Alphamin Resources : Management Information Circular

INFORMATION CIRCULAR

10 May 2024

c/o ADANSONIA MANAGEMENT SERVICES LIMITED

Perrieri Office Suites, C2-302, Level 3, Office Block C,

La Croisette, Grand Baie, 30517, Mauritius

(as at 10 May 2024 except as otherwise indicated. All dollar amounts referred to in this information circular are in United States Dollars unless otherwise indicated, except for share price information.)

SOLICITATION OF PROXIES

This information circular (the "Circular") is provided in connection with the solicitation of proxies by the Management of ALPHAMIN RESOURCES CORP. (the "Company"). The form of proxy provided to shareholders (the "Proxy") is for use at the annual general and special meeting of the shareholders of the Company to be held on 19 June 2024 (the "Meeting"), at the time and place set out in the notice of Meeting (the "Notice of Meeting"). The Company will bear the cost of this solicitation. The solicitation will be made by mail, but may also be made by telephone.

APPOINTMENT AND REVOCATION OF PROXY

The persons named in the Proxy are directors and/or officers or agents of the Company. A registered shareholder who wishes to appoint some other person to serve as their representative at the Meeting may do so by striking out the printed names and inserting the desired person's name in the blank space provided. The completed Proxy should be delivered to Computershare Investor Services Inc. ("Computershare") by 9:00 a.m. (local time in Toronto, Ontario) on Monday, 17 June 2024, or 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting at which the Proxy is to be used.

The Proxy may be revoked by:

1. signing a proxy with a later date and delivering it at the time and place noted above;
2. signing and dating a written notice of revocation and delivering it to Computershare, or by transmitting a revocation by telephonic or electronic means, to Computershare, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or by delivering a written notice of revocation and delivering it to the Chairman of the Meeting on the day of the Meeting or adjournment of it; or
3. attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.

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Provisions Relating to Voting of Proxies

The shares represented by Proxy in the form provided to shareholders will be voted or withheld from voting by the designated holder in accordance with the direction of the registered shareholder appointing him or her. If there is no direction by the registered shareholder, those shares will be voted for all proposals set out in the Proxy and for the election of directors and the appointment of the auditors as set out in this Circular. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the management of the Company (the "Management") knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold common shares in their own name. Shareholders who hold their common shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their common shares in their own name (referred to herein as "Beneficial Shareholders") should note that only proxies deposited by shareholders who appear on the records maintained by the Company's registrar and transfer agent as registered holders of common shares will be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those common shares will, in all likelihood, not be registered in the shareholder's name. Such common shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such common shares are registered under the name of Cede & Co., the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms. Common shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial

Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge") in Canada. Broadridge typically prepares a machine-readable voting instruction form ("VIF"), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial

Shareholder who receives a Broadridge VIF cannot use that form to vote common shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of common shares must otherwise be communicated to Broadridge) well in advance of the Meeting in

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order to have the common shares voted. If you have any questions respecting the voting of common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

The Notice of Meeting, Circular, Proxy and VIF, as applicable, are being provided or made available to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories

• those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). The Company's NOBOs and OBOs can expect to be contacted by Broadridge or their brokers or their broker's agents as set out above.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. NI 54-101 allows a Beneficial Shareholder who is a NOBO to submit to the Company or an applicable intermediary any document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. If such a request is received, the Company or an intermediary, as applicable, must arrange, without expense to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Circular, provided that the Company or the intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 9:00 a.m. (Toronto time) on the day which is at least three business days prior to the Meeting. A Beneficial Shareholder who wishes to attend the Meeting and to vote their common shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

All references to shareholders in the Notice of Meeting, Circular and the accompanying Proxy are to registered shareholders of the Company as set forth on the list of registered shareholders of the Company as maintained by the registrar and transfer agent of the Company, Computershare, unless specifically stated otherwise.

Notice and Access

In November 2012, the Canadian Securities Administrators announced the adoption of regulatory amendments to securities laws governing the delivery of proxy-related materials by public companies. As a result, public companies are now permitted to advise their shareholders of the availability of all proxy- related materials on an easily accessible website, rather than mailing physical copies of materials. The Company has decided to deliver the Meeting materials to all registered shareholders and Beneficial Shareholders by posting the Meeting materials on its website http://alphaminresources.com/AGM and such materials will remain on the website for one full year. The Meeting materials will also be available on SEDAR+ at www.sedarplus.ca.

