MDC PARTNERS INC. STOCK APPRECIATION RIGHTS PLAN

1.

(a)

“Award” means an award of a SAR granted under the Plan.

(b)

“Base Price” means the grant price of the SAR as determined by the Compensation Committee, which shall not be less than the closing price of the Class A Shares on the Toronto Stock Exchange on the trading day immediately preceding the date of grant.

(c)

“Board” means the Board of Directors of the Company.

(d)

“Class A Shares” means the Class A Subordinate Voting Shares of the Company, or such other class or kind of share or other securities as may be applicable under Section 9.

(e)

“Class A Share Price” means the Fair Market Value of the Class A Shares on the date of exercise of a SAR.

(f)

“Compensation Committee” shall mean the Compensation Committee of the Board, or such other committee or subcommittee duly established by the Board and vested with authority with respect to the Plan, or, in the absence of such a Compensation Committee, the Board.

(g)

“Company” means MDC Partners Inc., a Canadian corporation, or any successor to substantially all its business.

(h)

“Disability” means the inability of a Participant who is an individual (or in the case of a Participant which is an entity other than an individual, the principal Person providing services on behalf of such entity to the Company), in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant's position or retainer with the Company   because of the sickness or injury of the Participant.

(i)

“Effective Date” shall mean January 1, 2003.

(j)

“ Fair Market Value” of a Class A Share shall   mean the weighted average trading price of Class A Shares on the Toronto Stock Exchange for the five trading days immediately preceding the date on which the fair market value is to be determined. In the event that the Class A Shares are not quoted on such system or traded in a similar market, Fair Market Value shall be determined by the Compensation Committee in good faith.

(k)

“Outstanding Issue” means the number of Class A Shares and Class B Shares of the Company that are outstanding immediately prior to the date in question and shall include any other class of participating shares of the Company outstanding on such date;

(l)

“Participant” means an employee, officer, director or service provider of the Company who has been granted an Award under the Plan.

(m)

“Person” means without limitation, an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a trustee executor, administrator, or other legal representative.

(n)

“Plan” means the Stock Appreciation Rights Plan set forth herein, as amended from time to time.

(o)

“SAR” means a stock appreciation right granted under the Plan.

(p)

“SAR Agreement” means an agreement between the Company and a Participant setting forth the terms and conditions of an Award.

(q)

“Share Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of shares to one or more potential Participants including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise;

(r)

“Vesting Date” shall mean the date established by the Compensation Committee on which a SAR may vest.

(a)

The Compensation Committee shall be responsible for administering the Plan.

(b)

The Compensation Committee shall have the authority to adopt such rules as it may deem appropriate to carry out the purposes of the Plan, and shall have authority to interpret and construe the provisions of the Plan and any agreements under the Plan and to make determinations pursuant to any Plan provision or SAR Agreement. Each interpretation, determination or other action made or taken by the Compensation Committee pursuant to the Plan shall be final and binding on all persons. No member of the Compensation Committee shall be liable for any action or determination made in good faith, and the members of the Compensation Committee shall be entitled to indemnification and reimbursement in the manner provided in the Company's articles and by-laws, as the same may be amended from time to time.

(c)

The Compensation Committee may designate persons other than its members to carry out its responsibilities under such conditions or limitations as it may set, except that the Compensation Committee may not delegate its authority pursuant to Section 7 to amend the Plan.

5.

AWARDS UNDER THE PLAN

(a)

General . A SAR will entitle the holder, upon exercise of the SAR, to receive payment of an amount (the “SAR Amount”) determined by multiplying:

(b)

Option to Settle the SAR Amount in Class A Shares .  The Compensation Committee, in its sole discretion, may elect to satisfy the payment of a SAR Amount through the issuance of Class A Shares in lieu of the cash otherwise payable to satisfy such SAR Amount.  The number of Class A Shares to be issued in satisfaction of any SAR Amount shall be determined by dividing the SAR Amount by the Class A Share Price, with any fractional amount being rounded up to the nearest whole share.

(c)

Limitation on Amount Payable . Notwithstanding subsection (a) above, the Compensation Committee may place a limitation on the amount payable upon exercise of a SAR. Any such limitation must be determined as of the date of grant and noted in the SAR Agreement.

(d)

Shares Subject to SAR . The number of Class A Shares to be subject to any SAR granted under the Plan shall be set forth in the SAR Agreement.

(e)

Term . SARs granted under the Plan will be exercisable for a period determined by the Compensation Committee at the time of grant; provided, however, that no SAR shall be exercisable after the expiration of ten years from the date such SAR is granted.

(f)

Exercisability and Vesting . The applicable Vesting Period and any applicable vesting terms governing the exercisability of SARs granted under the Plan shall be as determined by the Compensation Committee at the time of grant, unless earlier terminated in accordance with the terms and conditions of the Participant's SAR Agreement.

(g)

Acceleration of Vesting . The Compensation Committee shall have the authority to accelerate at any time the vesting and exercisability of any SAR granted under the Plan. Without limiting the generality of the foregoing, each SAR   shall immediately become fully vested and exercisable upon the first to occur of the following events: