Exhibit 4.3


 


ESCROWED
STOCK PLAN


 


Brookfield
Asset Management Inc. 


September 23,
2022


 






     


     


    

 


Table
of Contents


 


Page


 


	Section 1
 GENERAL PROVISIONS	2




 


		1.1	Purposes	2
		1.2	Definitions	2
		1.3	Shares Reserved	7
		1.4	Non-Exclusivity	8
		1.5	Amendment and Termination	8
		1.6	Administration	9
		1.7	Incorporation and Termination of Companies	9



 


	Section 2
 AWARDS OF ESCROWED SHARES	10




 


		2.1	Eligibility	10
		2.2	Grant of Escrowed Shares	10
		2.3	Transfer of Escrowed Shares	10
		2.4	Vesting of Escrowed Shares	10
		2.5	Change in Employment Status	11
		2.6	Repurchase on Termination	11
		2.7	Right of Exchange or Call	11



 


	Section 3
 OTHER provisions	 13




 


		3.1	No Right to Service	13
		3.2	No Liability for Decrease in Value of Escrowed Shares and /
or Brookfield Shares	13
		3.3	Restrictions	13
		3.4	Permitted Transfers	13
		3.5	Currency	14
		3.6	Successors and Assigns	14
		3.7	Withholdings	14
		3.8	Section 83(b) Election	14
		3.9	Governing Law	14
		3.10	Approval	15
		3.11	Amendments	15



 






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BROOKFIELD
ASSET MANAGEMENT INC.

ESCROWED STOCK PLAN


 


Section 1

GENERAL PROVISIONS


 


	1.1	Purposes



 


The
purpose of the Plan is to award designated executives of the Brookfield Group compensation that provides the opportunity to earn investment
returns tied to the performance of Class A Limited Voting Shares of Brookfield Asset Management Inc. and aligns their long-term
interests with those of Brookfield’s shareholders.


 


	1.2	Definitions



 


The
following terms, when used in the Plan, shall have the respective meanings set forth below:


 


		(a)	“2011
                                            Company” has the meaning given to it in section 1.7.



 


		(b)	“Affiliate”
                                            of a person means any entity which is an “affiliate” of the person for the purposes
                                            of Ontario Securities Commission National Instrument 45-106 - Prospectus Exemptions,
                                            as amended from time to time, and with respect to Brookfield, includes any other entity with
                                            outstanding securities that are exchangeable into Brookfield Shares.



 


		(c)	“Amalco”
                                            means the amalgamated company after an Amalgamation.



 


		(d)	“Amalgamation”
                                            means an amalgamation between a Company and a subsidiary of Brookfield (and, in the case
                                            of an Indirect Purchase Structure, a Subco) as a result of which, among other things, each
                                            issued and outstanding Escrowed Share (other than those acquired by Brookfield) will be exchanged
                                            for a number of Brookfield Shares equal to the Exchange Amount and cash will be paid in lieu
                                            of any fractional Brookfield Shares.



 


		(e)	“Blackout
                                            Period” means the period imposed by Brookfield during which specified individuals,
                                            including insiders of Brookfield, may not trade in Brookfield’s securities, (including,
                                            for greater certainty, when specific individuals are restricted from trading because they
                                            have material non-public information), but does not include any period when a regulator has
                                            halted trading in Brookfield’s securities.



 


		(f)	“Board”
                                            means the board of directors of Brookfield.



 


		(g)	“Brazil
                                            Sub-Plan” has the meaning given to that term in section 3.11.



 


		(h)	“Brookfield”
                                            means Brookfield Asset Management Inc. and its successors and assigns.



 






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		(i)	“Brookfield
                                            Group” means Brookfield Asset Management Inc. and its Affiliates.



 


		(j)	“Brookfield
                                            Share” means a Class A Limited Voting Share of Brookfield.



 


		(k)	“Call”
                                            has the meaning given to that term in section 2.7(c)(i).



 


		(l)	“Call
                                            Notice” has the meaning given to that term in section 2.7(c)(ii).



 


		(m)	“Cause”
                                            means:



 


		(i)	a
                                            Participant’s willful failure or refusal to perform his or her employment duties after
                                            being given notice and a reasonable opportunity to remedy such failure or refusal;



 


		(ii)	a
                                            Participant’s gross misconduct in connection with the Participant’s employment;



 


		(iii)	a
                                            Participant’s act of dishonesty or breach of trust in connection with the Participant’s
                                            employment;



 


		(iv)	a
                                            Participant’s conviction of, or a plea of guilty or no contest to, any indictable criminal
                                            offence or any other criminal offense involving fraud, dishonesty or misappropriation;



 


		(v)	a
                                            Participant’s breach of confidentiality, non-solicitation or non-competition obligations;



 


		(vi)	a
                                            Participant’s conduct which is likely to injure the reputation or business of the Brookfield
                                            Group, including, without limitation, any breach of Brookfield’s Code of Conduct or
                                            the willful violation by the Participant of any of Brookfield’s policies; or



 


		(vii)	any
                                            other conduct of a Participant which would be treated as cause under the laws of the jurisdiction
                                            in which the termination occurs.



 


		(n)	“Code”
                                            means the Internal Revenue Code of 1986, as amended.



 


		(o)	“Common
                                            Share” means a non-voting common share in the capital of a Company.



 


		(p)	“Company”
                                            means BAM Holdings Corp. or any other corporation created to facilitate participation in
                                            the Plan subsequent to the establishment of the Plan and any of their respective successors.



 


		(q)	“Direct
                                            Purchase Structure” has the meaning given to that term in section 1.7.



 


		(r)	“Electing
                                            Shareholders” has the meaning given to that term in section 2.7.



 


		(s)	“Escrow
                                            Agent” means the person appointed by a Company to hold Unvested Shares on behalf
                                            of Participants.



 






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		(t)	“Escrowed
                                            Plans” has the meaning given to that term in section 3.11.



 


		(u)	“Escrowed
                                            Share” means a Common Share granted to a Participant pursuant to the Plan.



 


		(v)	“Exchange”
                                            has the meaning given to that term in section 2.7.



 


		(w)	“Exchange
                                            Amount” means:



 


		(i)	following
                                            the delivery of an Exchange Notice, the Net Asset Value per Share divided by the Fair Market
                                            Value for a Brookfield Share, each as calculated on the date of delivery of the Exchange
                                            Notice; and



 


		(ii)	in
                                            the case of an Amalgamation that does not follow the delivery of an Exchange Notice, (i) the
                                            Net Asset Value per Share divided by the Fair Market Value for a Brookfield Share, each as
                                            calculated on the Settlement Date or (ii) if the Settlement Date is during a Blackout
                                            Period, the Net Asset Value per Share divided by the Fair Market Value of a Brookfield Share,
                                            each as calculated for the period of five trading days following the end of such Blackout
                                            Period.



 


		(x)	“Exchange
                                            Notice” has the meaning given to that term in section 2.7.



 


		(y)	“Fair
                                            Market Value” means the volume weighted average price of a Brookfield Share as
                                            reported on the NYSE on the applicable date(s) (or if the NYSE is not open on such date,
                                            the immediately following date on which the NYSE is open). If the applicable date is during
                                            a Blackout Period, the Fair Market Value shall be calculated for the period of five trading
                                            days following the end of such Blackout Period. For purposes of determining the Fair Market
                                            Value on the Grant Date, the Fair Market Value shall be calculated for the period of five
                                            trading days immediately preceding such Grant Date.



 


		(z)	“Forfeited
                                            Shares” has the meaning given to that term in section 2.5.



 


		(aa)	“Forward
                                            Agreement” means one or more forward share purchase agreements providing for the
                                            purchase of Brookfield Shares or securities exchangeable into Brookfield Shares at a date
                                            in the future.



 


		(bb)	“Grant
                                            Agreement” has the meaning given to that term in section 2.2(c).



 


		(cc)	“Grant
                                            Date” means the date of grant of awards under this Plan, which shall be (i) in
                                            the case of a grant of awards approved by the Board during a Blackout Period, the sixth trading
                                            day following the end of such Blackout Period and (ii) in the case of all other grants
                                            of awards, the sixth trading day following the date such awards are approved by the Board,
                                            provided, in each case, that if a subsequent Blackout Period is imposed prior to the Grant
                                            Date, the Grant Date shall be deferred until the sixth trading day following the end of such
                                            subsequent Blackout Period.



 






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		(dd)	“Indirect
                                            Purchase Structure” means a grant of Escrowed Shares under the Plan issued by a
                                            Company that has: (i) entered into a Forward Agreement with a Subco to purchase Brookfield
                                            Shares or securities exchangeable into Brookfield Shares at a date set in the future or (ii) acquired
                                            interests in a Subco that holds (or is entitled to acquire) Brookfield Shares or securities
                                            exchangeable into Brookfield Shares either in addition to or as an alternative to acquiring
                                            Brookfield Shares directly.



 


		(ee)	“Management
                                            Shareholder” means an individual who is a shareholder of a Company.



 


		(ff)	“Net
                                            Asset Value per Share” on any particular day is defined as the value of the Brookfield
                                            Shares and securities exchangeable into Brookfield Shares held by the Company plus (minus)
                                            the amount by which the value of the other assets of the Company exceed (are less than) the
                                            liabilities (including any extraordinary liabilities) of the Company as at the relevant date,
                                            all as determined by the board of directors of the Company, divided by the total number of
                                            Common Shares outstanding. For greater certainty, (i) any shares of Subco owned by the
                                            Company will be valued based on their net asset value, calculated in the same manner as the
                                            Net Asset Value per Share, (ii) any preferred shares of the Company or the Subco (as
                                            the case may be) will be treated as liabilities for purposes of determining Net Asset Value
                                            per Share and will be valued based on the redemption price plus any accrued and unpaid dividends,
                                            (iii) Brookfield Shares and securities exchangeable into Brookfield Shares will be valued
                                            at the Fair Market Value on such day (or for such other period contemplated in this Agreement),
                                            and (iv) any Forward Agreement will have a value equal to the value of the Brookfield
                                            Shares to be acquired under such agreement minus the purchase price for such shares; if such
                                            amount is greater than zero the Forward Agreement will be treated as an asset, if less than
                                            zero, it will be treated as a liability.



 


		(gg)	“NYSE”
                                            means the New York Stock Exchange, or successor thereto.



 


		(hh)	“Participant”
                                            means a person eligible to participate in the Plan pursuant to section 2.1(a).



 


		(ii)	“Plan”
                                            means the Escrowed Stock Plan of Brookfield as set forth herein.



 


		(jj)	“Preferred
                                            Share” means a preferred share in the capital of a Company.



 


		(kk)	“Retirement”
                                            means the resignation of employment with Brookfield and its Affiliates in circumstances determined
                                            by the Board, in its absolute discretion, to be retirement.



 


		(ll)	“Section 83(b) Election”
                                            has the meaning given to that term in section 3.8.



 


		(mm)	“Security-Based
                                            Compensation Arrangement” has the meaning given to that term in the TSX Company
                                            Manual.



 






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		(nn)	“Settlement
                                            Date” for a grant under this Plan means, unless an earlier date is otherwise determined
                                            by the Board, the tenth anniversary of the Grant Date.



 


		(oo)	“Specified
                                            Maximum” has the meaning given to that term in section 1.3(a).



 


		(pp)	“Subco”
                                            means any corporation created to facilitate the use of the Indirect Purchase Structure by
                                            holding Brookfield Shares or securities exchangeable into Brookfield Shares or by being entitled
                                            to acquire Brookfield Shares.



 


		(qq)	“Termination
                                            Date” means, unless otherwise determined by the Board:



 


		(i)	if
                                            the Participant’s employment is terminated by the Brookfield Group for any reason other
                                            than as set out in (ii), (iii) or (iv) below, the date and time notice of termination
                                            is delivered to the Participant;



 


		(ii)	if
                                            the Participant resigns or has a Retirement, the effective date of the resignation or Retirement,
                                            as applicable;



 


		(iii)	if
                                            a Participant dies, the date of the Participant’s death; and



 


		(iv)	if
                                            a Participant is on a continuous leave of absence, including for disability, the earlier
                                            of (a) the date and time notice of termination is delivered to the Participant, and
                                            (b) two years from the start of the Participant’s leave of absence,



 


in
each case, (A) without regard to whether the Participant’s employment with the Brookfield Group is terminated with or without
Cause, or through actions or events constituting constructive dismissal, with or without notice or compensation in lieu of notice, and
(B) does not include any period during, or in respect of, which a Participant is receiving or is entitled to receive payments in
lieu of notice (whether by way of lump sum or salary continuance), benefits continuance, severance pay, or any other termination related
payments or benefits. Any such severance period or notice period shall not be considered a period of employment for the purposes of a
Participant’s rights under the Plan.


 


		(rr)	“Terminated
                                            Participant” has the meaning given to that term in section 2.5.



 


		(ss)	“Unanimous
                                            Shareholders’ Agreement” means the unanimous shareholders’ agreement
                                            for each Company among Brookfield, the Management Shareholders of such Company and such Company.



 


		(tt)	“Unvested
                                            Shares” means Escrowed Shares that have not Vested pursuant to section 2.4.



 


		(uu)	“U.S.
                                            Participant” means a Participant who is a U.S. citizen or resident alien within
                                            the meaning of Section 7701(b)(1)(A) of the Code.



 






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		(vv)	“Vest”
                                            or “Vested” means required to be released to the Participant by the Escrow
                                            Agent from escrow.



 


Words
importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.


 


	1.3	Shares
Reserved



 


		(a)	The
                                            only securities of Brookfield issued or issuable under the Plan shall be Brookfield Shares.