All shareholders will receive a notice-and-access notification which will contain information on how to obtain electronic and paper copies of the Meeting materials in advance of the Meeting. Shareholders who wish to receive paper copies of the Meeting materials may request a copy by calling 1-800-328-0295. Meeting materials will be sent to the shareholder at no cost to them. The Company will not rely upon the use of "stratification", being the provision a paper copy of the Circular with the notice to be provided to shareholders described above. No shareholder will receive a paper copy of the Circular from the Company or any Intermediary unless such shareholder specifically requests same.

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Financial Statements

The audited consolidated financial statements of the Company for the year ended 31 December 2023, together with the auditor's report on those statements, will be presented to the shareholders at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As at the date of the Notice of Meeting, the Company's authorized capital consists of an unlimited number of ordinary shares ("common shares") of which 1,276,210,479 common shares are issued and outstanding. All common shares in the capital of the Company carry the right to one vote.

Shareholders registered as at 6 May 2024, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, the following are the only persons who beneficially own, directly or indirectly, or exercise control or direction over, 10% or more of the issued and outstanding common shares of the Company:

		% of the Class
	Securities so Owned, Controlled	of Outstanding Voting
Name of Shareholder	or Directed	Securities of the Company
Tremont Master Holdings	729,124,559 Common Shares	57.1%

1. The information as to the number and percentage of securities beneficially owned, controlled or directed has been obtained from the persons listed individually and/or publicly available filings.

EXECUTIVE COMPENSATION

Named Executive Officers

For the purposes of this Circular, a named executive officer ("Named Executive Officer") of the Company means each of the following individuals:

1. a chief executive officer ("CEO") of the Company or anyone performing similar functions during any part of the most recently completed financial year;
2. a chief financial officer ("CFO") of the Company or anyone performing similar functions during any part of the most recently completed financial year;
3. the Company's most highly compensated executive officer (including any of its subsidiaries), other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than C$150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and
4. each individual who would be a Named Executive Officer under paragraph (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

During the financial year of the Company ended 31 December 2023, the Named Executive Officers of the Company were: Maritz Smith, Chief Executive Officer, Eoin O'Driscoll, Chief Financial Officer and John Robertson, Managing Director of Alpamin Bisie Mining SA ("ABM").

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Summary Compensation Table

The following table provides a summary of compensation paid, or payable, directly or indirectly, for each of the two most recently completed financial years to the Named Executive Officers and the directors of the Company during those periods (in US dollars, the reporting currency of the Company):

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)

Name and position

Year

Salary,

consulting fee,

retainer or commission ($)

Bonus

($)

Committee or meeting fees

($)

Value of

perquisites

($)

Value of all

other

compensation

($)

Total

compensation

($)

Maritz Smith	2023	$438,804	$379,541	Nil	Nil	Nil	$818,345
Chief Executive
2022	$425,000	$391,700	Nil	Nil	Nil	$816,700
Officer and Director
Eoin O'Driscoll	2023	$320,000	$111,284	Nil	Nil	Nil	$431,284
Chief Financial
2022	$310,000	$264,478	Nil	Nil	Nil	$574,478
Officer and Director
John Robertson(2)	2023	$444,560	$155,469	Nil	Nil	Nil	$600,029
Managing Director
2022	Nil	Nil	Nil	Nil	Nil	Nil
ABM
Rudolf Pretorius	2023	Nil	Nil	$51,912	Nil	Nil	$51,912
Director	2022	Nil	Nil	$50,400	Nil	Nil	$50,400
Charles Needham	2023	Nil	Nil	$121,782(3)	Nil	Nil	$121,782
Director (Chair)	2022	Nil	Nil	$117,660(3)	Nil	Nil	$117,660
Paul Baloyi	2023	Nil	Nil	$61,073	Nil	Nil	$61,073
Director	2022	Nil	Nil	$59,294	Nil	Nil	$59,294
Zain Madarun	2023	Nil	Nil	$10,815	Nil	Nil	$10,815
Director	2022	Nil	Nil	$10,500	Nil	Nil	$10,500
Sean Naylor	2023	Nil	Nil	$45,805	Nil	Nil	$45,805
Director	2022	Nil	Nil	$37,800	Nil	Nil	$37,800
Brendan Lynch	2023	Nil	Nil	Nil	Nil	Nil	Nil
Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
Jan Trouw(4)	2023	$72,000	Nil	$42,353	Nil	Nil	$114,353
Director	2022	$476,274	$208,464	Nil	Nil	$400,000(5)	$1,084,738

Notes:

1. This table does not include any amount paid as reimbursement for expenses.
2. Appointed as Managing Director, Alphamin Bisie Mining SA, effective January 1, 2023.

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1. Includes fees for serving as Chairman of the Board of subsidiary Alphamin Bisie Mining SA ("Alphamin Bisie").
2. Resigned as Managing Director, Alphamin Bisie Mining SA effective 31 December 2022 and appointed as non-executive director effective 14 December 2022.
3. End of contract payment.

External Management Companies

Each of the Named Executive Officers served as an employee of the Company or a subsidiary during the most recently completed financial year. The terms of the agreements under which these services are provided are summarized below under the heading "Employment, Consulting and Management Agreements".

Stock Options and Other Compensation Securities

No compensation securities were granted or issued to directors and Named Executive Officers during the financial year of the Company ended 31 December 2023 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

The following compensation securities were exercised (see footnote 1 to table below) by directors and Named Executive Officers during the financial year of the Company ended 31 December 2023.

EXERCISE(1) OF COMPENSATION SECURTIIES BY DIRECTORS AND NEOs

Name and

position

Type

Number of

Underlying

Securities

Exercised(2)

Exercise Price per security(3)

($)

Date of

Exercise(4)

Closing

Price per

security

on Date of Exercise(5)

($)

Difference

between

exercise and closing price on date of exercise(6) ($)

Total value on exercise date(7)

($)

Maritz Smith	SAR	1,750,000	C$0.20	06/11/23	C$0.83	C$0.63	C$1,102,500
Chief Executive	Equivalent
Officer and	Shares
Director	SAR	666,667	C$0.68	11/09/23	C$0.86	C$0.18	C$120,000(9)
	Equivalent
	Shares
Eoin O'Driscoll	SAR	750,000	C$0.68	11/09/23	C$0.86	C$0.18	C$135,000(9)
Chief Financial	Equivalent
Officer and	Shares
Director (8)
John Robertson	N/A	Nil	N/A	N/A	N/A	N/A	Nil
Managing
Director ABM

Notes:

1. SAR Equivalent Shares are not exercised. Dividends are automatically paid on the Dividend Dates in accordance with the terms of the particular series of SAR Equivalent Shares to the extent the market price (see footnote 5 below) at the Dividend Date exceeds the reference price at the time of award.
2. For SAR Equivalent Shares, this is the number of shares on which dividends were paid.
3. For SAR Equivalent Shares, this is the reference price at the time of award.
4. For SAR Equivalent Shares, this is the Dividend Date.

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1. For SAR Equivalent Shares, this is the 5-day volume weighted average trading price on the TSX Venture Exchange immediately prior to the Dividend Date, in accordance with the terms of the SAR Equivalent Shares.
2. For SAR Equivalent Shares, this is the dividend per share calculated as the difference between the market price on the Dividend Date (see footnote 5 above) and the reference price.
3. For SAR Equivalent Shares, this is the aggregate dividend payment.
4. Shares are held by Cara Investments Limited, a company wholly-owned by Mr. O'Driscoll.
5. Dividends were paid post year end.

Stock Option Plan and other Incentive Plans

Omnibus Incentive Plan

The following information is intended as a brief description of the Company's omnibus equity incentive last ratified by shareholders on 27 June 2023 (the "Omnibus Incentive Plan") and is qualified in its entirety by the full text of the Omnibus Incentive Plan, which will be available for review at the Meeting.

The following is a summary of the material provisions of the Omnibus Incentive Plan:

Adjustments	The Omnibus Incentive Plan may be adjusted if certain changes are made to
	the Company's capitalization (e.g. subdivision, consolidation or
	reclassification of ora distribution of assets on (other than an ordinary course
	dividend) the Company's common shares in order to preclude a dilution or
	enlargement of the benefits dueto Participants under the Omnibus Incentive
	Plan.
Administration	The Omnibus Incentive Plan is administered and interpreted by the Board.
	The Board may decide by resolution to appoint a committee of at least three
	members to administerand interpret the Omnibus Incentive Plan. The Board
	and the committee may also delegate to one or more officers of the Company,
	or to a committee of such officers, the authority, subject to such terms and
	limitations as the Board or the committee maydetermine, to grant, cancel,
	modify, waive rights with respect to, alter, discontinue,suspend or terminate
	Awards.

Amendments

The Board may amend the Omnibus Incentive Plan or any Award with consent of the Participants provided that the amendment shall:

• not adversely alter or impair any Award previously granted;
• be subject to any required regulatory approvals;
• be subject to the approval of the Company's shareholders, where required, provided that the approval of the Company's shareholders is not required for the following amendments and the Board may make any changes which may include but are not limited to: (i) amendments of a "housekeeping" nature; (ii) a change to the vesting provisions of any Award; and (iii) a change or amendments required by the TSX Venture Exchange (the "Exchange").

The Board needs the approval of the Company's disinterested shareholders to make the following amendments:

• any change to the maximum number of common shares of the Company issuable under the Omnibus Incentive Plan, except any

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	increase due to an adjustment or due to the evergreen provisions of
	the Omnibus Incentive Plan;
	• any amendment that reduces the exercise price or extends the expiry
	date of an Award granted to an insider;
	• amend the limitations on the maximum number of c ommon s hares
	of theCompany reserved or issued to insiders under the Omnibus
	Incentive Plan;
	• any amendment that changes the Eligible Participants, including a
	change thatwould have the potential to broaden the participation by
	insiders; and
	• any amendment to the amendment provisions of the Omnibus
	Incentive Plan.
	Common shares held directly or indirectly by insiders that may benefit from
	certainamendments and their associates and affiliates shall be excluded from
	voting when obtaining approval of the holdersof the Company's common
	shares.
Assignability	Awards granted under the Omnibus Incentive Plan are non-transferrable or
	assignable, otherthan in the event of death of the holder.
Black-out Period	If the expiration date of an Option or SAR falls within a black-out period or
	within the 10 business days following the end of the black-out period, then
	the expiration of the Option or SAR is extended to the 10th business day
	following the end of theblack-out period.
Cessation of Service	Cessation for any reason other than cause or death or disability -
	Forfeitureof all unvested Awards. All vested Awards as of the termination
	date shall: (i) in thecase of an RSU, be settled in accordance with the terms
	of the Omnibus Incentive Plan; and (ii) in the case of an Option or SAR, be
	exercised in accordance with theterms of the Omnibus Incentive Plan, at any
	time during the period that terminates on the earlier of: (A) the Option's or
	SAR's expiry date, and (B) the 90th day after the termination date. Any
	Option or SAR that remain unexercised shall be immediatelyforfeited upon
	the termination of such period and all SARES will be automatically redeemed
	for nominal value.
	Termination for cause - Forfeiture of all vested and unvested Awards
	(including the automatic redemption for nominal value of SARES).
	Death or disability of a Participant - Acceleration of vesting of all
	unvested Awards and (i) in the case of a RSU, be settled in accordance with
	the termsof the Omnibus Incentive Plan; and (ii) in the case of an Option or
	SAR, be exercised in accordance with the terms of the Omnibus Incentive
	Plan, at any time during the period thatterminates on the earlier of: (A) the
	Option's or SAR's expiry date, and (B) the first anniversary of the date of the
	death or disability of the Participant. Any Option or SAR that remain
	unexercised shall be immediately forfeited upon the termination of such
	period. SARES shall be automatically redeemed for nominal value on the
	first anniversary of the date of the death or disability of the Participant.

