plan or for each share into which such Share
      shall have been so changed or exchanged, the kind of securities into which
      each outstanding Share shall be so changed or exchanged and an equitable
      adjustment shall be made, if required, in the number of Share Units then
      recorded in the Participants Account, such adjustment, if any, to be
      reasonably determined by the Committee and to be effective and binding for
      all purposes.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.3 | In the case of any such substitution, change or
      adjustment as provided for in this Section 10, the variation shall
      generally require that the aggregate Market Value of the Share Units then
      recorded in the Participants Account prior to such substitution, change
      or adjustment will be proportionately and appropriately varied so that it
      be equal to such aggregate Market Value after the variation.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.  | RESTRICTIONS ON ISSUANCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.1 | Share Units may be granted by the Corporation in
      accordance with this Plan provided the aggregate number of Share Units
      outstanding pursuant to the Plan from time to time shall not exceed 3% of
      the number of issued and outstanding Shares from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.2 | The maximum number of Shares issuable to Insiders
      pursuant to Section 6.1(a) of the Plan, together with any Shares issuable
      pursuant to any other Security Based Compensation Arrangement, at any
      time, shall not exceed 10% of the total number of outstanding Shares. The
      maximum number of Shares issued to Insiders pursuant to Section 6.1(a) the
      Plan, together with any Shares issued pursuant to any other Security Based
      Compensation Arrangement, within any one year period, shall not exceed 10%
      of the total number of outstanding Shares.                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.  | AMENDMENT, SUSPENSION OR TERMINATION OF THE
      PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.1 | Until such time as the Corporation receives shareholder
      approval of the issuances from treasury contemplated in Section 6.1(a),
      the Plan may be amended, suspended or terminated at any time by the Board
      in whole or in part. No amendment of the Plan shall, without the consent
      of the Participants affected by the amendment, or unless required by
      Applicable Law, adversely affect the rights accrued to such Participants
      with respect to Share Units granted prior to the date of the
    amendment.                                                                                                                                                                                                                                                                                                                                     

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- 7 -

|12.2 | Following shareholder approval of any issuances from
      treasury as contemplated by Section 6.1(a), the Corporation may, without
      notice, at any time and from time to time, and without shareholder
      approval, amend the Plan or any provisions thereof in such manner as the
      Corporation, in its sole discretion, determines appropriate:
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                               
|     | (d)                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                               
|     | (e)                                                                                                                                                                                                                                                                                                                                                           

provided, however, that:

| | (f) | no such amendment of the Plan may be made without the
      consent of each affected Participant in the Plan if such amendment would
      adversely affect the rights of such affected Participant(s) under the
      Plan; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                 
| | (g) | shareholder approval shall be obtained in accordance with
      the requirements of the TSX for any amendment that results in:                                                                                                  
| |     |                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                 
| |     | (iii)                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                 
| |     | (iv)                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                 
| |     | (v)                                                                                                                                                                                                                             

|12.3 | If the Corporation terminates the Plan, Share Units
      previously credited shall, at the discretion of the Corporation, either
      (a) be settled immediately in accordance with the terms of the Plan in
      effect at such time, or (b) remain outstanding and in effect and settled
      in due course in accordance with the applicable terms and conditions, in
      either case without shareholder approval.                                                                                                                                                                                                                                                                                                                                              
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.  | ADMINISTRATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.1 | Unless otherwise determined by the Board, the Plan shall
      be administered by the Committee subject to Applicable Laws. The Committee
      shall have full and complete authority to interpret the Plan, to prescribe
      such rules and regulations and to make such other determinations as it
      deems necessary or desirable for the administration of the Plan. All
      actions taken and decisions made by the Committee shall be final,
      conclusive and binding on all parties concerned, including, but not
      limited to, the Participants and their beneficiaries and legal
      representatives, each Designated Subsidiary and the Corporation. All
      expenses of administration of the Plan shall be borne by the
      Corporation.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.2 | The Corporation shall keep or cause to be kept such
      records and accounts as may be necessary or appropriate in connection with
      the administration of the Plan and the discharge of its duties. At such
      times as the Corporation shall determine, the Corporation shall
      furnish the Participant with a statement setting forth the details of his
      or her Share Units including the Grant Date and the Vested Share Units and
      unvested Share Units held by each Participant. Such statement shall be
      deemed to have been accepted by the Participant as correct unless written
      notice to the contrary is given to the Corporation within 30 days after
  such statement is given to the Participant.                        

