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                                                                     EXHIBIT 4.4










                               NOVA CHEMICALS INC.




                            CAPITAL ACCUMULATION PLAN





                         EFFECTIVE AS OF JANUARY 1, 1997












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                               NOVA CHEMICALS INC.

                            CAPITAL ACCUMULATION PLAN

                                TABLE OF CONTENTS


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                                                                                                            PAGE NO.

<S>               <C>      <C>                                                                              <C>
INTRODUCTION               ...................................................................................1

SECTION 1         DEFINITIONS
                  1.1      Account............................................................................3
                  1.2      Administrator......................................................................3
                  1.3      Affiliated Company.................................................................3
                  1.4      Annual Earnings....................................................................3
                  1.5      Beaver Valley Bargaining Unit......................................................4
                  1.6      Board..............................................................................4
                  1.7      Code...............................................................................4
                  1.8      Committee..........................................................................4
                  1.9      Company or Employer................................................................4
                  1.10     Compensation.......................................................................4
                  1.11     Effective Date.....................................................................4
                  1.12     Elective Deferrals.................................................................5
                  1.13     Eligible Employee..................................................................5
                  1.14     Employee...........................................................................5
                  1.15     ERISA..............................................................................6
                  1.16     Highly Compensated Employee........................................................6
                  1.17     Highly Compensated Group...........................................................7
                  1.18     Hour of Service....................................................................7
                  1.19     Indian Orchard Bargaining Unit.....................................................9
                  1.20     NOVA Corporation...................................................................9
                  1.21     NOVA Chemicals Stock Fund..........................................................9
                  1.22     NOVA Stock Fund....................................................................9
                  1.23     Participant........................................................................10
                  1.24     Plan...............................................................................10
                  1.25     Plan Year..........................................................................10
                  1.26     Salary Reduction Agreement.........................................................10
                  1.27     Splitoff Effective Date............................................................10
                  1.28     TransCanada Stock Fund.............................................................10
                  1.29     Trust..............................................................................11
                  1.30     Trust Agreement....................................................................11
                  1.31     Trustee............................................................................11
                  1.32     Union..............................................................................11
                  1.33     Valuation Date.....................................................................11
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<S>               <C>      <C>                                                                              <C>
SECTION 2         PARTICIPATION - ELIGIBILITY
                  2.1      Participation......................................................................12
                  2.2      Notice of Eligibility..............................................................12
                  2.3      Termination of Participation.......................................................12
                  2.4      Contributions During Period of Military Leave......................................13

SECTION 3         PARTICIPANTS' ELECTIVE DEFERRALS
                  3.1      Participants' Elections............................................................14
                  3.2      Contribution of Elective Deferrals.................................................15
                  3.3      Annual Dollar Limitation...........................................................15
                  3.4      Actual Deferral Percentage Tests...................................................16
                  3.5      Return of Elective Deferrals to Participants.......................................16
                  3.6      Treatment of Certain Family Participants...........................................18

SECTION 4         COMPANY CONTRIBUTION
                  4.1      Company Contribution...............................................................19
                  4.2      Participants Excluded from Contribution............................................19
                  4.3      Actual Contribution Percentage Test................................................19
                  4.4      Distribution of Excess Contributions...............................................20
                  4.5      Section 415 Limitations............................................................21
                  4.6      Nonelective Contributions..........................................................23
                  4.7      Contributions Conditioned on Tax Deductibility.....................................23
                  4.8      Return of Contributions............................................................23
                  4.9      Payment of Expenses................................................................24

SECTION 5         INVESTMENT OF PARTICIPANTS' ACCOUNTS
                  5.1      Participants' Accounts.............................................................25
                  5.2      Investment of Elective Deferrals...................................................25
                  5.3      Change in Investment Options.......................................................26
                  5.4      Investment of Company Contributions................................................27
                  5.5      Voting of NOVA Corporation Stock, NOVA Chemicals
                           Corporation Stock and TransCanada PipeLines
                           Limited Stock......................................................................27
                  5.6      Title of Investments...............................................................28
                  5.7      Allocation of Trust Earnings and Valuation
                           of Trust Investments...............................................................29
                  5.8      Investment Advisory Fees...........................................................29
                  5.9      Valuation of Funds.................................................................29

SECTION 6         WITHDRAWALS DURING EMPLOYMENT DUE TO FINANCIAL HARDSHIP
                  6.1      Application for Withdrawal due to Financial Hardship...............................30
                  6.2      Basis for Hardship Withdrawal......................................................30
                  6.3      Payment of Hardship Withdrawal.....................................................31
                  6.4      Condition to Receipt of Hardship Withdrawal........................................31
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                                                                                                            PAGE NO.

<S>               <C>      <C>                                                                              <C>
SECTION 7         PAYMENTS ON TERMINATION OF COMPANY EMPLOYMENT,
                  DIVORCE OR OTHER REASONS
                  7.1      Termination of Employment..........................................................33
                  7.2      Death..............................................................................34
                  7.3      Divorce............................................................................36
                  7.4      Direct Rollovers...................................................................36
                  7.5      Notice.............................................................................37
                  7.6      Distributions......................................................................38
                  7.7      Distribution of Benefits...........................................................38
                  7.8      Missing Persons....................................................................38
                  7.9      Payments to Minors and Incompetents................................................39

SECTION 8         PLAN OPERATION AND ADMINISTRATION
                  8.1      Company............................................................................40
                  8.2      Administrator......................................................................40
                  8.3      Committee..........................................................................43
                  8.4      Information from Participants......................................................45
                  8.5      Claims for Benefits................................................................45
                  8.6      Finality of Action.................................................................47
                  8.7      Expenses...........................................................................47

SECTION 9         FIDUCIARY PROVISIONS
                  9.1      Named Fiduciaries..................................................................48
                  9.2      Responsibility of Fiduciary........................................................48
                  9.3      Allocation and Delegation of Fiduciary Duties......................................48
                  9.4      Multifiduciary Status..............................................................49
                  9.5      Immunities.........................................................................49

SECTION 10        AMENDMENT AND TERMINATION OF THE PLAN
                  10.1     Amendment..........................................................................51
                  10.2     Termination........................................................................52
                  10.3     Valuation of Assets................................................................52
                  10.4     Distribution of Assets.............................................................52

SECTION 11        MISCELLANEOUS PROVISIONS
                  11.1     Headings...........................................................................54
                  11.2     Plan Voluntary.....................................................................54
                  11.3     Plan Not Contract of Employment....................................................54
                  11.4     Vested Right.......................................................................54
                  11.5     Severability.......................................................................54
                  11.6     General Undertaking................................................................54
                  11.7     Spendthrift........................................................................55
                  11.8     Number and Gender..................................................................55
                  11.9     Governing Law......................................................................55
                  11.10    Merger, Consolidation, and Transfer of Assets......................................55
                  11.11    Transfer of Assets to or Receipt of Assets from Qualified Plans....................55
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<S>               <C>      <C>                                                                              <C>
                  11.12    Interpretation of Plan.............................................................56
                  11.13    Satisfaction of Claims.............................................................56

SECTION 12        LOANS TO PARTICIPANTS
                  12.1     General............................................................................57
                  12.2     Eligibility........................................................................57
                  12.3     Loan Amount........................................................................57
                  12.4     Rules Relating to Loans............................................................57

SECTION 13        TRANSFERS FROM OTHER PLANS
                  13.1     Transfers from Other Qualified Plans...............................................61
                  13.2     Transfers From Individual Retirement Accounts......................................61
                  13.3     Participation......................................................................61
                  13.4     Administration.....................................................................62
</Table>




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                               NOVA CHEMICALS INC.
                            CAPITAL ACCUMULATION PLAN

                                  INTRODUCTION


This Plan shall be known as the NOVA Chemicals Inc. Capital Accumulation Plan
(the "Plan"). On and before December 31, 1999, the Plan was known as the NOVA
Chemicals Inc. Capital Accumulation Plan for Beaver Valley Hourly Employees. The
Plan was adopted effective October 1, 1996 and includes account balances and
associated loans that were transferred from an ARCO Chemical Company plan as
part of the acquisition of the Beaver Valley facility by NOVA Chemicals Inc.

Effective January 1, 2000 the Plan was amended to include as Eligible Employees,
employees regularly employed by the Company's Indian Orchard Plant whose terms
of employment are covered by a Collective Bargaining Agreement with the Indian
Orchard Bargaining Unit.

The Plan was amended and restated for the benefit of the Eligible Employees of
the entities described herein and to reflect the changes necessitated by the
Uruguay Rounds Agreement Act, the Uniformed Services Employment and Reemployment
Rights Act, the Small Business Job Protection Act of 1996, the Taxpayer Relief
Act of 1997, the Retirement Reconciliation Act of 1998, and the Consolidated
Appropriations Act of 2001 (collectively referred to as "GUST"), and the
Regulations and other IRS guidance promulgated thereunder, effective retroactive
to January 1, 1997 or such other dates as required or permitted by GUST and as
stated in this restated Plan.

The purpose of the Plan is to encourage employee savings and to provide a
facility for accumulation of funds to be used to provide benefits payable to an
employee upon his or her retirement, death, disability, termination of
employment, or certain other occasions. It is intended that this Plan and Trust
meet the requirements of the Employee Retirement Income Security Act of 1974
("ERISA"), be qualified and exempt under Sections 401(a) and 501(a) of



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the Internal Revenue Code of 1986 (the "Code") as amended from time to time, and
to meet the requirements of Section 401(k) of the Code.



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                                    SECTION 1
                                   DEFINITIONS

1.1      ACCOUNT means a separate account maintained by the Trustee for each
         Participant consisting of (a) one subaccount to which is allocated the
         Participant's Elective Deferrals, as adjusted for earnings and
         withdrawals, and realized and unrealized gains and losses attributable
         thereto; and (b) a second subaccount to which is allocated the
         Company's contributions as adjusted for earnings and withdrawals, and
         realized and unrealized gains and losses attributable thereto. These
         subaccounts shall include funds transferred to the Plan pursuant to
         Section 13, as adjusted for earnings and withdrawals, and realized and
         unrealized gains and losses attributable thereto.

1.2      ADMINISTRATOR means the Company. The powers and duties of the
         Administrator are outlined in Section 8.

1.3      AFFILIATED COMPANY means any corporation included with the Company in a
         controlled group of corporations as determined under Code Section
         414(b) or a trade or business under common control with the Company as
         determined under Code Section 414(c), any organization which is a
         member of an affiliated service group as determined under Code Section
         414(m) and any other organization required to be included under Code
         Section 414(o), but only during the period such corporation,
         organization, or trade or business is, as applicable, under common
         control with the Company or in a controlled group of corporations with
         the Company.

1.4      ANNUAL EARNINGS means the amount of base salary or wages, excluding
         overtime, incentive payments, commissions, bonuses, any payments or
         contributions by an Employer from or to the Plan, whether cash or
         otherwise, severance pay, and all other compensation paid in a form
         other than cash which an Employer does not consider to be salary,
         expressed in United States currency, paid by an Employer, to an
         Employee in any Plan Year while a Participant. Effective for Plan Years
         beginning after December 31, 1997, Annual Earnings shall also include
         Elective Deferrals under Code Section



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         402(g)(3), including but not limited to, deferred income contributions
         under this Plan, salary reduction contributions under the Company's
         Flexible Benefits Program and effective January 1, 1997 any salary
         reduction deferrals to a transit reimbursement program that are not
         includable in the gross income of the Employee by reason of Code
         Section 132(f)(4). The maximum annual amount that will be recognized as
         Annual Earnings is the amount adjusted for cost of living increases as
         permitted under Code Section 401(a)(17) and regulations thereunder.

1.5      BEAVER VALLEY BARGAINING UNIT means effective on or about January 1,
         1999 the Paper, Allied Industrial, Chemical Energy Workers
         International Union, Local 2-0074 (for Plan Years prior to January 1,
         1999 the Oil, Chemical and Atomic Workers International Union, Local
         8-74).

1.6      BOARD means the Board of Directors of NOVA Chemicals Inc.

1.7      CODE means the Internal Revenue Code of 1986, as the same may be
         amended from time to time hereafter.

1.8      COMMITTEE means the Committee appointed pursuant to Section 8 of this
         Plan.

1.9      COMPANY OR EMPLOYER means NOVA Chemicals Inc. Employer means the
         Company and such of its Affiliated Companies whose Employees are
         included in this Plan upon authorization of the Board and adoption of
         this Plan by the board of directors of such authorized Affiliated
         Company.

1.10     COMPENSATION means, for the purpose of determining Code Section 415
         limits, compensation as it is defined in Code Section 415(c)(3).

1.11     EFFECTIVE DATE means for this amended and restated Plan, January 1,
         1997 unless otherwise indicated, except that the effective date of
         changes required by:



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         (i)      the Uniformed Services Employment and Reemployment Rights Act
                  are effective as of December 12, 1994;

         (ii)     the Uruguay Rounds Agreement Act are effective as of January
                  1, 1996;

         (iii)    the Small Business Jobs Protection Act are effective as of
                  January 1, 1997;

         (iv)     the Tax Reform Act of 1997 are effective as of January 1,
                  1998;

         (v)      the Retirement Reconciliation Act of 1998 are effective as of
                  January 1, 1999; and

         (vi)     the Consolidated Appropriations Act of 2001 are effective as
                  of January 1, 1997.

         The original Effective Date of this Plan is October 1, 1996.

1.12     ELECTIVE DEFERRALS means reductions pursuant to a Salary Reduction
         Agreement, in whole percentages from one percent through 15 percent of
         a Participant's Annual Earnings, which amounts are transferred by the
         Company to the Trustee of the Plan.

1.13     ELIGIBLE EMPLOYEE means any Employee who (a) is either regularly
         employed by the Company's Beaver Valley Plant and whose terms of
         employment are covered by a collective bargaining agreement with the
         Beaver Valley Bargaining Unit; or (b) effective on and after January 1,
         2000, is regularly employed by the Company's Indian Orchard Plant and
         whose terms of employment are covered by a collective bargaining
         agreement with the Indian Orchard Bargaining Unit.

1.14     EMPLOYEE means an individual employed by an Employer or Affiliated
         Company, and shall include leased employees within the meaning of Code
         Section 414(n)(2).

         Notwithstanding the foregoing, the term "Employee" shall not include
         leased employees if such leased employees constitute less than 20% of
         the Employer's nonhighly



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         compensated work force within the meaning of Code Section 414(n)(5)(A),
         and such leased employees are covered by a money purchase pension plan
         as described in Code Section 414(n)(5)(B).

         An Employee shall not include any person who is not classified for the
         relevant eligibility period by the Employer on its payroll records as
         an Employee of the Employer or an Affiliated Company under Code Section
         3121(d) (including, but not limited to a person classified as an
         independent contractor, a non-employee consultant, or as an employee of
         any other entity) even if such classification is determined to be
         erroneous, or is retroactively revised by a governmental agency, by
         court order or as a result of litigation, or otherwise. In the event
         the classification of a person who was excluded from the classification
         of Employee under the preceding sentence is determined to be erroneous
         or is retroactively revised, the person shall nonetheless continue to
         be excluded from treatment as an Employee for all periods prior to the
         date the Employer, or an Affiliated Company, specifically determines
         for the purpose of eligibility to participate in the Plan that its
         classification of the person was erroneous or should be revised.

1.15     ERISA means the Employee Retirement Income Security Act of 1974, as the
         same may be amended from time to time hereafter.

1.16     HIGHLY COMPENSATED EMPLOYEE means any Employee who at any time during
         the current or preceding Plan Year:

                  (a)      was a 5% owner at any time during the Plan Year or
                           the preceding Plan Year; or

                  (b)      for the preceding Plan Year:

                           (1)      received Compensation in excess of $80,000
                                    as adjusted pursuant to Code Section 415(d),
                                    but using the calendar quarter ending
                                    September 30, 1996 as the base period; and



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                           (2)      if the Company elects the application of
                                    this clause for such preceding year; was
                                    among the highest 20% of Employees when
                                    ranked by Compensation paid for such year,
                                    including, for purposes of determining the
                                    number of such Employees, such Employees as
                                    the Administrator may determine on a
                                    consistent basis pursuant to Code Section
                                    414(q).

         In any event, the determination of a Highly Compensated Employee shall
         be made pursuant to Section 414(q) of the Code and regulations issued
         thereunder.

1.17     HIGHLY COMPENSATED GROUP means the group of Highly Compensated
         Employees who are also Eligible Employees as defined herein.

1.18     HOUR OF SERVICE means:

         (a)      Each hour for which an Employee is paid, or entitled to
                  payment, for the performance of duties for the Company during
                  the computation period in which the duties are performed;

         (b)      Each hour for which an Employee is paid, or entitled to
                  payment, by the Company on account of a period of time during
                  which no duties are performed (irrespective of whether the
                  employment relationship has terminated) due to vacation,
                  holiday, illness, incapacity (including disability), layoff,
                  jury duty, military duty or leave of absence (Including such
                  leaves as covered under The Family and Medical Leave Act of
                  1993); and

         (c)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Company. Such
                  hours shall be credited to the Employee for the computation
                  period or periods to which the award or agreement pertains and
                  where crediting is with respect to periods described under


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                  Subparagraph 1.15(b), it shall be subject to the limitations
                  applicable under that Subparagraph.

         (d)      An Employee will be credited with 200 Hours of Service, to the
                  extent required by Federal law, for each month during which
                  the Employee is on active duty in the Armed Forces of the
                  United States and for which the Employee is not paid or
                  entitled to be paid by the Company.

         (e)      Hours credited for any period under any provision of this
                  Paragraph 1.15 may not also be credited for the same period
                  under any other provisions of this Plan. Hours shall be
                  credited under Subparagraphs 1.15(a) through (c) pursuant to
                  U.S. Department of Labor Regulations under 29CFR Section
                  2530.200b-2, which are incorporated herein by this reference.

         (f)      For all purposes under the Plan, an Employee shall be credited
                  with 200 Hours of Service for each calendar month in which the
                  Employee would otherwise be credited with one or more Hours of
                  Service.

         (g)      Solely for purposes of determining whether a break in service
                  has occurred in a computation period, and to the extent it
                  does not duplicate Hours of Service credited under any other
                  provision of this Paragraph 1.15, an individual who is absent
                  from work for maternity or paternity reasons shall receive
                  credit for the Hours of Service which would otherwise have
                  been credited to such individual but for such absence, or in
                  any case in which such hours cannot be determined, eight Hours
                  of Service per day of such absence. For purposes of this
                  subparagraph, an absence from work for maternity or paternity
                  reasons means an absence which is (i) by reason of the
                  pregnancy of the individual; (ii) by reason of a birth of a
                  child of the individual; (iii) by reason of the placement of a
                  child with the individual in connection with the adoption of
                  the child by such individual; or (iv) for purposes of caring
                  for such child for a period beginning immediately following
                  such birth or placement. The Hours of Service credited under
                  this subparagraph shall be



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         credited within the computation period in which the absence begins if
         the crediting is necessary to prevent a break in service in that
         period, or in all other cases, in the following computation period.

1.19     INDIAN ORCHARD BARGAINING UNIT means the Electronic, Electrical,
         Salaried, Machine and Furniture Workers, AF of L-CIO, Local 288-A.

1.20     NOVA CORPORATION means NOVA Corporation, a Canadian corporation of
         which the Company is a wholly-owned subsidiary.

1.21     NOVA CHEMICALS STOCK FUND means a separate fund within the Trust for
         the Plan composed of issued and outstanding common shares in the
         capital stock of NOVA Corporation on the effective date of the Plan of
         Arrangement involving NOVA Chemicals Inc. and its common shareholders
         and TransCanada PipeLines Limited ("TransCanada") pursuant to an
         agreement entered into between NOVA Corporation and TransCanada dated
         January 24, 1998, as amended, which Plan of Arrangement was approved at
         a meeting of the said common shareholders held on June 29, 1998, or as
         such fund may be subsequently consolidated or subdivided, and any other
         shares resulting from redemption or change of such shares or resulting
         from amalgamation, consolidation or mergers of NOVA Corporation.

1.22     NOVA STOCK FUND means a separate fund within the trust fund for the
         Plan composed of issued and outstanding common shares in the capital
         stock of NOVA Corporation, and any other shares resulting from
         redemption or change of such shares or resulting from amalgamation,
         consolidation or mergers of NOVA Corporation.

1.23     PARTICIPANT means an Eligible Employee who has qualified for
         participation in accordance with the requirements of this Plan.

1.24     PLAN means the NOVA Chemicals Inc. Capital Accumulation Plan as set
         forth herein, and any amendments thereto.



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1.25     PLAN YEAR means the 12-month period commencing on January 1 of each
         calendar year and ending on the immediately following December 31
         except that the first Plan Year shall be the period October 1, 1996
         through December 31, 1996.

1.26     SALARY REDUCTION AGREEMENT means an agreement entered into between the
         Participant and the Company or an Employer, and by which the
         Participant agrees to accept a reduction in Annual Earnings from the
         Company or an Employer equal to any whole percentage, per payroll
         period, not to exceed 15 percent. This agreement shall apply to each
         payroll period during the period it is in effect in which the
         Participant receives Annual Earnings. In consideration of such
         agreement, the Company or an Employer will transfer to the
         Participant's Elective Deferral subaccount the amount of the Elective
         Deferral at the time that regular salary payments are made to its
         Employees.

1.27     SPLITOFF EFFECTIVE DATE means the date as of which the Plan of
         Arrangement dated January 24, 1998, as amended, involving NOVA
         Corporation and its common shareholders and TransCanada PipeLines
         Limited is effective with respect to the exchange of the common shares
         in the capital stock of NOVA Chemicals for shares of capital stock of
         each of NOVA Chemicals Corporation and TransCanada PipeLines Limited.

1.28     TRANSCANADA STOCK FUND means a separate fund within the trust fund for
         the Plan composed of issued and outstanding common shares in the
         capital stock of TransCanada PipeLines Limited ("TransCanada") on the
         effective date of the Plan of Arrangement involving NOVA Corporation
         and its common shareholders and TransCanada pursuant to an agreement
         entered into between NOVA Corporation and TransCanada dated January 24,
         1998, as amended, which Plan of Arrangement was approved at a meeting
         of the said common shareholders held on June 29, 1998, or as
         subsequently consolidated or subdivided, and any other shares resulting
         from redemption or change of such shares or resulting from
         amalgamation, consolidation or mergers of TransCanada.



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1.29     TRUST means the Trust created and maintained pursuant to the Trust
         Agreement executed in furtherance of this Plan.

1.30     TRUST AGREEMENT means the agreement of Trust between the Company and
         Trustee executed in furtherance of the Plan, as may be amended from
         time to time hereafter.

1.31     TRUSTEE means the persons or corporations, or both, designated by
         agreement of Trust between them and the Company to hold contributions
         from the Company, Deferrals of Participants, transfers pursuant to
         Section 13, investments thereof and earnings thereon. The duties and
         responsibilities of the Trustee shall be those set forth in the Trust
         Agreement.

1.32     UNION means both the Beaver Valley Bargaining Unit and the Indian
         Orchard Bargaining Unit, unless the context provides otherwise.

1.33     VALUATION DATE means the last day of each calendar quarter and any
         other date designated as a Valuation Date by the Administrator.



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                                    SECTION 2
                           PARTICIPATION - ELIGIBILITY


2.1      PARTICIPATION. An Eligible Employee shall become a Participant on the
         Employee's date of employment or, if later, the date as of which an
         Employee becomes an Eligible Employee.

2.2      NOTICE OF ELIGIBILITY. The Administrator shall advise the service
         provider as to the date an Employee becomes a Participant. The
         Administrator shall resolve questions regarding the eligibility of any
         Employee. The decision of the Administrator as to such Employee's
         eligibility shall be binding upon the Company, the Employees, the
         Participants, the beneficiaries, and any and all other persons having
         or claiming any interest hereunder.

2.3      TERMINATION OF PARTICIPATION.

         (a)      An Employee's membership shall terminate upon:

                  (i)      death, total disability (as such term is defined
                           under the terms of the Company's long-term disability
                           policy), dismissal, retirement or termination of
                           employment with the Company and all of its U.S.
                           Affiliated Companies for any other reason;

                  (ii)     continuation of a Participant's employment with an
                           acquiring Employer in conjunction with a sale to the
                           acquiring Employer of substantially all of the assets
                           used by the Company or any Affiliated Companies in a
                           trade or business which such entity conducts; or

                  (iii)    a disposition of the Company's interest in an
                           Affiliated Company when the Participant continues
                           employment with such Affiliated Company.



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         (b)      A Participant may not voluntarily terminate eligibility for
                  participation in this Plan during active employment with the
                  Company.

         (c)      If a Participant transfers to an Affiliated Company which is
                  not participating in this Plan, or to an employment
                  classification excluded from Plan participation, the
                  Participant's Account shall not be distributed until the
                  Participant has terminated employment with the Company and all
                  of its U.S. Affiliated Companies or is involved in a sale
                  described in Subparagraph 2.3(a)(ii) or (iii).

2.4      CONTRIBUTIONS DURING PERIOD OF MILITARY LEAVE. Notwithstanding any
         provision of this Plan to the contrary, effective on and after December
         12, 1994 contributions, benefits and service credits for eligibility,
         vesting and participation with respect to qualified military service
         will be provided in accordance with Code Section 414(u).





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                                    SECTION 3
                        PARTICIPANTS' ELECTIVE DEFERRALS

3.1      PARTICIPANTS' ELECTIONS. Each Participant who is an Employee may enter
         into a Salary Reduction Agreement with the Company providing for
         withholding of Elective Deferrals from each of the Participant's
         regular paychecks at a rate of one percent to 15 percent of the
         Participant's Annual Earnings, in whole percentages. A Salary Reduction
         Agreement shall remain in effect until changed by the Participant.

         A Participant's election shall be made in the manner prescribed by the
         Administrator. Once during a calendar year, a Participant may change
         the Participant's election with respect to the Participant's rate of
         future contributions by giving notice in such manner as is prescribed
         by the Administrator. Such changes shall be effective as of the payroll
         period beginning after the date of receipt of such notice by the
         Administrator or as soon as practicable thereafter.

         In the event of a change in the Participant's Annual Earnings, the
         percentage of his or her Annual Earnings that he or she has authorized
         as his or her Elective Deferrals shall be applied as soon as
         practicable with respect to such changed Annual Earnings without action
         by the Participant.

         A Participant's Elective Deferrals made under this Section 3.1 shall be
         subject to the limitations of Paragraphs 3.3, 3.4 and 4.5.

         Notwithstanding the foregoing, effective June 1, 2001, Participants
         whose terms of employment are covered by the collective bargaining
         agreement with the Beaver Valley Bargaining Unit may change the rate of
         their deferral election with respect to their rate of future
         contributions once each month. A Participant shall be deemed to have
         changed the rate of his deferral election by the Participant giving
         notice in such manner as is prescribed by the Administrator. Such
         changes shall be effective as of the payroll period beginning after the
         date of receipt of such deferral election notice by the Administrator
         or



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         as soon as administratively practicable thereafter.

3.2      CONTRIBUTION OF ELECTIVE DEFERRALS. The Company shall pay to the
         Trustee on behalf of each Participant the Elective Deferrals elected by
         the Participant. A Participant's Elective Deferrals for a Plan Year
         shall be paid to the Trustee no later than the 15th business day
         following the end of the month in which the Elective Deferral was
         withheld from such Participant's paycheck.

3.3      ANNUAL DOLLAR LIMITATION.

         (a)      A Participant's Elective Deferrals for a calendar year, when
                  considered together with the amount of salary reduction
                  election by the Participant under any other plan meeting the
                  requirement of Section 401(k) of the Code, may not exceed the
                  amount permitted under Section 402(g) of the Code.

         (b)      Once a Participant's Elective Deferrals reach the limitation
                  described in Subparagraph 3.3(a), all subsequent deferrals
                  will be suspended for the remainder of the calendar year.
                  Elective Deferrals will automatically resume on the following
                  January 1. Unless the Participant elects to change the
                  Elective Deferral percent according to Paragraph 3.1, Elective
                  Deferrals will resume at the rate in effect on the suspension
                  date.

         (c)      If a Participant notifies the Administrator on or before March
                  1 after the close of a calendar year that the Participant's
                  total Elective Deferrals (within the meaning of Section
                  402(g)(3) of the Code) for such calendar year exceed the
                  limitation of Subparagraph 3.3(a), the Administrator shall
                  direct that such excess Elective Deferrals, plus any income
                  and minus any loss allocable thereto for the calendar year, be
                  distributed no later than the April 15 following notification
                  to the Administrator. A Participant is deemed to notify the
                  Administrator of Elective Deferrals in Excess of the
                  limitation in Subparagraph 3.3(a) that arise by taking
                  into account those Elective Deferrals made to the Plan or to
                  any other plan of the

                                     - 15 -
<Page>

                  Company or an Affiliated Company that is intended to meet the
                  requirements of Section 401(k) of the Code.

         (d)      For purposes of Subparagraph 3.3(c), gain or loss allocable to
                  excess Elective Deferrals shall be computed under the method
                  used by the Plan to allocate gains and losses.

3.4      ACTUAL DEFERRAL PERCENTAGE TEST. The Plan shall comply with the
         requirements of Section 401(k)(3) of the Code and the regulations
         thereunder, including Treas. Reg. 1.401(k)-1(b), including the prior
         Plan Year testing methodology, which provisions are incorporated herein
         by this reference. To the extent permitted by regulations, matching
         contributions described in Paragraph 4.1 and nonelective contributions
         described in Paragraph 4.4 may, at the discretion of the Administrator,
         be deemed Elective Deferrals for purposes of this Paragraph 3.4. The
         requirements of Section 401(k)(3) of the Code shall be applied
         separately with respect to Participants in the Beaver Valley Bargaining
         Unit and the Indian Orchard Bargaining Unit, except where applying the
         requirements of such Section to Participants in both Unions shall
         result in both Unions satisfying the aforesaid requirements.

3.5      RETURN OF ELECTIVE DEFERRALS TO PARTICIPANTS.

         (a)      If the Administrator determines pursuant to Paragraph 3.4,
                  that a Participant is not eligible to defer any or all amounts
                  elected under Paragraph 3.1, the Administrator may elect, in
                  its discretion, to pursue any of the following steps or any
                  combination of them:

                  (i)      the Administrator may authorize a suspension or
                           reduction of Elective Deferrals made under Paragraph
                           3.1 by authorizing a suspension or reduction of
                           deferrals above a specific dollar amount or percent
                           of Annual Earnings; or


                                     - 16 -
<Page>


                  (ii)     the Administrator may reduce the Elective Deferrals
                           of Highly Compensated Employees to the percent
                           necessary to meet the requirements of Paragraph 3.4.
                           The reduction will be accomplished by reducing the
                           Elective Deferrals of Highly Compensated Employees in
                           order of their actual deferral percentages, as
                           defined in regulations, beginning with the
                           Participants having the highest percentage until the
                           requirement of Paragraph 3.4 is met.

         (b)      If, after the end of each Plan Year beginning on January 1,
                  1997 and thereafter, the Administrator determines that the
                  Elective Deferrals made on behalf of the Highly Compensated
                  Employees are in excess of the amounts permitted under Section
                  3.4, the Administrator shall determine the aggregate dollar
                  amount that needs to be refunded in order to comply with the
                  requirements of Section 3.4 and refund such aggregate dollar
                  amount to the affected Participants. Such refunds shall be
                  accomplished by allocating the aggregate dollar amount among
                  the affected Highly Compensated Employees and refunding the
                  applicable dollar amount of Elective Deferrals to such Highly
                  Compensated Employees, beginning with the Highly Compensated
                  Employee(s) having the highest dollar amount of Elective
                  Deferrals and continuing to allocate and refund the excess
                  contributions from the highest dollar amount of Elective
                  Deferrals until such aggregate dollar amount has been
                  refunded.

         The Plan will not fail to satisfy the nondiscrimination requirements of
         Section 401(k) of the Code merely because the Plan fails to satisfy the
         requirements prescribed in Section 3.4 after the excess contributions
         have been refunded.

         The Administrator shall return Elective Deferrals to the extent
         necessary to comply with the requirements of Section 3.4. Such return
         of "excess contributions" shall be made in the same manner as described
         in Section 3.5(a) or (b) above and in accordance with the applicable
         requirements of Section 401(k) of the Code and regulations thereunder.
         The amounts reduced (or refunded), together with gain or loss allocable
         thereto for the Plan



                                     - 17 -
<Page>

         Year, will be paid to affected Participants within 2-1/2 months if at
         all possible, following the end of the Plan Year in which such
         contributions were made and in no event later than the end of the
         following Plan Year.

         (c)      Gain or loss, for purposes of Subparagraph 3.5(a) or (b)
                  allocated to excess contributions shall be computed under the
                  method used by the Plan to allocate gains and losses.

         (d)      Amounts distributable under Subparagraph 3.5(a) or (b) will be
                  reduced by excess deferrals previously distributed because the
                  limit under Paragraph 3.3 was exceeded.

         (e)      This Paragraph 3.5 will be applied after taking into account
                  any reduction in, or repayment, of Elective Deferrals under
                  Paragraphs 3.3 and 4.5.

3.6      TREATMENT OF CERTAIN FAMILY PARTICIPANTS. For Plan Years on and after
         January 1, 1997 the family aggregation rules of Code Section 414(q)(6)
         shall not apply to the limitations set forth in Paragraph 3.4, except
         with respect to the identification of five-percent owners pursuant to
         Code Section 414(q).




                                     - 18 -
<Page>


                                    SECTION 4
                              COMPANY CONTRIBUTION


4.1      COMPANY CONTRIBUTION. Subject to the provisions of Paragraphs 4.2 and
         4.3, for each pay period, the Company shall pay to the Trustee a
         contribution on behalf of each Participant: (a) who is covered by the
         Beaver Valley Bargaining Unit an amount that is equal to 200 percent of
         the Participant's Elective Deferrals for the pay period which do not
         exceed three percent of the Participant's Annual Earnings for the pay
         period; or (b) who is covered by the Indian Orchard Bargaining Unit an
         amount that is equal to 50 percent of the Participant's Elective
         Deferrals for the pay period which do not exceed eight percent of the
         Participant's Annual Earnings for the pay period. These contributions
         shall be made no later than 30 days following the date on which the
         related Elective Deferrals are made.

4.2      PARTICIPANTS EXCLUDED FROM CONTRIBUTION. The Company contribution
         described in Paragraph 4.1 shall not be made on behalf of a Participant
         described in one or more of the following subparagraphs:

         (a)      a Participant who is an officer of the Company; or

         (b)      a Participant whose Annual Earnings exceed $150,000 (as
                  indexed pursuant to Section 401(a)(17) of the Code).

4.3      ACTUAL CONTRIBUTION PERCENTAGE TEST. The Plan shall comply with the
         requirements of Section 401(m)(2) and Section 401(m)(9) of the Code,
         and the regulations thereunder, including Treas. Reg. Section
         1.401(m)-l(b) and Treas. Reg. Section 1.401(m)-2, including the prior
         Plan Year testing methodology, which provisions are incorporated herein
         by this reference. To the extent permitted by regulations, Elective
         Deferrals described in Paragraph 3.1 and nonelective contributions
         described in Paragraph 4.6 may, at the discretion of the Administrator,
         be taken into account in satisfying this Paragraph



                                     - 19 -
<Page>

         4.3. The requirements of Section 401(m)(2) and Section 401(m)(9) of the
         Code shall be applied separately with respect to Participants in the
         Beaver Valley Bargaining Unit and the Indian Orchard Bargaining Unit,
         except where applying the requirements of such Sections to Participants
         in both Unions shall result in both Unions satisfying the aforesaid
         requirements.

4.4      DISTRIBUTION OF EXCESS CONTRIBUTIONS.

         (a)      If the Administrator determines, in its discretion, that the
                  allocation of Company contributions pursuant to Paragraph 4.1
                  to Participants' Accounts for a Plan Year does not meet a
                  requirement of Paragraph 4.3, the Administrator may reduce the
                  allocation of such Company contributions to the Accounts of
                  certain Participants who are Highly Compensated Employees to
                  the extent necessary to meet that requirement. Effective for
                  Plan Years beginning on or after January 1, 1997, such
                  reduction shall be accomplished by reducing the amount of the
                  affected Participants' contributions, beginning with the
                  Participant having the highest dollar amount of contribution
                  allocations until the requirements set forth in Section 4.3
                  above are met. For Plan Years prior to January 1, 1997, the
                  reduction will be accomplished by reducing allocations to the
                  Accounts of Participants who are Highly Compensated Employees
                  in order of their Actual Contribution Percents, beginning with
                  the Participant having the highest percent until a requirement
                  of Paragraph 4.3 is met. The reduced amounts, adjusted by gain
                  or loss allocable thereto for the Plan Year, will be returned
                  to affected Participants within 2-1/2 months, if at all
                  possible, following the end of the Plan Year in which such
                  contributions were made and in no event later than the end of
                  the following Plan Year.

         (b)      Gain or loss, for purposes of Subparagraph 4.4(a), allocated
                  to excess aggregate contributions shall be computed under the
                  method used by the Plan to allocate gains and losses.



                                     - 20 -
<Page>

4.5      SECTION 415 LIMITATIONS.

         (a)      In addition to other limitations set forth in the Plan and
                  notwithstanding any other provisions of the Plan, "annual
                  additions" made to this Plan (and all other defined
                  contribution plans required to be aggregated with the Plan
                  under the provisions of Section 415 of the Code) shall not
                  exceed an amount in excess of the limit set forth in such
                  section of the Code. For purposes of calculating such limit
                  under Section 415 of the Code, the "limitation year" shall be
                  the calendar year. The "annual addition" with respect to a
                  Participant for any limitation year shall be the sum of the
                  following allocated to his or her Account for such year:

                  (i)      Company contributions; plus

                  (ii)     Elective Deferrals; plus

                  (iii)    any amount applied from the suspense account
                           (described in subparagraph (b)(iv) of this Section
                           4.5); plus

                  (iv)     any amount considered an annual addition under any
                           other defined contribution plan maintained by the
                           Company; plus

                  (v)      excess contributions and excess aggregate
                           contributions as defined in Sections 401(k)(8)(B) and
                           401(m)(6)(B) of the Code, respectively; plus

                  (vi)     excess deferrals, as defined in Section 402(g) of the
                           Code, to the extent such deferrals have not been
                           returned to the affected Participant by the April 15
                           following the limitation year in which such excess
                           deferral was made; plus

                  (vii)    amounts described in Sections 415(l)(1) and
                           419A(d)(2) of the Code.

         (b)      If the limitations described in Section 415(c) of the Code are
                  exceeded for a



                                     - 21 -
<Page>

                  Participant for a limitation year, the excess will be
                  eliminated as follows:

                  (i)      provisions of any other defined contribution plans
                           established by the Company or an Affiliated Company
                           which have caused the limits to be exceeded will be
                           applied; provided, however, that if such other Plan
                           is described in Section 401(k) of the Code, the
                           provisions of the Plan in which the Participant is
                           active as of the last day of the limitation year
                           shall be applied before the provisions of the Plan in
                           which the Participant is inactive;

                  (ii)     amounts attributable to after tax contributions made
                           by the Participant to the Plan (or any other plan
                           maintained by the Company or any Affiliated Company)
                           shall be paid to the Participant;

                  (iii)    amounts attributable to Elective Deferrals made by a
                           Participant to the Plan (or any other plan maintained
                           by the Company or an Affiliated Company) shall be
                           paid to the Participant;

                  (iv)     the excess, if any, will be held unallocated in a
                           suspense account. The suspense account will be
                           applied to reduce contributions for remaining
                           Participants in the limitation year, and each
                           succeeding limitation year, if necessary. If a
                           suspense account is in existence at any time during
                           the limitation year pursuant to this subparagraph, it
                           will not participate in the allocation of the
                           investment gains and losses; and

                  (v)      for Plan Years beginning prior to January 1, 2000, if
                           the limitations described in Section 415(e) of the
                           Code are exceeded for a Participant for a limitation
                           year beginning before January 1, 2000, the excess
                           will be eliminated by applying the provisions of the
                           defined benefit plan in which the Participant
                           participates.



                                     - 22 -
<Page>

4.6      NONELECTIVE CONTRIBUTIONS.

         (a)      The Administrator, in its sole discretion, may make a
                  nonelective contribution to the Accounts of certain
                  Participants who are not highly compensated to the extent
                  necessary to satisfy the requirement of Paragraph 3.4 of the
                  Plan, or to assist the Plan or any other plan of the Company
                  or any Affiliated Company to satisfy the requirements of
                  Section 410(b) of the Code.

         (b)      A contribution under this Paragraph 4.6 shall be allocated to
                  eligible Participants in the ratio that the Earnings of each
                  such Participant for the Plan Year bears to the total Earnings
                  of all such Participants for the Plan Year.

4.7      CONTRIBUTIONS CONDITIONED ON TAX DEDUCTIBILITY. All Elective Deferrals
         and Company contributions shall be conditioned upon their deductibility
         by the Company for federal income tax purposes; provided, however, that
         no contributions shall be returned to the Company, except as provided
         in Section 4.8.

4.8      RETURN OF CONTRIBUTIONS. Notwithstanding any other provision of this
         Plan, an Elective Deferral or Company contribution upon request by the
         Company may be returned to the Company if:

         (a)      the contribution was made by reason of a mistake of fact; or

         (b)      the contribution was conditioned upon its deductibility for
                  income tax purposes and the deduction was disallowed.

         Such contribution shall be returned to the Company within one year of
         the mistaken payment of the contribution or the disallowance of such
         deduction, as the case may be.

         The amount which may be returned to the Company is the excess of the
         amount contributed over the amount that would have been contributed had
         there not occurred the



                                     - 23 -
<Page>

         circumstances causing the excess. Earnings attributable to the excess
         contribution may not be returned to the Company, but losses thereto
         shall reduce the amount to be returned. Furthermore, if the withdrawal
         of the amount attributable to the excess contribution would cause the
         balance of the Account of any Participant to be reduced to less than
         the balance which would have been in the Account had the excess amount
         not been contributed, then the amount to be returned to the Company
         shall be limited to avoid such reduction. In the event any Elective
         Deferrals are returned to a Company pursuant to this Section 4.8, the
         Company shall directly reimburse affected Participants for the amounts
         so returned.

4.9      PAYMENT OF EXPENSES. In addition to its contributions, the Company may
         elect to pay the administrative expenses of the Plan and fees and
         retainers of the Plan's Trustees, consultants, administrators,
         recordkeepers, auditors, counsel, and other advisors or service
         providers so long as the Plan or trust fund remains in effect. If the
         Company does not elect to pay all or part of such expenses, the Trustee
         may pay these expenses and charge the payment thereof against the trust
         fund for the Plan Year in which the expenses were incurred.




                                     - 24 -
<Page>


                                    SECTION 5
                      INVESTMENT OF PARTICIPANTS' ACCOUNTS


5.1      PARTICIPANTS' ACCOUNTS. The Administrator shall establish and maintain
         a separate Account in the name of each Participant. Separate records
         shall be maintained with respect to the portion of a Participant's
         Account attributable to Elective Deferrals under Section 3 and earnings
         thereupon, and the portion of a Participant's Account attributable to
         Company contributions under Section 4 and earnings thereupon.
         Participants' Accounts shall also contain amounts transferred to the
         Plan under Section 13 and earnings thereon.

5.2      INVESTMENT OF ELECTIVE DEFERRALS. Upon receipt of a Participant's
         Elective Deferrals, or transferred funds pursuant to Section 13
         attributable to employee before-tax contributions and earnings thereon,
         the Trustee shall invest such Elective Deferrals among the following
         investment alternatives, in the proportion indicated by the Participant
         in his or her investment directions provided to the Administrator:

         (a)      in the NOVA Stock Fund, but not after the Splitoff Effective
                  Date;

         (b)      in the NOVA Chemicals Stock Fund, but only after the Splitoff
                  Effective Date;

         (c)      in the TransCanada Stock Fund, but only in connection with the
                  exchange of shares in the NOVA Stock Fund as of the Splitoff
                  Effective Date; and

         (d)      other investment alternatives as may be specified by the
                  Committee from time to time, subject to the following rules:

                  (i)      investment is authorized in any collective investment
                           fund, including common and group trust funds that
                           consist exclusively of assets of pension and profit
                           sharing trusts and individual retirement trust
                           accounts qualified



                                     - 25 -
<Page>

                           and tax exempt under the Code. The assets so invested
                           shall be subject to the provisions of the instruments
                           (as they may be amended) establishing and governing
                           such funds, which are incorporated herein and made a
                           part of the Plan; and

                  (ii)     investment in securities shall be limited to those
                           readily tradable on an established market and to the
                           extent authorized by the Committee.

         The Administrator may, in its sole discretion, eliminate one or more
         investment funds, offer additional investment funds, or alter the
         underlying investments of one or more funds from time to time.
         Participants shall be notified of any change in investment funds prior
         to the effective date of such changes.

         It is intended that the Plan constitute an ERISA Section 404(c) plan
         and that as such the Plan fiduciaries may be relieved of liability for
         losses which are the result of a Participant's or former Participant's
         investment instructions. As such, the Administrator shall make
         available to Participants and former Participants pertinent investment
         information outlined in ERISA Section 404(c).

5.3      CHANGE IN INVESTMENT OPTIONS. A Participant's directions as to the
         initial investment of his or her Elective Deferrals and, if applicable,
         the Company's contributions shall be provided in such manner as is
         prescribed by the Administrator. Such directions shall remain in effect
         until new directions are provided to the Administrator by the
         Participant. A Participant may change the direction as to his existing
         Account or his future Elective Deferrals or, if applicable, Company
         contributions at any time by providing notice in such manner as may be
         prescribed by the Administrator. Any change of investment directions
         shall be effective, as soon as administratively practicable, with
         respect to Elective Deferrals and, if applicable, Company contributions
         paid to the Trustee for pay periods beginning after the notice is
         received by the Administrator.

5.4      INVESTMENT OF COMPANY CONTRIBUTIONS.



                                     - 26 -
<Page>

         (a)      All contributions by the Company pursuant to Paragraph 4.1 to
                  the Accounts of Participants who are covered by the Beaver
                  Valley Bargaining Unit shall at all times be invested in the
                  NOVA Stock Fund or NOVA Chemicals Stock Fund. Contributions
                  under Paragraph 4.1 for such Participants made in cash and
                  cash dividends paid on shares in the NOVA Stock Fund that are
                  attributable to Company contributions shall be applied to
                  purchase shares of NOVA Corporation or NOVA Chemical
                  Corporation common stock.

         (b)      All contributions by the Company pursuant to Paragraph 4.1 to
                  the Accounts of Participants who are covered by the Indian
                  Orchard Bargaining Unit shall be invested in the proportions
                  indicated by the Participant in his or her investment
                  directions provided to the Administrator among the investment
                  alternatives provided pursuant to Section 5.2.

5.5      VOTING OF NOVA CORPORATION STOCK, NOVA CHEMICALS CORPORATION STOCK AND
         TRANSCANADA PIPELINES LIMITED STOCK.

         (a)      The Trustee shall vote whole shares of the common stock in
                  NOVA and, after the Splitoff Effective Date, the common stock
                  of each of NOVA Chemicals and TransCanada PipeLines Limited
                  credited to each Participant's Account in accordance with such
                  Participants' written instructions. Fractional shares of the
                  common stock of each of NOVA Corporation, TransCanada
                  PipeLines Limited and NOVA Chemicals, whichever shall apply,
                  shall be aggregated into whole shares of stock for each such
                  corporation and voted by the Trustee, to the nearest whole
                  vote, in the same proportion as shares are to be voted by the
                  Trustee pursuant to Participants' written instructions. In the
                  absence of voting instructions by one or more Participants,
                  the Trustee shall vote uninstructed shares, to the nearest
                  whole vote, in the same proportion as are shares to be voted
                  by the Trustee pursuant to Participants' written instructions.
                  The Trustee shall vote unallocated shares to the nearest whole
                  vote in the same proportion as allocated shares are to



                                     - 27 -
<Page>

                  be voted by the Trustee pursuant to Participants' written
                  instructions.

         (b)      The Trustee shall exercise rights other than voting rights
                  attributable to whole shares of NOVA Corporation common stock
                  and, after the Splitoff Effective Date, whole shares of NOVA
                  Corporation and TransCanada PipeLines Limited common stock,
                  whichever shall apply, credited to each Participant's Account
                  in accordance with such Participants' written instructions.
                  Rights attributable to fractional shares of the common stock
                  of each of NOVA Corporation, NOVA Chemicals Corporation or
                  TransCanada PipeLines Limited, whichever shall apply (which
                  for this purpose shall be aggregated into whole shares of
                  stock for each such corporation) shall be exercised by the
                  Trustee in the same proportion as rights which are exercised
                  by the Trustee pursuant to Participants' written instructions.
                  In the absence of instructions by one or more Participants,
                  the Trustee shall exercise uninstructed rights in the same
                  proportion as rights which are to be exercised by the Trustee
                  pursuant to Participants' written instructions. The Trustee
                  shall exercise rights attributable to unallocated shares in
                  the same proportion as rights attributable to allocated shares
                  which are to be exercised by the Trustee pursuant to
                  Participants' written instructions.

         (c)      The Trustee shall notify the Participants of each occasion for
                  the exercise of voting rights and rights other than voting
                  rights within a reasonable time before such rights are to be
                  exercised. This notification shall include all the information
                  that NOVA Corporation, NOVA Chemicals Corporation or
                  TransCanada PipeLines Limited, as applicable, distributes to
                  shareholders regarding the exercise of such rights.

5.6      TITLE OF INVESTMENTS. All investments will be held in the name of the
         Trustee or its nominees.

5.7      ALLOCATION OF TRUST EARNINGS AND VALUATION OF TRUST INVESTMENTS.



                                     - 28 -
<Page>

         (a)      All dividends or other distributions attributable to shares of
                  the common stock of NOVA Corporation or, after the Splitoff
                  Effective Date, the common stock of NOVA Chemicals Corporation
                  and TransCanada PipeLines Limited shall be allocated to the
                  Participant whose Account is credited with such shares.

         (b)      All income attributable to investments other than the common
                  stock of NOVA Corporation and after the Splitoff Effective
                  Date, the common stock of NOVA Chemicals Corporation and
                  TransCanada PipeLines Limited shall be allocated to the
                  Participant's Account in the ratio that each Participant's
                  investment balance bears to such account balance of all such
                  Participants. For the purpose of determining such allocation,
                  the investments shall be valued at fair market value.

5.8      INVESTMENT ADVISORY FEES. The investment advisory fees, if any,
         incurred for management of any of the investment funds are charged to
         each respective fund.

5.9      VALUATION OF FUNDS. Each investment fund shall be valued by the Trustee
         as of each Valuation Date. The Accounts of all Participants and former
         Participants shall be adjusted as of each Valuation Date to reflect the
         effects of income, realized and unrealized gains and losses, and
         expenses applicable to the fund or funds where such Accounts are
         invested.




                                     - 29 -
<Page>


                                    SECTION 6
             WITHDRAWALS DURING EMPLOYMENT DUE TO FINANCIAL HARDSHIP


6.1      APPLICATION FOR WITHDRAWAL DUE TO FINANCIAL HARDSHIP. A Participant
         covered by the Beaver Valley Bargaining Unit, other than a former
         member awaiting a distribution, may at any time request the
         Participant's Elective Deferrals (but not the earnings thereon) be paid
         to the Participant due to financial hardship. The request must be made
         to the Administrator at such time and in such manner prescribed by the
         Administrator and shall include such documentation and/or written
         explanation requested by the Administrator. This Section 6 does not
         apply to any Participant covered by the Indian Orchard Bargaining Unit.

6.2      BASIS FOR HARDSHIP WITHDRAWAL. The Administrator shall authorize a
         withdrawal on account of financial hardship only upon making a written
         determination that the hardship withdrawal does not exceed the amount
         which may include applicable tax liabilities of the immediate and heavy
         financial need of the Participant and that the withdrawal is based on
         the need for funds under one or more of the five following
         circumstances:

         (a)      The payment of unreimbursable medical expenses described in
                  Section 213(d) of the Code previously incurred by the
                  Employee, the Employee's spouse, or any dependents of the
                  Employee (as defined in Section 152 of the Code) or necessary
                  for these persons to obtain medical care;

         (b)      The payment of all or a portion of the purchase price
                  (excluding mortgage payments) of a principal residence of the
                  Participant;

         (c)      The payment of tuition and related educational expenses for
                  the next 12 months, semester or quarter of post-secondary
                  education for the Participant, his or her spouse, children or
                  dependents, as defined in Code Section 152;



                                     - 30 -
<Page>

         (d)      The need to prevent the eviction of the Participant from his
                  or her principal residence or foreclosure on the mortgage of
                  the Participant's principal residence; and

         (e)      The need to satisfy a judgment of a federal, state or local
                  court against the Participant (such withdrawal will be
                  permitted only if a written determination is made that such
                  withdrawal is necessary in light of immediate and heavy
                  financial need of the Participant).

