Exhibit 4.3
                                                                     -----------

                                  AMENDMENT 3
                        PCS U.S. EMPLOYEES' SAVINGS PLAN

         THIS AMENDMENT, made and entered into this ____ day of February, 2002,
and effective as set forth herein, by PCS Administration (USA), Inc. (the
"Sponsor");

                                   WITNESSETH:

         WHEREAS, the Sponsor has previously adopted the PCS U.S. Employees'
Savings Plan (the "Plan") for the benefit of its eligible employees and the
eligible employees of Affiliated Employers, as last amended and restated
effective January 1, 1999, except where otherwise stated;

          WHEREAS, pursuant to Section 12.1 of the Plan, the Sponsor reserves
the right to amend or modify the Plan at any time;

         WHEREAS, pursuant to Section 12.3 of the Plan, the Sponsor has
authorized its employee benefits committee to amend the Plan if certain
conditions are met, all of which are present here; and

         WHEREAS, a favorable letter of determination with respect to the
tax-qualified status of the Plan, as amended and restated, was issued by the
Internal Revenue Service on November 13, 2001, subject to the adoption of
certain amendments required by the Internal Revenue Service with respect to the
Plan;

         WHEREAS, in order to rely on the favorable letter of determination
issued by the Internal Revenue Service on November 13, 2001, it has become
necessary to amend the Plan as required by the Internal Revenue Service, which
amendment has been approved by the Internal Revenue Service.

         NOW, THEREFORE, in consideration of the premises herein contained, the
Plan is hereby amended as follows:

         1. Section 1.1 of the Plan is hereby amended by adding the following to
the end of the Section:

         "The Plan is hereby amended and restated in its entirety effective as
         of January 1, 1999, except where otherwise stated. The family member
         aggregation rules formerly found in the Plan have been removed
         effective January 1, 1997.

         The rights of any person who terminates employment, including his
         eligibility for benefits, if any, and the time and form in which
         benefits will be paid, shall be determined solely under the terms of
         the Plan as in effect on the date of such person's termination of
         employment as determined by the Committee."

         2. Subsection 2.1(k)(2) of the Plan is hereby amended by adding the
following to the end of the subsection:

         "For this purpose, base pay means the base rate of pay on an hourly or
         salaried basis, as applicable, to an Employee by or on behalf of an
         Employer while a Participant (including any amounts which would have
         been paid to such individual if he had not been subject to a
         Compensation Reduction Agreement) for services rendered to the
         Employer, excluding all forms of additional pay such as special pay,
         deferred compensation, bonuses, overtime pay, shift differential,
         incentive compensation, severance pay, retainers or fees under
         contract, commissions and the Employer's cost for (or amounts received
         under) any public or private employee benefit plan including this Plan,
         under rules or practices uniformly and consistently applied to all
         Employees similarly situated."

         3. Section 2.1(k)(3) is amended by deleting the section in its entirety
and inserting in lieu thereof the following:

         "(3) Elective Contributions. Compensation shall include elective
         contributions paid under a Compensation Reduction Agreement or similar
         agreement pursuant to Code sections 125 or 401(k), or, effective for
         plan years beginning after December 31, 1997, Code section 132(f)(4)."

         4. Section 2.1(x)(2) of the Plan shall be amended by deleting that
section in its entirety and substituting in lieu thereof the following:

         "(2) for the preceding Plan Year, had Compensation from the Employer
         and Affiliates in excess of $80,000 (as adjusted for changes in the
         cost of living)."

         5. Section 2.1(bb)(1) of the Plan is hereby amended by deleting the
first paragraph of the section in its entirety and inserting in lieu thereof the
following:

          "(1) In General. Effective as of January 1, 1997, `Leased Employee'
          means a person who is not a common law Employee of an Employer or an
          Affiliate, but who provides services to an Employer or an Affiliate
          (`Recipient') and--"

         6. Section 3.2(b) of the Plan is hereby amended by deleting the
subsection in its entirety and inserting in lieu thereof the following:

            "(b) Cancellation of Eligibility Service and Reemployment. An
                 Employee's Eligibility Service will be canceled if he or she
                 incurs a `one-year break in service.' For the purpose of
                 this subsection, a one-year break in service will occur if
                 an Employee is credited with less than 501 hours of service
                 in a twelve consecutive month period. The twelve-consecutive
                 month period is the same twelve consecutive month period for
                 which the Plan measures service for the eligibility
                 computation period. If the Employee who has incurred a
                 one-year break in service returns to employment with an
                 Employer or an Affiliate, the Employee will be credited with
                 his or her prior Eligibility Service effective as of the
                 first Hour of Service following reemployment unless (1) at
                 the time the Employee terminated employment, the Employee
                 did not have a vested interest in any portion of the
                 Employer Contributions Account and (2) the number of the
                 Employee's one-year breaks in service equals or exceeds the
                 greater of five or the number of his or her years of
                 credited Eligibility Service at termination of employment.
                 If a rehired Employee is not recredited with his or her
                 prior years of Eligibility Service, the Employee will be
                 treated as a new Employee."

         7. Section 3.2 of the Plan is hereby amended by adding the following
new subsection 3.2(c) which shall read as follows:

            "(c) Maternity/Paternity Leave. In the case of an Employee who is
                 absent from work for maternity or paternity reasons, the
                 twelve-consecutive month period beginning on the first
                 anniversary of the first date of such absence shall not
                 constitute a one-year break in service. The break in service
                 shall begin to be measured from the second anniversary of
                 the date such maternity or paternity leave began. For
                 purposes of this Section, an absence from work for maternity
                 or paternity reasons means an absence (1) by reason of the
                 pregnancy of the Employee, (2) by reason of the birth of a
                 child of the Employee, (3) by reason of the placement of a
                 child with the Employee in connection with the adoption of
                 such child by such individual, or (4) for purposes of caring
                 for such child for a period beginning immediately following
                 such birth or placement."

         8. Subsection 4.1(b) of the Plan is hereby amended by adding the
following as the third sentence of the subsection:

         "The Employer shall contribute to the Plan on behalf of the Participant
         an amount equal to 100 percent of the amount of the reduction in
         Compensation pursuant to this paragraph."

         9. Subsection 4.2(a) of the Plan is hereby amended by deleting the
third sentence of the subsection in its entirety and inserting in lieu thereof
the following:

         "The Employer shall contribute to the Plan on behalf of the Participant
         an amount equal to 100 percent of the amount of the reduction in
         Compensation pursuant to this paragraph."

         10. Subsection 4.2(b) of the Plan is hereby amended by adding the
following as the third sentence of the subsection:

         "The Employer shall contribute to the Plan on behalf of the Participant
         an amount equal to 100 percent of the amount of the reduction in
         Compensation pursuant to this paragraph."

         11. Section 4.8(b) of the Plan is hereby amended by deleting in its
entirety the paragraph immediately following paragraph (2) of the section and
inserting in lieu thereof the following:

         "Such ratios and the Actual Contribution Percentage for each group
         shall be calculated to the nearest one-hundredth of 1 percent of an
         Eligible Employee's Compensation, and shall be calculated by taking
         into account all Eligible Employees."

         12. Subsection 4.8(b) of the Plan is hereby amended by adding the
following to the end of the subsection:

         "In the event that this Plan satisfies the requirements of sections
         410(b) and 401(a)(4) of the Code only if aggregated with one or more
         other plans, or if one or more other plans satisfy the requirements of
         sections 410(b) and 401(a)(4) of the Code only if aggregated with this
         Plan, then the contribution percentages of Participants shall be
         determined as if all such plans were a single plan."

         13. Subject to approval by the Internal Revenue Service, subsection
4.8(d) shall be amended by adding a new subsection 4.8(d)(3) which shall read as
follows:

         "(3) To determine the amount of the corrective distribution required
         under this Section, the Committee must calculate the allocable income
         for the Plan Year in which the excess contributions arose. `Allocable
         income' means net income or net loss. To calculate allocable income for
         the Plan Year, the Committee will use a uniform and nondiscriminatory
         method which reasonably reflects the manner used by the Plan to
         allocate income to Participants' Accounts."

         14. Section 4.9(a) of the Plan is hereby amended by deleting the first
paragraph of the section in its entirety and inserting in lieu thereof the
following:

             "(a) General Limitation. For each Limitation Year beginning after
                  December 31, 1994, the Annual Addition (as defined in
                  subsection (c) below) for a Participant shall not exceed the
                  lesser of--"

         15. Subsection 6.1(a) of the Plan is hereby amended by deleting the
first paragraph of the subsection in its entirety and inserting in lieu thereof
the following:

             "(a) In General. Except as otherwise provided in this section, a
                  Participant who terminates employment with all Employers and
                  Affiliates or ceases active employment on account of a
                  Disability may receive a distribution of the balance
                  credited to his Account in one of the forms of payment
                  listed in section 6.3. A Participant's vested balance
                  credited to his Account shall be distributed to him no later
                  than 60 days after the close of the Plan Year in which
                  occurs the latest of his Normal Retirement Date, the tenth
                  anniversary of the year in which he commenced participation
                  in the Plan, or the date of his termination of employment,
                  unless the Participant affirmatively elects to delay
                  distribution as provided in paragraph (b)(1) below. A
                  Participant who attains age 70-1/2 must start benefit
                  payments no later than the Required Beginning Date as
                  defined below."

         16. Section 6.2 of the Plan is hereby renamed "Distributions Upon Death
of Participant."

         17. Subsection 6.2(a) of the Plan is hereby amended by adding the
following as the second paragraph of the subsection:

         "In the event of the death of a Participant after distribution payments
         have commenced (or the death of his spouse if distribution has
         commenced to such spouse), the Participant's remaining Account must be
         distributed to the Participant's Beneficiaries at least as rapidly as
         under the method of distribution that was in effect at the date of his
         death."

         18. Subsection 6.2(a) of the Plan is hereby further amended by adding
the following to the end of the subsection:

         "All distributions required under this Section 6.2 shall be determined
         and made in accordance with the regulations under section 401(a)(9) of
         the Code, including the minimum distribution incidental benefit
         requirement of Treasury Regulation 1.401(a)(9)-2."

         19. Subsection 6.2(c)(2) of the Plan is hereby amended by deleting the
first sentence of the subsection in its entirety and inserting in lieu thereof
the following:

         "The Participant may reject the Preretirement Spouse's Annuity by
         designating a nonspouse Beneficiary in writing and may revoke such
         rejection by written notice at any time and any number of times during
         the election period."

         20. Subsection 6.3(b)(6) of the Plan is hereby amended by deleting the
subsection in its entirety and inserting in lieu thereof the following:

         "(6) Joint and Spouse's Annuity Option. An immediate annuity contract
             that is a Joint and Survivor Annuity where the Beneficiary is the
             spouse to whom the Participant was married at the Annuity Starting
             Date."

         21. Subsection 6.4(a)(1) of the Plan is hereby amended by adding the
following to the end of the subsection:

         "A revocation of a prior waiver may be made by a Participant without
         the consent of the spouse at any time before the commencement of
         benefits. The number of revocations shall not be limited. No consent
         obtained under this provision shall be valid unless the Participant has
         received notice as provided in subsection 6.4(d) below."

         22. Subsection 11.1(b) of the Plan is hereby amended by adding a new
subsection 11.1(b)(3) which shall read as follows:

         "(3) Solely for the purpose of determining if the Plan, or any other
             plan included in an Aggregation Group of which this Plan is a part,
             is top-heavy, the accrued benefit of an Employee other than a Key
             Employee, shall be determined (a) under the method, if any, that
             uniformly applies for accrual purposes under all plans maintained
             by the Employer, or if there is no such method, then (b) as if such
             benefit accrued not more rapidly than the slowest accrual rate
             permitted under the fractional accrual rule of section 411(b)(1)(C)
            of the Code."

         23. Subsection 11.4(a) of the Plan is hereby amended by deleting the
subsection in its entirety and inserting in lieu thereof the following:

         "(a) General. For Limitation Years beginning before 2000, if the Plan
             is determined to be top-heavy for a Plan Year, sections 4.9(b)(2)
             (A) and 4.9(b)(3)(A) shall be applied by substituting `l.0' for
             `1.25' in determining a Participant's Defined Benefit Fraction and
             Defined Contribution Fraction."

         IN WITNESS WHEREOF, the Sponsor has caused this Amendment to be
executed by its duly authorized officers and its corporate seal to be hereunto
affixed, all as of the day and year first above written.

                                         PCS ADMINISTRATION (USA), INC.


                                         By: /s/ Jane Irwin
                                            -----------------------------
                                            Name:  Jane Irwin
                                            Title: Chair, Employee Benefits
                                                   Committee

                                       Date: 2/04/02
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