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Change of Control	In the event of a "Change in Control", a reorganization of the Company, an
	amalgamation of the Company, an arrangement involving the Company, a
	take-over bid (as that term is defined in the Securities Act (Ontario)) or
	similar offer or tender offer for all of the Company's common shares or the
	sale or disposition of all or substantially all ofthe property and assets of the
	Company, the Board may make such provision forthe protection of the rights
	of the Participants as the Board in its discretion considers appropriate in the
	circumstances.
	"Change in Control" means an event whereby (i) any person becomes the
	beneficial owner, directly or indirectly, of 50% or more of either the issued
	and outstanding Company's c ommon s hares or the combined voting power
	of the Company's then outstanding voting securities entitled to vote
	generally; (ii) any person acquires, directly or indirectly, securities of the
	Company to which is attached the right to elect the majority of the directors
	of the Company; or (iii) the Company undergoes a liquidation or dissolution
	or sells all or substantially all of its assets.
Eligibility	The persons eligible to receive Awards are the Eligible Participants and
	Awards may be granted to companies wholly-owned by Eligible Participants.
Financial Assistance	The Omnibus Incentive Plan does not contain any form of financial assistance.
Market Value as of	Options - The option price for the Company's common shares that are the
Grant	subject of any Option shall be determined by the Board at the time the Option
	is granted, but may not be less than the "Discounted Market Price" (as
	defined in the Policies of the Exchange) of the Company's common shares
	at the time of grant.
	RSUs - The purchase price of an RSU is determined by the Board and may
	be zero.
	SARs - The exercise price of a SAR shall be fixed by the Board, but may
	not be less than the Market Value at the time of grant. Upon exercise, the
	holder is entitled to receive common shares or the cash equivalent thereof
	having a value equal to the excess of (i) the Market Value of one common
	share on the date of exercise over (ii) the grant price of the right on the date
	of grant, as specified by the Board, which shall not be less than the Market
	Value of one Common share on such date of grant, multiplied by the number
	of common shares with respect to which the SAR shall have been exercised.
	SARESs - The SAR Equivalent Share Reference Price, which is the
	equivalent of an exercise price for an SAR, is the reference price fixed by the
	Board at the time of an Award of SAR Equivalent Shares and specified in the
	constating document creating the relevant series of SAR Equivalent Shares,
	which shall not be less than the "Market Price" (as defined in the policies of
	the Exchange). On specified dividend dates established by the Board, which
	are equivalent to vesting dates for SARs, the holder is entitled to receive a
	cash dividend per share equal to the amount calculated as (i) the excess of (a)
	the Market Value of one common share on the dividend date over (b) the
	SAR Equivalent Share Reference Price, multiplied by (ii) the Vesting

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	Percentage (subject to the right of the Board to elect to satisfy some or all of
	the dividend payment in common shares of the Company in the event that it
	determines that the payment of the dividend in cash might negatively impact
	the Company's cash flow requirements). "Vesting Percentage" means the
	percentage applicable in the calculation of a dividend in respect of a SARES,
	which percentage is fixed by the Board at the time of an Award of SARES
	and specified in the constating document creating the relevant series of
	SARES.
	"Market Value" means at any date when the Market Value of the
	Company's common shares is to be determined, the volume weighted
	average trading price of the common shares on the five trading days prior to
	the date of grant, calculated by dividing the total value by the total volume
	of common shares traded for the five trading days prior to the date of grant
	on the principal stock exchange on which the Company's common shares are
	listed, or if the Company's common shares are not listed on any stock
	exchange, the value as is determined solely by the Board, acting reasonably
	and in good faith.
Plan and	Subject to adjustment pursuant to provisions of the Omnibus Incentive Plan,
Participation Limits	the total number of common shares reserved and available for grant and
	issuance pursuant to Awards shall not exceed five percent (5%) of the total
	issued and outstanding common shares of the Company at the time of
	granting of an Award (on a non-diluted basis) or such other number as may
	be approved by the shareholders of the Company from time to time.
	The aggregate number of common shares of the Company (i) issued to
	insiders under the Omnibus Incentive Plan together with any other security-
	based compensation arrangement of the Company, within any one year
	period and (ii) issuable to insiders at any time under the Omnibus Incentive
	Plan together with any other security based compensation arrangement, shall
	in each case not exceed 5% of the issued and outstanding common shares of
	the Company.
Term	Options - The Board shall determine the period in which an Option is
	exercisable.An Option cannot expire later than 10 years from the date it is
	granted.
	RSUs - The Board shall determine the Restricted Period, provided such
	Restricted Period cannot expire later than December 31 of the year that is
	three years after the calendar year in which the grant of RSUs was made.
	SARs - The Board shall determine the period during which a SAR is
	exercisable,provided such period cannot expire more than 10 years from the
	date the SAR wasgranted.
	SARESs - The Board shall determine the dividend payment dates
	applicable to the SARES, provided that the last of which cannot be more than
	10 years from the date the particular series of SARES were issued.