 


		(b)	Management
                                            has fixed 13,500,000 Brookfield Shares as the maximum number of shares that may be issued
                                            in aggregate under the Escrowed Plans (the “Specified Maximum”). The number
                                            of Brookfield Shares issued pursuant to section 2.7(b) (Concurrent Exchange) or section
                                            2.7(c)(i) (Mandatory Exchange) will not be deducted from the Specified Maximum and will
                                            continue to be available for issuance under the Escrowed Plans. In connection with an Exchange
                                            pursuant to section 2.7(a) (Optional Exchange), the number of Brookfield Shares to be
                                            deducted from the Specified Maximum shall equal the number of new Brookfield Shares issued
                                            in connection with the Exchange. Following the Amalgamation of any Company or the exchange
                                            of all Escrowed Shares of such Company held by Management Shareholders, the number of Brookfield
                                            Shares that have been previously issued by such Company to Management Shareholders pursuant
                                            to Section 2.7(a) of the Plan and section 2.7(a) of the Brazil Sub-Plan shall
                                            be added back to the Specified Maximum and will be available for subsequent issuance under
                                            the Escrowed Plans. The Specified Maximum is subject to adjustment in accordance with the
                                            provisions of the Escrowed Plans.



 


		(c)	The
                                            maximum number of Brookfield Shares that are issuable to any one person at any time pursuant
                                            to the Plan and all other Security-Based Compensation Arrangements of Brookfield shall not
                                            exceed 5% of the issued and outstanding Brookfield Shares.



 


		(d)	The
                                            maximum number of Brookfield Shares that are issuable to insiders of Brookfield at any time
                                            pursuant to the Plan and all other Security-Based Compensation Arrangements of Brookfield
                                            shall not exceed 10% of the issued and outstanding Brookfield Shares.



 


		(e)	The
                                            maximum number of Brookfield Shares that are issued to insiders of Brookfield within a one-year
                                            period pursuant to the Plan and all other Security-Based Compensation Arrangements of Brookfield
                                            shall not exceed 10% of the issued and outstanding Brookfield Shares.



 


		(f)	In
                                            the event of any change in the outstanding Brookfield Shares by reason of any stock dividend
                                            or split, recapitalization, merger, consolidation, combination or exchange of shares, or
                                            other corporate change, the Board shall make, subject to the prior approval of the relevant
                                            stock exchanges, if required, appropriate substitution or adjustment in the number or kind
                                            of shares or other securities reserved for issuance pursuant to the Plan, however, no substitution
                                            or adjustment shall obligate Brookfield to issue or sell fractional shares.



 






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		(g)	In
                                            the event of the reorganization of Brookfield or the amalgamation, merger or consolidation
                                            of Brookfield with another corporation, or the payment of a special or extraordinary dividend,
                                            the Board shall make such provision for the protection of the rights of Participants as the
                                            Board in its discretion deems appropriate.



 


	1.4	Non-Exclusivity



 


Nothing
contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval.


 


	1.5	Amendment
and Termination



 


		(a)	The
                                            Board may amend, suspend or terminate this Plan, or any portion thereof, at any time, subject
                                            to those provisions of applicable law (including, without limitation, applicable stock exchange
                                            rules, regulations and policies), if any, that require the approval of shareholders or any
                                            governmental or regulatory body. However, except as expressly set forth herein, no action
                                            of the Board, or shareholders may adversely alter or impair the rights of a Participant without
                                            the consent of the affected Participant with respect to any Escrowed Shares previously granted
                                            to the Participant. Without limiting the generality of the foregoing, the Board may make
                                            the following types of amendments to the Plan without seeking shareholder approval, including
                                            but not limited to:



 


		(i)	amendments
                                            of a “housekeeping” or administrative nature including, without limiting the
                                            generality of the foregoing, any amendment for the purpose of curing any ambiguity, error
                                            or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent
                                            with any other provision of the Plan;



 


		(ii)	amendments
                                            necessary to comply with the provisions of applicable law (including, without limitation,
                                            applicable stock exchange rules, regulations and policies);



 


		(iii)	amendments
                                            necessary for awards to qualify for favorable treatment under Canadian or US tax laws;



 


		(iv)	any
                                            amendment to the vesting provisions of the Plan;



 


		(v)	any
                                            amendment to the termination or early termination provisions of the Plan, provided such amendment
                                            does not entail an extension beyond the Settlement Date; and



 


		(vi)	amendments
                                            necessary to suspend or terminate the Plan.



 






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		(b)	Shareholder
                                            approval will be required for the following types of amendments:



 


		(i)	amendments
                                            to the number of Brookfield Shares issuable under the Plan, including an increase to the
                                            Specified Maximum or a change from the Specified Maximum to a fixed maximum percentage;



 


		(ii)	any
                                            amendment expanding the categories of eligibility under the Plan which would have the potential
                                            of broadening or increasing insider participation;



 


		(iii)	any
                                            amendment to this section 1.5; or



 


		(iv)	amendments
                                            required to be approved by shareholders under applicable law (including, without limitation,
                                            applicable stock exchange rules, regulations and policies).



 


	1.6	Administration



 


		(a)	The
                                            Plan shall be administered by the Board with Brookfield being responsible for all costs relating
                                            to the administration of the Plan.



 


		(b)	The
                                            Board is authorized, subject to the provisions of the Plan, to establish such rules and
                                            regulations as it deems necessary for the proper administration of the Plan and to make determinations
                                            and take such other action in connection with or in relation to the Plan as it deems necessary
                                            or advisable. Each determination or action made or taken pursuant to the Plan, including
                                            interpretation of the Plan, shall be final and conclusive for all purposes and binding upon
                                            all parties.



 


	1.7	Incorporation
and Termination of Companies



 


In
2011, Brookfield incorporated BAM Holdings Corp. (the “2011 Company”) for purposes of this Plan. Brookfield funded
the 2011 Company, in exchange for a combination of Preferred Shares and Common Shares, with cash to acquire Brookfield Shares in the
market (the “Direct Purchase Structure”). Immediately following the Amalgamation of the 2011 Company or the exchange
of all Escrowed Shares of the 2011 Company held by Participants, Brookfield will cause, as applicable, Amalco or the 2011 Company to
be wound up or merged into Brookfield and the Brookfield Shares held by it to be cancelled.


 


After
February 16, 2012, unless otherwise determined by the Board, grants under this Plan will be made of Escrowed Shares using the Indirect
Purchase Structure. Brookfield will incorporate one or more Companies and Subcos for such purpose and Brookfield will fund each Company
and Subco to the extent necessary to acquire the Brookfield Shares (or securities exchangeable into Brookfield Shares) underlying each
grant of Escrowed Shares. Immediately following the Amalgamation of any Company or the exchange of all Escrowed Shares of such Company
held by Management Shareholders, Brookfield will cause, as applicable, Amalco, the Company and/or Subco to be wound up or merged into
Brookfield and no less than the number of Brookfield Shares held by one or more Companies, Amalcos and/or Subcos, as applicable, that
equals the number of Brookfield Shares issued by such Company to Management Shareholders (i) pursuant to the Amalgamation or Exchange,
as applicable, and (ii) pursuant to Section 2.7(a) of the Plan and section 2.7(a) of the Brazil Sub-Plan at any time
prior to such Amalgamation or Exchange, to be cancelled.


 






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Section 2

AWARDS OF ESCROWED SHARES


 


	2.1	Eligibility



 


		(a)	Any
                                            executive of the Brookfield Group designated by the Board, or any other person designated
                                            by the Board, is eligible to participate in the Plan.



 


		(b)	Escrowed
                                            Shares are granted under this Plan as additional discretionary compensation.



 


	2.2	Grant
of Escrowed Shares



 


		(a)	Escrowed
                                            Shares will be granted pursuant to section 2.1 above.



 


		(b)	The
                                            number of Escrowed Shares to be granted to each Participant will be determined at the discretion
                                            of the Board.



 


		(c)	As
                                            soon as practicable after determining the number of Escrowed Shares and any terms and conditions
                                            of the Escrowed Shares to be granted to a Participant, (i) the Board shall cause an
                                            agreement in writing to be given to the Participant advising the Participant as to the number
                                            of Escrowed Shares and any terms and conditions pertaining to the Escrowed Shares granted
                                            to the Participant under the Plan or as determined by the Board from time to time in such
                                            form as may be approved by the Board from time to time (the “Grant Agreement”)
                                            and (ii) Brookfield shall transfer to the Participant the Escrowed Shares. A grant of
                                            Escrowed Shares is conditional on the Participant signing the Grant Agreement and the applicable
                                            Unanimous Shareholders’ Agreement.



 


	2.3	Transfer
of Escrowed Shares



 


Except
for transfers to Brookfield or as expressly provided by section 3.4 or the provisions of a Unanimous Shareholders’ Agreement, a
Management Shareholder shall not sell, transfer, assign, mortgage, pledge or otherwise dispose of or cease to be the beneficial holder
of any Escrowed Shares. Certificates for Escrowed Shares shall be endorsed with reference to the restrictions on transfer of such Escrowed
Shares and other provisions contained in the Unanimous Shareholders’ Agreement, as amended or superseded from time to time.


 


	2.4	Vesting
of Escrowed Shares



 


Unless
otherwise determined by the Board, Escrowed Shares will become Vested as to 20% at the first anniversary of the applicable Grant Date
and as to 20% on each subsequent anniversary of the applicable Grant Date up to and including the fifth anniversary of the applicable
Grant Date. Unvested Shares shall be held by an Escrow Agent for the benefit of the Participants. The Participants shall be entitled
to exercise any voting rights associated with the Escrowed Shares, including the Unvested Shares. The Unvested Shares held by the Escrow
Agent for the benefit of a Participant shall be released to the Participant on the date such Escrowed Shares Vest, provided that, a Termination
Date has not occurred in respect of the Participant on or prior to such date.


 






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	2.5	Change
in Employment Status



 


Unless
otherwise determined by the Board, the following provisions apply to the ownership of Escrowed Shares by a Participant (including any
permitted transferee) if a Termination Date has occurred in respect of the Participant (including such permitted transferee, a “Terminated
Participant”):


 


		(a)	In
                                            the event of a termination for Cause, all of the Escrowed Shares of a Terminated Participant
                                            (including the Vested Escrowed Shares) will be subject to purchase pursuant to section 2.6.



 


		(b)	In
                                            the event of a termination other than for Cause (including resignation, Retirement, death
                                            and disability), the Unvested Shares of a Terminated Participant on the Termination Date
                                            will be subject to purchase pursuant to section 2.6.



 


Escrowed
Shares subject to purchase pursuant to section 2.6 are referred to as “Forfeited Shares”. Any Escrowed Shares that
are not Forfeited Shares and are held by a Terminated Participant will continue to be owned by the Terminated Participant and will be
eligible to be purchased or exchanged for Brookfield Shares pursuant to section 2.7 or in the Amalgamation. However, a Terminated Participant
will not be eligible to deliver an Exchange Notice. The Board will have the right to require a Terminated Participant to Exchange his
or her Escrowed Shares that are not Forfeited Shares or the right to Call a Terminated Participant’s Escrowed Shares that are not
Forfeited Shares within 60 days of the applicable Termination Date pursuant to section 2.7(c)(ii).


 


	2.6	Repurchase
on Termination



 


Where
a Termination Date has occurred in respect of a Participant, Brookfield shall have the right to purchase all (but not less than all)
of the Forfeited Shares held by the Terminated Participant. Purchases shall be made for a price of $0.0001 per Forfeited Share, and no
further amount shall be payable to the Participant in respect thereof as compensation, damages or otherwise, including on account of
severance, payment in lieu of notice or damages for wrongful dismissal. Any purchase and sale of Forfeited Shares under the Plan shall
be made for cash within 60 days after the applicable Termination Date.


 


	2.7	Right
of Exchange or Call



 


		(a)	Optional
                                            Exchange. In the case of Escrowed Shares granted by any particular Company, at any time
                                            after the fifth anniversary of the applicable Grant Date (or, in the case of U.S. Participants,
                                            at any time after the first anniversary of the applicable Grant Date), any Management Shareholders
                                            (other than Terminated Participants) (the “Electing Shareholders”) shall
                                            be entitled to elect that Brookfield acquire all or a portion of the Vested Escrowed Shares
                                            the Electing Shareholders hold in exchange for Brookfield Shares (the “Exchange”)
                                            by giving written notice of such election (“Exchange Notice”). Brookfield
                                            shall issue to the Electing Shareholders (either pursuant to an Amalgamation or otherwise)
                                            a number of Brookfield Shares equal to the number of Escrowed Shares being Exchanged multiplied
                                            by the Exchange Amount. Cash will be paid in lieu of fractional Brookfield Shares based on
                                            the Fair Market Value of a Brookfield Share as calculated for purposes of the Exchange Amount.
                                            If requested by an Electing Shareholder, Brookfield will jointly execute and file elections
                                            in prescribed form within the prescribed time under section 85 of the Income Tax Act
                                            (Canada) and the corresponding provisions of applicable provincial income tax statutes in
                                            respect of the transfer hereunder of the Escrowed Shares with the elected amount specified
                                            by such Electing Shareholder.



 






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		(b)	Concurrent
                                            Exchange. If all Management Shareholders of a Company elect an Exchange, then, immediately
                                            following the Exchange (either pursuant to an Amalgamation or otherwise), Brookfield will
                                            cause the Company, Amalco and/or Subco, as applicable, to be wound up or merged into Brookfield
                                            and no less than the number of Brookfield Shares held by one or more Companies, Amalcos and/or
                                            Subcos, as applicable, that equals the number of Brookfield Shares issued by such Company
                                            to Management Shareholders (i) pursuant to the Exchange under this Section 2.7(b) and
                                            section 2.7(b) of the Brazil Sub-Plan, and (ii) pursuant to Section (a) and
                                            section 2.7(a) of the Brazil Sub-Plan at any time prior to such Exchange, to be cancelled
                                            forthwith.



