Spectrum Group International, Inc.
 Non-Employee Directors Compensation Program
Effective May 27, 2010
 1. Purpose and Scope of the Program
 Purpose.
 Status as Sub-Plan Under 1997 Stock Incentive Plan
 Relation of Program to Other Director Compensation.
 2. Definitions.




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3. Administration.
 Authority
 Administrator
 Limitation of Liability
 4. Eligibility.




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5. Grants of RSUs or Stock Options.
 Equity Award Value for Plan Year
 Election as to Form of Award
 Valuation of RSUs and Stock Options.
 Forfeiture and Vesting of RSUs and Stock Options
 Other Terms of RSUs.




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(i)
    
    RSUs that have not been electively deferred shall be settled within 75 days
following vesting (and otherwise within the shortest applicable short-term deferral
period under Code Section 409A).(ii)
    
    RSUs that have been electively deferred shall be settled at the applicable date
under the deferral election, except that settlement shall occur on an accelerated or
delayed basis the same as for Deferred Shares under Section 8.
 Other Terms of Stock Options
 6. Deferral of Director Compensation In Deferred Shares and Deferred Cash; Receipt of Director
Compensation in Non-Deferred Shares
 Elections
 (i)
    
    Effect and Irrevocability of Elections. Unless otherwise determined by
the Administrator in advance of a relevant Plan Year, elections shall be deemed
continuing, and therefore applicable to Plan Years after the initial Plan Year covered
by the election, until the election is modified or superseded by the Participant.
Elections (other than those relating to investment alternatives) shall become
irrevocable immediately before the commencement of the Plan Year to which an election
relates, unless the Administrator specifies an earlier date of irrevocability, provided
that elections that are permitted to be filed with effect during the then-current Plan
Year shall be irrevocable upon filing with the Company. Elections may be modified or
revoked by filing a new election prior to the time the election to be modified or
revoked has become irrevocable. The latest election




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filed with the Administrator shall be deemed to revoke all prior inconsistent
elections that remain revocable at the time of filing of the latest election.
 (ii)
    
    Matters To Be Elected. The Administrator will provide a form or forms
of election which will permit a director to make appropriate elections with respect to
all relevant matters under this Section 6 and Section 7.(iii)
    
    Time of Filing Elections. An election must be received by the
Administrator prior to the applicable deadline (specified by the Administrator and
compliant with Code Section 409A). Under no circumstances may a Participant defer
compensation to which the Participant has attained, at the time of deferral, a legally
enforceable right to current receipt of such compensation.
 Deferral of Director Compensation in the Form of Deferred Shares
 Deferral of Director Compensation in the Form of Deferred Cash




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Receipt of Director Compensation in the Form of Non-Deferred Shares.
 7. Other Terms of Accounts
 Dividend Equivalents on Share Units
 (i)
    
    Cash Dividends. If the Company declares and pays a dividend on Shares
in the form of cash, then the cash amount of the dividend shall be credited to a
Participants Account as of the designated crediting date for such dividend. If no
elective cash deferrals have been authorized under this Program, these cash amounts
will not be credited with interest (unless otherwise determined by the Board). If
elective cash deferrals have been authorized under the Program, such cash amounts shall
be credited with interest as would apply to an interest-bearing cash deferral in the
Account. In all cases the cash dividend equivalents and earnings thereon will be
settled at the same time as the related Share Units are settled.(ii)
    
    Non-Cash, Non-Share Dividends. If the Company declares and pays a
dividend on Shares in the form of property other than Shares, then a number of
additional Share Units shall be credited to a Participants Account as of the
designated crediting date for such dividend equal to (i) the number of Share Units
credited to the Account as of the record date for such dividend, multiplied by (ii) the
Fair Market Value of any property other than Shares actually paid as a dividend on each
Share at such payment date, divided by (iii) the Fair Market Value of a Share at such
designated crediting date; provided, however, that the Board may vary this treatment by
making an adjustment under Section 9(b).(iii)
    
    Share Dividends and Splits. If the Company declares and pays a
dividend on Shares in the form of additional Shares, or there occurs a forward split of
Shares, then a number of additional Share Units shall be credited to the Participants
Account as of the payment date for such dividend or forward Share split equal to (i)
the number of Share Units credited to the Account as of the record date for such
dividend or split multiplied by (ii) the number of additional Shares actually paid as a
dividend or issued in such split in respect of each Share.
 Reallocation of Accounts




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Elections as to Settlement
 (i)
    
    Matters Covered by Election. Subject to the terms of the Program, the
Administrator shall determine whether all deferrals under the Program must be subject
to a single election as to the time or times of settlement, or whether settlement
elections may relate to deferrals relating to a specified Plan Year. If the
Administrator permits elections to relate to a specified Plan Year, such election shall
apply to the amounts originally credited in respect of such Plan Year and to any
additional amounts credited as dividend equivalents or interest or earnings (or losses)
in respect of such originally credited amounts and previously credited additional
amounts.(ii)
    
    Modifying Elections. A Participant may modify a prior election as to
the time at which a Participants Account (or portion thereof) will be settled at any
time prior to the time the Participant ceases to serve as a director of the Company,
but only in compliance with Treasury Regulation § 1.409A-2(b) (including any
requirement that the settlement be delayed by at least five years) and subject to such
additional requirements as may be specified by the Administrator. Such modification
shall be made by filing a new election with the Administrator.
 Statements
 Fractional Shares
 8. Settlement of Accounts




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Form of Distribution
 Death
 Financial Emergency and Other Payments
 Six-Month Delay Rule
 Distribution Upon a Change in Control
 9. General Provisions.
 Limits on Transferability




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Adjustments
 Receipt and Release
 Compliance
 Changes to the Program and Awards
 Unfunded Status of Plan; Creation of Trusts




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Other Participant Rights
 Governing Law
 Limitation
 Severability
 Effective Date and Plan Termination