AuRico Gold Inc.: Exhibit 4.2 - Filed by newsfilecorp.com







	
    


	
     

	
    (formerly Gammon Gold Inc.) 

	
     

	
    EMPLOYEE SHARE PURCHASE PLAN 

	
     

	
    July 1, 2009 








	1. 	
      Purpose



The AuRico Gold Inc. Employee Share Purchase Plan (the
“Plan”) is intended to provide an incentive for officers, directors,
employees and consultants of AuRico Gold Inc. (the “Corporation”) and its
participating subsidiaries, to acquire or increase their ownership in the
Corporation through the purchase of common shares of the Corporation. The
purpose of the Plan is to provide officers, directors, employees and consultants
with an opportunity to become an owner in the Corporation and to invest in the
Corporation’s future by becoming a shareholder.

	2. 	
      Definitions



As used in this Plan, the following terms shall have the
meanings given to them below: 

	 	a) 	
      “Account” means the account recorded in the
      records of the Administrator established on behalf of a Participant to
      which the amount of the Participant’s payroll deductions and purchases of
      Common Shares shall be credited, and any distributions of Common Shares
      and withdrawals shall be charged.

	 	 	 
	 	b) 	
      “Administrator” means the third party
      company hired to perform administrative duties required under the
    Plan.

	 	 	 
	 	c) 	
      “Base Salary” means regular
      gross earnings or base salary of a Participant, excluding payments for
      overtime, shift differentials, incentive compensation, bonuses, and other
      special payments, fees, allowances or extraordinary
compensation.

	 	 	 
	 	d) 	
      “Benefits Representative” means the
      Participant Benefits Coordinator of the Corporation or any such other
      person, regardless of whether employed by the Corporation, who has been
      formally, or by operation or practice, designated by the Corporation to
      assist with the day-to-day administration of the Plan.

	 	 	 
	 	e) 	
      “Board” means the Board of Directors
      of the Corporation.

	 	 	 
	 	f) 	
      “Common Share” means the
      common share of the Corporation.

	 	 	 
	 	g) 	
      “Consultant” means an individual who
      provides consulting services to the Corporation.

	 	 	 
	 	h) 	
      “Corporation” means AuRico Gold
      Inc., a corporation incorporated under the laws of Quebec, and any
      successor thereto.

	 	 	 
	 	i) 	
      “Director” means a member of the
    Board.

	 	 	 
	 	j) 	
      “Disability” means any complete and
      permanent disability.

	 	 	 
	 	k) 	
      “Effective Date” means July
      1, 2009, the inception date of the Plan.

	 	 	 
	 	l) 	
      “Employee” means any employee
      who is currently in Employment with the Corporation.

	 	 	 
	 	m) 	
      “Employer” means the
      Corporation, its successors, any future parent corporation of the
      Corporation and each current or future Subsidiary which has been
      designated by the Board or the Corporation as a participating employer in
      the Plan.

	 	 	 
	 	n) 	
      “Employer’s Contribution” means, in respect of a
      Participant, the amount credited to a Participant’s Account each Quarter
      by the Employer, being an amount equal to 75% of the Participant’s
      Contribution.



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	 	o) 	
      “Employment” means employment
      as an employee or officer by the Corporation or a Subsidiary as designated
      in such entity’s payroll records, or by any corporation issuing or
      assuming rights or obligations under the Plan. In this regard, neither the
      transfer of a Participant from employment by the Corporation to employment
      by a Subsidiary, nor the transfer of a Participant from employment by a
      Subsidiary to employment by the Corporation, shall be deemed to be a
      termination of employment of the Participant. Moreover, the employment of
      a Participant shall not be deemed to have been terminated because of
      absence from active employment on account of temporary illness or during
      authorized vacation, temporary leaves of absence from active employment
      granted by Corporation or a Subsidiary for reasons of professional
      advancement, education, health, or government service, or during any
      period required to be treated as a leave of absence which, by virtue of
      any valid law or agreement, does not result in a termination of
      employment.