 


		(c)	Mandatory
                                            Exchange or Call.



 


		(i)	Each
                                            Escrowed Share held by Management Shareholders which has not been subject to Exchange prior
                                            to the Settlement Date will be exchanged for Brookfield Shares on the Settlement Date (the
                                            “Call”) (either pursuant to an Amalgamation or otherwise). The number
                                            of Brookfield Shares to be transferred to the Management Shareholder shall be equal to the
                                            number of Escrowed Shares subject to the Call multiplied by the Exchange Amount, and cash
                                            will be paid in lieu of any fractional Brookfield Share based on the Fair Market Value of
                                            a Brookfield Share as calculated on the Settlement Date. Such transfer of Brookfield Shares
                                            shall be made within 5 days of the applicable Settlement Date (or, if the Settlement Date
                                            is during a Blackout Period, within 10 days after the end of the Blackout Period).



 


		(ii)	Where
                                            a Participant has been terminated other than for Cause, Brookfield has the right to Call
                                            the Participant’s Vested Escrowed Shares to be exchanged for Brookfield Shares by giving
                                            written notice of such election (the “Call Notice”) within 60 days of
                                            the Termination Date. The number of Brookfield Shares to be transferred to the Participant
                                            shall be equal to the number of Vested Escrowed Shares subject to the Call multiplied by
                                            the Exchange Amount, and cash will be paid in lieu of fractional Brookfield Shares (which
                                            shall, in any event, be determined based on the Fair Market Value of Brookfield Shares on
                                            the applicable Termination Date). Such transfer of Brookfield Shares shall be made within
                                            10 days of the Call Notice (or if the Call Notice is delivered during a Blackout Period,
                                            within 10 days after the end of the Blackout Period). Where the applicable Termination Date
                                            (other than for a U.S. Participant) is earlier than the fifth anniversary of the applicable
                                            Grant Date, the Brookfield Shares issued by Brookfield through the Exchange will be held
                                            in escrow by the Escrow Agent until the fifth anniversary of the applicable Grant Date.



 






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Section 3

OTHER provisions


 


	3.1	No
Right to Service



 


Neither
participation in the Plan nor any action under the Plan shall be construed to give any Participant a right to be retained in the service
of the Brookfield Group. Nothing in the Plan may be construed to provide any Participant with any rights whatsoever to compensation or
damages in lieu of notice or continued participation in, or entitlements under, the Plan as a consequence of a Participant’s Termination
Date (regardless of the reason for the termination and the party causing the termination, including a termination without Cause). The
Participant’s common law or civil rights to the Escrowed Shares and other property hereunder during any reasonable notice period
including any rights to compensation for the loss, or continued vesting, of the Escrowed Shares during any reasonable notice period may
be limited or removed under the Plan.


 


	3.2	No
Liability for Decrease in Value of Escrowed Shares and / or Brookfield Shares



 


Brookfield
and its Affiliates, and their directors and officers, shall not be liable to any Participant, permitted transferee or legal representative
for any decrease in the value of an Escrowed Share or any Brookfield Share that may occur for any reason.


 


	3.3	Restrictions



 


Each
Company and the Management Shareholders shall be bound by the Brookfield trading policy. In addition, no transfer, purchase or exchange
of securities of a Company (or delivery of an Exchange Notice) may be made during a Blackout Period except with the consent of the Board.


 


	3.4	Permitted
Transfers



 


At
any time and from time to time, Participant may sell or transfer all but not less than all of his or her Escrowed Shares to a trust,
the beneficiaries of which are such Participant’s family members or to a corporation or other entity provided that (i) such
transferee remains at all times while it is a shareholder of the Company under the control (within the meaning of the Business Corporations
Act (Ontario)) of such Participant or another shareholder of the Company who has agreed to be bound by the provisions of this Plan,
and (ii) such transferee shall have agreed prior to such transaction to be bound by the terms of the applicable Unanimous Shareholders’
Agreement, and not to sell, transfer, assign or convey the Escrowed Shares except in accordance with the provisions of such Agreement.
In the event of a transfer under this section 3.4, the transferring shareholder shall continue to be principally liable, jointly and
severally with the transferee, to the other shareholders of the Company and the Company in respect of all of the obligations of the transferee
hereunder, and shall not, as a result of any such transfer, be released from such obligations without the prior written consent of a
majority of the individual shareholders of the Company.


