KINROSS BEMA ACQUISITION STOCK OPTION PLAN

1.1       Prior to the acquisition of all of the issued and outstanding common shares of Bema Gold Corporation (“Bema”) by Kinross Gold Corporation (“Kinross” or the “Company”) pursuant to an Arrangement Agreement between the Company and Bema dated as of December 21 , 2006 (the “Arrangement Agreement”), the Board of Directors of Bema (the “Bema Board”) granted to certain employees, directors, officers and others providing substantial services to Bema or certain of its associated, affiliated, controlled or subsidiary companies (collectively called “Eligible Persons”), the right or option to purchase common shares without nominal or par value in the capital of Bema (“Bema Common Shares”) pursuant to the Bema Gold Corporation Incentive Stock Option Plan (each, a “Bema Option”). For the purposes of this Plan, associated companies, affiliated companies, controlled companies and subsidiary companies will have the meanings set forth under Section 1 of the Securities Act (Ontario).

1.2       Each Bema Option outstanding immediately prior to the first moment of time (Toronto time) on the date of the issuance of the Certificate of Arrangement giving effect to the Arrangement Agreement (the “Effective Time”) shall, at the Effective Time, be exchanged for a fully-vested option granted by Kinross pursuant to this Plan (a “Kinross Replacement Option”) to acquire the number of Kinross common shares (“Kinross Common Shares”) equal to the product of (a) the number of Bema Common Shares subject to the Bema Option immediately before the Effective Time, and (b) 0.445289 (being 0.4447 of a Kinross Common Share plus the portion of a Kinross Common Share that, immediately prior to the Effective Time, has a fair market value equal to $0.01 cash), provided that if the foregoing would result in the issuance of a fraction of a Kinross Common Share, then the number of Kinross Common Shares otherwise issued shall be rounded down to the nearest whole number of Kinross Common Shares.

1.3       The Company shall reserve for issuance 8,192,595 Kinross Common Shares to be issued upon exercise of Kinross Replacement Options granted pursuant to this Plan in exchange for Bema Options.

2.1       The purchase price of any Bema Common Shares in respect of which a Bema Option had been granted under the Bema option plan in existence prior to the Effective Time was fixed by the Bema Board at a purchase price not less than the fair market value of the Bema Common Shares at the time the Bema Option was granted. “Fair market value” meant the closing price of the Bema Common Shares on the Toronto Stock Exchange on the last trading day before the day on which the Bema Options were granted. If no shares were traded on such a day, the fair market value was based on the closing price on the last previous day for which a trade was reported by the Toronto Stock Exchange.

2.2       The exercise price per Kinross Common Share subject to any Kinross Replacement Option shall be an amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of (a) the exercise price per Bema Common Share subject to such Bema Option

immediately prior to the Effective Time divided by (b) 0.445289 (being 0.4447 plus such portion of a Kinross Common Share that, immediately prior to the Effective Time, has a fair market value equal to $0.01 cash), provided that the aggregate exercise price payable on any particular exercise of Kinross Replacement Options shall be rounded up to the nearest whole cent.

3.              Option Term

3.1       Prior to, or as of, the Effective Time, each Bema Option became fully vested and exercisable. Each Kinross Replacement Option that has been granted   in exchange for a Bema Option pursuant to this Plan shall be fully exercisable for a period of ten (10) years from the date of grant of the respective Bema Option, and at the end of such time shall terminate.

4.              Non-Transferable

4.1       Any Kinross Replacement Option granted and exchanged for a Bema Option pursuant to this Plan shall be non-transferable by the person to whom it was granted otherwise than by will or the laws of descent and distribution and shall be exercisable during the person’s lifetime only by him.

5.              Effect of Termination of Employment or Death

5.1       If a participant in this Plan dies while employed by the Company or any of its affiliates (including Bema and its affiliates) (collectively, the “Kinross Group”), any Kinross Replacement Option held by him at the date of death shall be exercisable in whole or in part by the person(s) to whom the optionee’s rights under the Kinross Replacement Option shall pass by the optionee’s will or the laws of descent and distribution. All such Kinross Replacement Options shall be exercisable for one (1) year after the date of death or prior to the expiration of the option period in respect thereof, whichever is sooner, and at the end of such period shall terminate.

5.2       If, after the period of eighteen (18) months immediately following the Effective Time (the “Interim Period”), an optionee’s employment is terminated by the Kinross Group for cause, or if after the Interim Period an optionee is removed from office as a director or becomes disqualified from being a director by law, any Kinross Replacement Option or the unexercised portion thereof granted to such optionee shall terminate forthwith. If, after the Interim Period, an optionee ceases to be actively employed by the Kinross Group otherwise than by reason of death or termination for cause, or if an optionee ceases to be a director other than by reason of death, removal or disqualification, any Kinross Replacement Option or unexercised portion thereof held by such optionee at the effective date thereof may be exercised in whole or in part for a period that is the earlier of (a) ninety (90) days thereafter (all dates that are 90 days after the ceasing of active employment, the “Employment Option Termination Date”), and (b) the date the Kinross Replacement Option expires in accordance with its terms; and at the end of such period shall terminate.

5.3       If, during the Interim Period, an optionee ceases to be actively employed by the Kinross Group other than for cause or by reason of death, or if an optionee ceases to be a director other than by reason of death or disqualification from being a director by law, such optionee may continue to exercise his or her Kinross Replacement Options in whole or in part during the period ending on the first to occur of (a) one year following termination or ceasing to be a

director, and (b) the expiry of the exercise period under the original Bema Option. Notwithstanding the foregoing, to the extent that the Kinross Replacement Options would subject an optionee to penalties under section 409A of the Internal Revenue Code of the United States, the optionee must exercise his or her Kinross Replacement Options in whole or in part during the period ending on the first to occur of (a) the last to occur of (i) December 31 ^st of the calendar year in which the Employment Option Termination Date would have occurred had the optionee’s ceasing to be actively employed been deemed to take place after the Interim Period and (ii) the fifteenth day of the third month following the date that would have been the Employment Option