	 	 	 
	 		
      Any worker treated as an independent contractor by the
      employer who is later re-classified as a common-law employee shall not be
      in employment during any period in which such worker was treated by the
      employer as an independent contractor.

	 	 	 
	 	p) 	
      “Market Price” means the
      prevailing market price at the time of either a purchase or sale of Common
      Shares.

	 	 	 
	 	q) 	
      “Officer” means any officer of the
      Corporation, including, without limitation, the Chief Executive Officer,
      President, Chief Financial Officer, and Chief Operating Officer of the
      Corporation.

	 	 	 
	 	r) 	
      “Participant” means any Director, Officer,
      Employee or Consultant.

	 	 	 
	 	s) 	
      “Participant’s Contribution” means the amount
      credited to a Participant’s Account each Quarter out of the Participant’s
      Base Salary, being the Participant’s quarterly Base Salary multiplied by
      the Payroll Deduction Rate.

	 	 	 
	 	t) 	
      “Payroll Deduction Rate” means the percentage of a
      Participant’s quarterly Base Salary to be deducted each Quarter as the
      Participant’s Contribution.

	 	 	 
	 	u) 	
      “Plan” means the AuRico Gold
      Inc. Employee Share Purchase Plan, as set forth herein, and all amendments
      hereto.

	 	 	 
	 	v) 	
      “Quarter” means a quarter of the Corporation’s
      fiscal year.

	 	 	 
	 	w) 	
      “Stock” means the common
      shares of the Corporation.

	 	 	 
	 	x) 	
      “Subsidiary” means any
      domestic or foreign corporation (other than the Corporation) which is
      included in an unbroken chain of corporations beginning with the
      Corporation if each of the corporations other than the last corporation in
      the unbroken chain owns stock possessing fifty percent (50%) or more of
      the total combined voting power of all classes of capital stock in one of
      the other corporations in such chain and (ii) which has been designated by
      the Board or the Corporation as a corporation whose officers, directors,
      employees and consultants are eligible to participate in the
  Plan.

	 	 	 
	 	y) 	
      “Termination Date” with respect to a Participant
      means the date on which the Participant ceases to be a
  Participant.




	3. 	
      Eligibility



Participation in the Plan is voluntary. Only individuals who
are Participants as of the first day of a quarter may participate in the Plan as
of such day. Individuals who have completed their three-month probationary
period, if any, will be eligible to participate in the Plan; however if an
individual’s probationary period ends after the first day of a quarter, then the
individual will only be eligible to participate in the Plan as of the first day
of the next quarter. Each individual who ceases to be a Participant
and who subsequently once more becomes a Participant shall be treated as a new
Participant for eligibility purposes under the Plan. 

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	4. 	
      Participation

	 	 	 
		a) 	
      Payroll Deduction Authorization. To enroll in the
      Plan, a Participant shall execute and deliver to the Benefits
      Representative, on the form prescribed for such purpose, a payroll
      deduction authorization. Such authorization must specify the Participant’s
      chosen Payroll Deduction Rate, and such other information as is required
      to be provided by the Participant on such form. The Payroll Deduction Rate
      chosen must be expressed in whole numbers as a percentage, and must not be
      less than 1% nor or more than 10% of the Participant’s Base Salary. Upon
      receipt by the Benefits Representative, the payroll deduction
      authorization form shall authorize the Corporation to deduct from the
      Participant’s Base Salary and credit to the Participant’s Account the
      amount of the Participant’s Contribution authorized by such
form.

	 	 	 
		b) 	
      Account. Once the Participant has enrolled in the
      Plan, the Corporation shall direct the Administrator to open an Account
      for that Participant to record the transactions occurring under the
      Plan.

	 	 	 
		c) 	
      Employment and Stockholders Rights. Nothing in the
      Plan will confer on a Participant the right to continue in the employ of
      the Employer or will limit or restrict the right of the Employer to
      terminate the Employment of a Participant at any time with or without
      cause. A Participant will have no interest in any Common Share to be
      purchased under the Plan or any rights as a shareholder with respect to
      such Common Share until the Common Share has been purchased and credited
      to the Participant’s Account.

	 	 	 
	5. 	
      Payroll Deductions.

	 	 	 
		a) 	
      Participant Contributions by Payroll Deductions.
      On the first day of each Quarter after a Participant has delivered his
      payroll deduction authorization in accordance with section 4(a), the
      Corporation shall deduct the Participant’s Contribution from the
      Participant’s Base Salary and shall credit such Participant’s Contribution
      to the Participant’s Account.

	 	 	 
		b) 	
      No Other Participant Contributions Permitted. Each
      Participant’s Contributions will be credited to the Participant’s Account
      under the Plan. A Participant may not make any separate cash payment into
      such Account.

	 	 	 
		c) 	
      Changes in Participant Contributions. A
      Participant may increase, decrease, suspend, or resume Payroll
      Contributions under the Plan by giving written notice to the Benefits
      Representative at such time and in such form as the Corporation or
      Benefits Representative may prescribe from time to time. Such increase,
      decrease, suspension or resumption will be effective as of the first day
      of the payroll period as soon as administratively practicable after
      receipt of the Participant’s written notice. Participants shall be
      entitled to change their Payroll Deduction Rate no more than two times per
      calendar year.

	 	 	 
		d) 	
      Continuing Effect of Payroll Deduction Authorization.
      The deduction and crediting of Participant’s Contributions for a
      Participant will commence with the first payroll period of the Quarter
      commencing after the Participant delivers the payroll deduction
      authorization in accordance with section 4(a), and will continue until the
      payroll period in which the Participant (i) elects to end such deductions
      and credits pursuant to the terms of the Plan or (ii) ceases to be a
      Participant.



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	6. 	
      Employer Contributions



On the first day of each Quarter after a Participant has
delivered his payroll deduction authorization in accordance with section 4(a),
the Corporation shall credit the Employer’s Contribution to the Participant’s
Account.

	7. 	
      Issuance of Common Shares

	 	 	 
		a) 	
      Maximum Number of Shares. The maximum number of
      Common Shares that may be issued under the Plan shall be
  1,250,000.

	 	 	 
		b) 	
      Use of Cash Contributions; Purchase Price. All
      cash contributions to the Plan, including Participant’s Contributions,
      Employer’s Contributions and any other such payment that may be permitted
      from time to time, shall be used to purchase Common Shares from treasury.
      Common Shares will be purchased on the last day of each Quarter at a price
      equal to the volume-weighted average trading price of the Common Shares on
      the Toronto Stock Exchange, for Participants residing in Canada, or the
      New York Stock Exchange, for Participants residing in the United States or
      other countries, for the 5 consecutive trading days immediately preceding
      the last day of the Quarter (the “Purchase Price”).

	 	 	 
		c) 	
      No Fractional Shares. Fractional Common Shares
      will not be issued; all fractions will be rounded down to the nearest
      whole Common Share. Any funds remaining in the Participant’s Account as a
      result will be held in the Participant’s Account until the next purchase
      period.

	 	 	 
		d) 	
      Fees and Commissions. The Corporation shall be
      responsible for all fees and commissions in relation to a purchase of
      Common Shares pursuant to the Plan.

	 	 	 
	8. 	
      Vesting

	 	 	 
		a) 	
      Participant Shares. Common Shares purchased with
      Participant’s Contributions will be designated as “Participant
      Shares” and will vest immediately with the Participant.

	 	 	 
		b) 	
      Employer Shares. Common Shares purchased with
      Employer’s Contributions will be designated as “Employer Shares”
      and will vest immediately with the Participant.

	 	 	 
	9. 	
      Ownership of Shares



A Participant will be the beneficial owner of all Common Shares
purchased under his or her Account under the Plan and will have all rights of
beneficial ownership in such shares as of the date such shares are purchased. As
a beneficial owner all rights of a shareholder of the Common Shares shall vest
with the participant on the date such shares are credited to the Participant’s
Account. As such the Participant shall be entitled to vote the Common Shares
held in his Account, and the Corporation and Administrator will arrange for the
Participant to receive the relevant information in regard to such action.

	10. 	
      Withdrawals Under the Plan

	 	 	 
		a) 	
      Vested Shares. Subject to compliance with
      applicable laws, Participants are entitled to sell all Participant Shares
      and Employer Shares held in their Account at any time.

	 	 	 
		b) 	
      Sale Requests. Participants are entitled to
      request a sale of Participant Shares and Employer Shares held in their
      Account on the open market by delivering to the Administrator a written
      request in the form prescribed by the Administrator. Such shares will be
      sold as soon as is administratively practical after receipt of the
      request. The sale price for such Common Shares shall be the prevailing
      market price at the time of such sale.



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		c) 	
      Certificate Requests. Participants are entitled to
      obtain a certificate representing the Participant Shares and Employer
      Shares held in their Account by delivering to the Administrator a written
      request in the form prescribed by the Administrator. Such certificates
      will be issued and delivered to the Participant as soon as is
      administratively practical after receipt of the request.

	 	 	 
		d) 	
      Administrative Fees. Participants are responsible
      for any fees or commissions relating to the sale of their Participant
      Shares and Employer Shares, whether the sale was carried out by the
      Participant or by the Corporation or the Administrator upon the
      Participant’s request.