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- 8 -

|13.3 | The Corporation may, at its discretion, appoint one or
      more persons or companies to provide services in connection with the Plan
      including without limitation, administrative and record-keeping
      services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|14.  | BENEFICIARIES AND CLAIMS FOR BENEFITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|14.1 | Subject to the requirements of Applicable Law, a
      Participant may designate in writing a Beneficiary to receive any benefits
      that are payable under the Plan upon the death of such Participant. The
      Participant may, subject to Applicable Law, change such designation from
      time to time. Such designation or change shall be in such form and
      executed and filed in such manner as the Corporation may from time to time
      determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15.  | GENERAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15.1 | The transfer of an Employee from the Corporation to a
      Designated Subsidiary, from a Designated Subsidiary to the Corporation or
      from a Designated Subsidiary to another Designated Subsidiary, shall not
      be considered a termination of employment for the purposes of the Plan,
      nor shall it be considered a termination of employment if a Participant is
      placed on such other leave of absence which is considered by the
      Corporation as continuing intact the employment relationship.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15.2 | The Plan shall enure to the benefit of and be binding
      upon the Corporation, its successors and assigns. The interest of any
      Participant under the Plan or in any Share Unit shall not be transferable
      or assignable other than by operation of law, except, if and on such terms
      as the Corporation may permit, to a spouse or minor children or
      grandchildren or a personal holding company or family trust controlled by
      a Participant, the sole shareholders or beneficiaries of which, as the
      case may be, are any combination of the Participant, the Participants
      spouse, the Participants minor children or the Participants minor
      grandchildren, and after his or her lifetime shall enure to the benefit of
      and be binding upon the Participants Beneficiary, on such terms and
      conditions as are appropriate for such transferees to be included in the
      class of transferees who may rely on a Form S-8 registration statement
      under the Securities Act to sell shares received pursuant to the Share
      Unit.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15.3 | The Corporations grant of any Share Units or issuance of
      any Shares hereunder is subject to compliance with Applicable Law
      applicable thereto. As a condition of participating in the Plan, each
      Participant agrees to comply with all Applicable Law and agrees to furnish
      to the Corporation or a Designated Subsidiary all information and
      undertakings as may be required to permit compliance with Applicable
      Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15.4 | A Participant shall not have the right or be entitled to
      exercise any voting rights, receive any distribution or have or be
      entitled to any other rights as a Shareholder in respect of any Share
      Units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15.5 | Neither designation of an Employee as a Participant nor
      the grant of any Share Units to any Participant entitles any Participant
      to the grant, or any additional grant, as the case may be, of any Share
      Units under the Plan. Neither the Plan nor any action taken thereunder
      shall interfere with the right of the Corporation or a Designated
      Subsidiary to terminate a Participants employment, or service under
      contract, at any time. Neither any period of notice, if any, nor any
      payment in lieu thereof, upon termination of employment, wrongful or
      otherwise, shall be considered as extending the period of employment for
      the purposes of the Plan.                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15.6 | Participation in the Plan shall be entirely voluntary and
      any decision not to participate shall not affect any Employees employment
      or any consultants contractual relationship with the Corporation or a
      Designated Subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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- 9 -

|15.7 | The Plan shall be an unfunded obligation of the
      Corporation. Neither the establishment of the Plan nor the grant of any
      Share Units or the setting aside of assets by the Corporation (if, in its
      sole discretion, it chooses to do so) shall be deemed to create a trust.
      The right of the Participant or Beneficiary to receive payment pursuant to
      the Plan shall be no greater than the right of other unsecured creditors
      of the Corporation.                                                                                                                                                                                                                                                               
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|15.8 | This Plan is established under the laws of the Province
      of British Columbia and the rights of all parties and the construction of
      each and every provision of the Plan and any Share Units granted hereunder
      shall be construed according to the laws of the Province of British
      Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.  | SECTION 409A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.1 | It is intended that the provisions of this Plan comply
      with Section 409A, and all provisions of this Plan shall be construed and
      interpreted in a manner consistent with the requirements for avoiding
      taxes or penalties under Section 409A. Notwithstanding anything in the
      Plan to the contrary, the Corporation may provide in the applicable Grant
      Agreement with respect to Share Units granted to Participants whose
      benefits under the Plan are or may become subject to Section 409A, such
      terms and conditions as may be required for compliance with Section 409A.
      In addition, the following will apply to the extent that a Participants
      Share Units are subject to Section 409A.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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- 10 -

| | (g) | In the event that the Committee determines that any
      amounts payable under the Plan will be taxable to a Participant under
      Section 409A prior to payment to such Participant of such amount, the
      Corporation may (i) adopt such amendments to the Plan and Share Units and
      appropriate policies and procedures, including amendments and policies
      with retroactive effect, that the Committee determines necessary or
      appropriate to preserve the intended tax treatment of the benefits
      provided by the Plan and Grant Agreement and/or (ii) take such other
      actions as the Corporation determines necessary or appropriate to avoid or
      limit the imposition of an additional tax under Section 409A.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (h) | In the event the Corporation terminates the Plan in
      accordance with Section 12.3, the time and manner of payment of amounts
      that are subject to 409A will be made in accordance with the rules
      underSection 409A. The Plan will not be terminated except as permitted
      under Section 409A. No change to the termination provisions of Share Units
      or the Plan pursuant to Section 12.2(d) will be made except as permitted
      under Section 409A.                                                                                                                                                                                                                                                                          

EFFECTIVE DATE: November 29, 2012

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