 






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	3.5	Currency



 


References
to $ in this Plan mean United States dollars and all payments and calculations required under this Plan shall be made in United States
dollars.


 


	3.6	Successors
and Assigns



 


The
Plan shall be binding on all successors and assigns of Brookfield and each Participant, including, without limitation, the estate of
such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative
of the Participant’s creditors.


 


	3.7	Withholdings



 


As
a condition of the issuance of any Escrowed Shares pursuant to the Plan or in connection with any other event that gives rise to a federal,
provincial, state or local tax withholding or deduction obligation on the part of Brookfield relating to an award:


 


		(a)	Brookfield
                                            may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution
                                            to the Participant, whether or not pursuant to the Plan;



 


		(b)	Brookfield
                                            shall be entitled to require that the Participant remit cash to Brookfield; or



 


		(c)	Brookfield
                                            may enter into any other suitable arrangements to withhold or deduct, in each case, in an
                                            amount sufficient in the opinion of Brookfield to satisfy such withholding or deduction obligation.



 


	3.8	Section 83(b) Election



 


A
U.S. Participant may make an election under Section 83(b) of the Code (a “Section 83(b) Election”)
with respect to the Escrowed Shares. Any such election must be made within thirty (30) days after the Grant Date. If the U.S. Participant
elects to make a Section 83(b) Election, the U.S. Participant shall provide Brookfield with a copy of an executed version and
satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The U.S. Participant
agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US
Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.


 


	3.9	Governing
Law



 


The
validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be governed by and interpreted and
construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.


 






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	3.10	Approval



 


The
Plan was approved by the Board on February 17, 2011 and was approved by the shareholders of Brookfield at its Annual General and
Special Meeting of Shareholders held May 11, 2011.


 


	3.11	Amendments



 


Amendments
to the Plan were approved by the Board on May 11, 2011, February 16, 2012, February 25, 2014, May 12, 2015, May 9,
2018, September 13, 2019, February 13, 2020, April 1, 2020, December 7, 2021 and September 23, 2022.


 


On
May 11, 2011, shareholders approved an amendment to the Plan permitting each escrowed stockholder the ability to exchange Escrowed
Shares for Brookfield Shares separately rather than concurrently.


 


On
February 16, 2012, the Plan was amended to permit the purchase of Class A Limited Voting Shares indirectly and directly. The
vesting terms were also amended to be consistent with other Brookfield equity-based plans.


 


On
February 25, 2014, the Plan was amended to permit U.S. taxpayers to participate.


 


On
May 12, 2015, the Plan was amended to remove the ability to exchange Escrowed Shares for cash and to increase the maximum number
of Brookfield Shares reserved under the Plan from 6,000,000 to 9,000,000 resulting from the three-for-two stock split on May 12,
2015.


 


On
May 9, 2018, the Plan was amended to provide that: (i) the number of Brookfield Shares previously deducted from the Specified
Maximum as a result of Optional Exchanges will be added back to the Specified Maximum on the wind-up or merger of the applicable Amalco,
Company and/or Subco; and (ii) the number of Brookfield Shares to be cancelled on the wind-up or merger of any Amalco, Company and/or
Subco will be no less than the number of Brookfield Shares issued by the relevant Company to Management Shareholders on Exchanges.


 


On
September 13, 2019, the Plan was amended to provide that for purposes of determining the Fair Market Value on the Grant Date, the
Fair Market Value shall be calculated for the period of five trading days immediately preceding such Grant Date, regardless of whether
the grant is approved by the Board during a Blackout Period or not.


 


On
February 13, 2020, the Plan was amended to include a sub-plan, the terms of which shall apply to Escrowed Shares offered to Participants
in Brazil (the “Brazil Sub-Plan” and, together with the Plan, the “Escrowed Plans”).


 


On
April 1, 2020, the Plan was amended to increase the maximum number of Brookfield Shares reserved under the Plan from 9,000,000 to
13,500,000 resulting from the three-for-two stock split on April 1, 2020.


 


On
December 7, 2021, the Plan was amended to provide that the definition of “Affiliate” includes entities with outstanding
securities that are exchangeable into Brookfield Shares, to permit Subcos to hold securities exchangeable into Brookfield Shares and
to clarify the definition of Termination Date and what will be considered a period of employment.


 






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On
September 23, 2022, the Plan was amended to provide that the Settlement Date can be earlier than the tenth anniversary of the Grant
Date and the Brookfield Shares to be cancelled on the wind-up or merger of any Amalco, Company and/or Subco can be cancelled by any one
or more Amalcos, Companies and/or Subcos.


 






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