	 	 	 
	11. 	
      Termination of Employment

	 	 	 
		a) 	
      General Rule. Upon a Participant ceasing to be a
      Participant for any reason, such Participant’s right to participate in the
      Plan will immediately terminate.

	 	 	 
		b) 	
      Termination Due to Retirement, Death or
      Disability. If a Participant ceases to be a Participant due to (i)
      retirement from Employment on or after their attainment of age 65, (ii)
      death or (iii) disability, the Participant (or the Participant’s personal
      representative or legal guardian in the event of disability, or the
      Participant’s beneficiary or the administrator of their will or executor
      of their estate in the event of death), will have the right to elect to
      withdraw or sell all the Common Shares credited to the Participant’s
      Account as of the Termination Date.

	 	 	 
			
      The Participant (or applicable legal representative as
      described above) must make such election in the form prescribed by the
      Administrator. In the event that no such written notice of election is
      received by the Administrator within 30 days of the Participant’s
      termination of employment date, the Participant (or such other designated
      person) will automatically be deemed to have elected to withdraw the
      balance of Common Shares in the Participant’s Account as of the
      Termination Date. Thereafter, any accumulated cash and Common Shares
      credited to the Participant’s Account as of the Termination Date will be
      delivered to, or on behalf of, the Participant as soon as administratively
      practicable. In all cases share balances will be delivered in certificate
      form, and cash will be paid in lieu of any fractional share
    balances.

	 	 	 
		c) 	
      Termination Other Than for Retirement, Death or
      Disability. If a Participant ceases to be a Participant for any reason
      other than retirement, death, or disability, the Participant will have the
      right to elect to withdraw or sell only the Participant Shares credited to
      the Participant’s Account as of the Termination Date. The Participant
      shall not be permitted to withdraw or sell any of the Employer Shares
      credited to the Participant’s Account. The Participant must make such
      election in the form prescribed by the Administrator. In the event that no
      such written notice of election is received by the Administrator within 30
      days of the Termination Date, the Participant will automatically be deemed
      to have elected to withdraw the balance of the Participant Shares held in
      the Participant’s Account as of the Termination Date. Thereafter, any
      accumulated cash derived from the Participant’s Contributions credited to
      the Participant’s Account as of the Termination Date will be delivered to,
      or on behalf of, the Participant as soon as administratively practicable.
      In all cases share balances will be delivered in certificate form and cash
      will be paid in lieu of any fractional share balances.

	 	 	 
		d) 	
      Rehired Participants. Any Participant who ceases
      to be a Participant and who subsequently once more becomes a Participant
      shall be treated as a new Participant for purposes of eligibility to
      participate in the Plan.

	 	 	 
	12. 	
      Interest



No interest will be paid or allowed on any money paid into the
Plan or credited to the Account of any Participant. 

	13. 	
      Administration of the Plan



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		a) 	
      Authority of the Board of Directors. Subject to
      the provisions of the Plan, the Board shall have the plenary authority to
      (a) interpret the Plan, (b) make such rules as it deems necessary for the
      proper administration of the Plan, (c) make all other determinations
      necessary or advisable for the administration of the Plan, (d) amend the
      Plan in accordance with Section 18 of the Plan, and (e) correct any defect
      or supply any omission or reconcile any inconsistency in the Plan in the
      manner and to the extent that the Board deems advisable. Any action taken
      or determination made by the Board pursuant to this and the other
      provisions of the Plan shall be conclusive on all parties. By express
      written direction, or by the day-to-day operation of Plan administration,
      the Board may delegate the authority and responsibility for the day-to-day
      administrative or ministerial tasks of the Plan to a Benefits
      Representative and/or an Administrator, including a brokerage firm or
      other third party engaged for such purpose.

	 	 	 
		b) 	
      Decisions Binding. All determinations and
      decisions made by the Board shall be made in its discretion pursuant to
      the provisions of the Plan, and shall be final, conclusive and binding on
      all persons including the Participants, and their estates and
      beneficiaries.

	 	 	 
	14. 	
      Transferability



No cash or Common Shares credited to a Participant’s Account,
nor any rights to receive Common Shares under the Plan, may be assigned,
transferred, pledged, or otherwise disposed of in any way by the Participant
other than by will or the laws of descent and distribution. Any such attempted
assignment, transfer, pledge, or other disposition will be void and without
effect. 

	15. 	
      Changes in the Corporation’s Capital
    Structure



In the event of any reclassification or change of the Common
Shares, the Plan shall thereafter entitle Participants to purchase, through
their Accounts, the securities of the Corporation of the appropriate class or
classes resulting from said reclassification or change as the Participants would
have been entitled to receive had the Participants been the holders of record of
Common Shares immediately before such reclassification or change. 

In the event of any capital reorganization of the Corporation
at any time while any Option is outstanding, not otherwise covered in this
section 15 or a consolidation, amalgamation or merger of the Corporation with or
into any other entity, the Plan shall thereafter entitle Participants to
purchase, through their Accounts, the securities of the appropriate class or
classes or property of the entity resulting from such capital reorganization,
consolidation, amalgamation, or merger or, as the case may be, that the
Participants would have been entitled to receive on such capital reorganization,
consolidation, amalgamation, or merger if, on the record date or the effective
date thereof, they had been the registered holders of Common Shares. 

In the event that the Corporation takes any action affecting
the Common Shares at any time, other than any action described above, which in
the opinion of the Board would materially affect the rights of the Participants,
the rights of the Participants under the Plan will be adjusted in such manner,
if any, and at such time, as the Board may determine, but subject in all cases
to any necessary regulatory and shareholder approval. Failure to take such
action by the Board so as to provide for an adjustment on or prior to the
effective date of any action by the Corporation affecting the Common Shares will
be conclusive evidence that the Board has determined that it is equitable to
make no adjustment in the circumstances. 

The Corporation shall take such steps in connection with such
transactions as the Corporation shall deem necessary or appropriate to assure
that the provisions of this section are effectuated for the benefit of the
Participants. 

	16. 	
      Plan Expenses



The expenses of the Plan shall be paid by the Corporation
except as otherwise provided herein or under the terms and conditions of any
agreement entered into between a Participant and any Administrator engaged to
administer Accounts. All funds received or held by the Corporation under the
Plan shall be included in the
general funds of the Corporation free of any trust or other restriction, and may be used for any corporate purpose. 

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	17. 	
      Term of the Plan



The Plan shall become effective as of July 1, 2009, subject to
approval by the Board and shareholder and stock exchange approval. 

	18. 	
      Amendment or Termination of the Plan

	 	 	 
		a) 	
      Termination or Amendment Without Shareholder Approval.
      The Board shall have the authority to terminate the Plan at any time,
      or to make the following amendments to the Plan, without the prior
      approval of the Participants or the shareholders of the
  Corporation:




	 	i. 	
      any amendment which is intended to ensure compliance with
      applicable laws, regulations or policies, including but not limited to the
      rules and policies of any stock exchange on which the Common Shares are
      listed for trading;

	 	 	 
	 	ii. 	
      any amendment which is intended to provide additional
      protection to shareholders of the Corporation (as determined at the
      discretion of the Board);

	 	 	 
	 	iii. 	
      any amendment which is intended to remove any conflicts
      or other inconsistencies which may exist between any terms of the Plan and
      any provisions of any applicable laws, regulations or policies, including
      but not limited to the rules and policies of any stock exchange on which
      the Common Shares are listed for trading;

	 	 	 
	 	iv. 	
      any amendment which is intended to cure or correct any
      typographical error, ambiguity, defective or inconsistent provision,
      clerical omission, mistake or manifest error;

	 	 	 
	 	v. 	
      any amendment which is not expected to materially
      adversely effect the interests of the shareholders of the
    Corporation;

	 	 	 
	 	vi. 	
      any amendment which is intended to facilitate the
      administration of the Plan; and

	 	 	 
	 	vii. 	
      subject to Section 18(b), any amendment to the terms of
      the Plan, including but not limited to any amendment to the definitions of
      the terms used in the Plan, the dates on which Participants may become
      eligible to participate in the Plan, the procedure for enrolling in the
      Plan, the minimum and maximum permitted Payroll Deduction Rate, the amount
      of Participants' Contributions and Employer's Contributions and the
      procedures for making, changing, processing, holding and using such
      contributions, vesting, the rights of holders of Participant Shares and
      Employer Shares, the rights to sell or withdraw Common Shares and cash
      credited to a Participant's Account and the procedures for doing the same,
      the interest payable on cash credited to a Participant's Account, the
      transferability of Common Shares, contributions or rights under the Plan,
      the adjustments to be made in the event of certain transactions, Plan
      expenses, restrictions on corporate action, or use of
  funds.




	 	b) 	
      Amendments Requiring Shareholder Approval.
      Notwithstanding Section 18(a):

	 	 	 	 	 
	 		i. 	
      no termination, modification, or amendment of the Plan
      shall adversely affect the rights of a Participant with respect to Common
      Shares previously purchased under the Plan without such Participant’s
      written consent; and

	 	 	 	 	 
	 		ii. 	
      no modification or amendment to the following provisions
      of the Plan shall be effective unless and until the Corporation has
      obtained the approval of the shareholders of the Corporation in accordance
      with the rules and policies of the stock exchanges on which the Common
      Shares are listed for trading:

	 	 	 	 	 
	 			i. 	
      the definition of "Participant" or any defined term
      comprised in such definition which would have the potential of broadening
      or increasing participation by insiders of the Corporation (as such term
      is defined in the applicable securities laws);

	 	 	 	 	 
	 			ii. 	
      the aggregate maximum number of Common Shares that may be
      purchased pursuant to the Plan;

	 	 	 	 	 
	 			iii. 	
      the Purchase Price at which Common Shares may be
      purchased pursuant to the Plan;



7





	 	iv. 	
      the rights of a Participants to withdraw Participant
      Shares and accumulated cash credited to the Participant's Account if the
      Participant ceases to be a Participant for any reason other than
      retirement, death, or disability;

	 	 	 
	 	v. 	
      the extension of any right of a Participant under the
      Plan beyond the date on which such right would originally have
    expired;

	 	 	 
	 	vi. 	
      the addition of a cashless exercise feature, payable in
      cash or securities, if such feature does not provide for a full deduction
      of the number of underlying Common Shares from the aggregate maximum
      number of Common Shares authorized and reserved for issuance under the
      Plan; and

	 	 	 
	 	vii. 	
      the addition of, or amendments to the provisions for, any
      form of financial assistance, other than changes to the Employer's
      Contributions.




	19. 	
      No Restriction on Corporate
  Action



Subject to the Plan, nothing contained in the Plan shall be
construed to prevent the Board or the Corporation from taking any corporate
action which is deemed by the Corporation to be appropriate or in its best
interest, whether or not such action would have an adverse effect on the Plan or
any option granted under the Plan. No Participant, beneficiary or other person
shall have any claim against any Employer as a result of any such action. 

	20. 	
      Use of Funds



All Participants’ Contributions received or held by the
Corporation under the Plan may be used by the Corporation for any corporate
purpose, and the Corporation will not be obligated to segregate such
Participant’s Contributions. 

	21. 	
      Miscellaneous

	 	 	 
		a) 	
      Headings. Any headings or subheadings in this Plan
      are inserted for convenience of reference only and are to be ignored in
      the construction or interpretation of any provisions hereof.

	 	 	 
		b) 	
      Governing Law. This Plan shall be governed and
      construed in accordance with the laws of the Province of Quebec to the
      extent not preempted by federal law.

	 	 	 
		c) 	
      Regulatory Approvals and Compliance. The
      Corporation’s obligation to sell and deliver Common Shares under the Plan
      is at all times subject to all approvals of and compliance with the (i)
      regulations of any applicable stock exchanges and (ii) any governmental
      authorities required in connection with the authorization, issuance, sale
      or delivery of such Common Shares, as well as federal, state and foreign
      securities laws.

	 	 	 
		d) 	
      Severability. In the event that any provision of
      this Plan shall be held illegal, invalid, or unenforceable for any reason,
      such provision shall be fully severable, but shall not affect the
      remaining provisions of the Plan, and the Plan shall be construed and
      enforced as if the illegal, invalid, or unenforceable provision had not
      been included herein.

	 	 	 
		e) 	
      No Guarantee of Tax Consequences. The Board, the
      Corporation and any subsidiary of the Corporation do not make any
      commitment or guarantee that any tax treatment will apply or be available
      to any person participating or eligible to participate in the Plan,
      including, without limitation, any tax imposed by Canada or any other
      country thereof, any estate tax, or any tax imposed by a foreign
      government.

	 	 	 
		f) 	
      No Guarantee against Market Fluctuation. The
      Board, the Corporation and any subsidiary of the Corporation do not make
      any commitment or guarantee against market fluctuation of the Common
      Shares. Participants are advised to consider their overall investment
      position prior to joining the Plan, and are encouraged to consult with an
      independent investment advisor prior to making any investment decision
      concerning the Plan.




	 	 	
       
	 	g) 	
      Statements. The Corporation shall arrange for
      Participants to receive a record of their Account on a Quarterly basis.
      The Corporation reserves the right to amend the frequency of the
      statements so long as Participants receive a record of their Account on at
      least an annual basis.



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