6.3      PAYMENT OF HARDSHIP WITHDRAWAL.

         (a)      A hardship withdrawal shall be paid in a single payment to the
                  Participant within 60 days following the Administrator's
                  favorable determination.

         (b)      A hardship withdrawal shall not cause a termination of
                  participation in the Plan.

6.4      CONDITION TO RECEIPT OF HARDSHIP WITHDRAWAL. As a condition to
         receiving the withdrawal:

         (a)      The Participant must have obtained all distributions and all
                  nontaxable loans available as of the date of the hardship
                  withdrawal under this Plan and any other employee benefit plan
                  maintained by the Company and any Affiliated Company;

         (b)      The Participant's contributions to any other defined
                  contribution or defined benefit employee pension benefit plan
                  maintained by the Company and any Affiliated Company are to be
                  suspended for a period of 12 months (6 months for hardship
                  withdrawals made on and after January 1, 2002) after the
                  Participant's receipt of the hardship distribution;

         (c)      The Participant may not make Elective Deferrals during the
                  remainder of the Participant's taxable year;



                                     - 31 -
<Page>

         (d)      The Participant's maximum Elective Deferrals permitted under
                  Section 402(g) to the Company's Plan (and any Affiliated
                  Company's plans) for the taxable year following the taxable
                  year in which the hardship withdrawal was made is reduced by
                  the amount of Elective Deferrals made during the taxable year
                  in which the hardship withdrawal occurred;

         (e)      The hardship withdrawal shall be paid in cash; and

         (f)      The hardship withdrawal shall not be used as an "eligible
                  rollover distribution" as defined in Code Section 402(c)(4).



                                     - 32 -
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                                    SECTION 7
                 PAYMENTS ON TERMINATION OF COMPANY EMPLOYMENT,
                            DIVORCE OR OTHER REASONS

7.1      TERMINATION OF EMPLOYMENT.

         (a)      Each Participant shall be fully vested at all times in all
                  items in the Participant's Account, whether the same be
                  derived from Elective Deferrals, transferred amounts, Company
                  contributions, or earnings thereon.

                  Subject to the further provisions of this Section 7, a
                  Participant's Account shall be distributed in one lump sum
                  payment. Payment of a Participant's Account shall be made in
                  cash unless he or she (or his or her beneficiary) elects to
                  have all or a portion of his or her Account that is invested
                  in the NOVA Stock Fund and, after the Splitoff Effective Date,
                  the TransCanada Stock Fund and the NOVA Chemicals Stock Fund,
                  whichever shall apply, distributed in whole shares of stock.
                  Fractional shares shall be paid in cash.

         (b)      Upon the election of the Participant, the Participant's
                  Account shall be distributed to the Participant as soon as
                  practicable after the Valuation Date which coincides with or
                  next follows the event which gave rise to the distribution.
                  Notwithstanding anything in the Plan to the contrary, payment
                  of the Account of a Participant shall be subject to the
                  following:

                  (i)      the Participant may not withdraw any funds from the
                           Participant's Account between the date the
                           Participant terminates and the date of final
                           distribution of the Participant's Account;

                  (ii)     notwithstanding anything to the contrary in this
                           Paragraph 7.1 and subject to the provisions of
                           Paragraph 7.7, a Participant's Account shall be
                           distributed no later than age 65 or, if later, 12
                           months following



                                     - 33 -
<Page>

                           termination;

                  (iii)    in the case of the Participant's death prior to final
                           distribution, the Participant's Account shall be
                           distributed in accordance with Paragraph 7.2 of the
                           Plan; and

                  (iv)     the distribution of any Account, the value of which
                           exceeds $5,000 ($3,500 for Plan Years beginning
                           before January 1, 1998), shall require the written
                           consent of the Participant if the distribution is
                           scheduled to occur prior to the date the Participant
                           attains age 65.

         (c)      The amount of any distribution shall be determined by the
                  amount in the Participant's or former Participant's Account as
                  of the Valuation Date coinciding with or immediately preceding
                  the distribution.

         (d)      Notwithstanding anything to the contrary in this Paragraph
                  7.1, all items in the Account of a Participant who has
                  terminated membership, and whose Account balance is $5,000 or
                  less ($3,500 or less for Plan Years beginning before January
                  1, 1998), shall be distributed within 12 months following the
                  Participant's termination unless the Participant elects an
                  earlier distribution date.

7.2      DEATH.

         (a)      If a Participant dies, or a former Participant dies while
                  awaiting receipt of a distribution pursuant to Paragraph 7.1,
                  and it is established to the Plan's satisfaction that the
                  consent required under Subparagraph 7.2(c), either has been
                  obtained or was not obtainable, all items in the Participant's
                  or former Participant's Account shall be paid to the
                  beneficiary or beneficiaries most recently designated by the
                  Participant or former Participant in such manner as prescribed
                  by the Administrator. Such payment shall be made no later than
                  90 days following the close of the Plan Year in which the Plan
                  receives certification



                                     - 34 -
<Page>

                  of the Participant's death. If no such designation shall have
                  been made, or if all designated beneficiaries should die
                  before the Participant or former Participant, payment shall be
                  made to the Participant's or former Participant's estate.

         (b)      Except as provided in Subparagraph 7.2(c), if a Participant or
                  former Participant is survived by a legal spouse, all items in
                  the Participant's or former Participant's Account shall be
                  paid to the Participant's legal spouse.

         (c)      If a Participant or former Participant is survived by a legal
                  spouse, all items in a Participant's or former Participant's
                  Account shall be paid to the beneficiary or beneficiaries most
                  recently designated by the Participant or former Participant
                  in such manner as prescribed by the Administrator; provided,
                  (i) the surviving spouse of the Participant or former
                  Participant has irrevocably consented in writing to the
                  designation of the specific beneficiary or beneficiaries,
                  which designation may not be changed without spousal consent
                  (or the spouse expressly permits designations by the
                  Participant or former Participant without any further spousal
                  consent), such consent acknowledged the effect of the election
                  and such consent was witnessed by a notary public, or (ii) it
                  is established to the Plan's satisfaction that the consent
                  required by Subparagraph 7.2(c)(i), could not be obtained
                  because the surviving spouse could not be located or because
                  of such other circumstances as the Secretary of the Treasury
                  may by regulation prescribe. Any consent necessary under this
                  paragraph shall be effective only with respect to such spouse,
                  or, in the event it is established that the consent may not be
                  obtained, such designated spouse. A revocation of a prior
                  designation may be made by a Participant without the consent
                  of the spouse at any time prior to the Participant's death. A
                  consent that permits designation by the member or former
                  Participant without any requirement for further consent by the
                  spouse must acknowledge that the spouse has the right to limit
                  consent to a specific beneficiary and that the spouse
                  voluntarily elects to relinquish such right.

7.3      DIVORCE. To the extent specified in a Qualified Domestic Relations
         Order, as defined in



                                     - 35 -
<Page>

         Section 414(p) of the Code, distributions from a Participant's Account
         may be made to an "alternate payee," as defined in Section 414(p) of
         the Code, prior to the Participant's termination of membership under
         Subparagraph 7.1(a). Distributions under this paragraph shall be made
         at the time set forth in the Qualified Domestic Relations Order, or, if
         such order provides, at the time elected by the alternate payee.

         An "alternate payee" shall not, in any case, be eligible to designate a
         beneficiary of his or her interest in a Participant's Account. In any
         case in which the "alternate payee" dies before a total distribution
         from the Participant's Account is made, no heirs or other beneficiaries
         of the "alternate payee" shall receive benefits from the Plan as a
         beneficiary of the "alternate payee" and such undistributed amounts
         shall, instead, be restored to the Participant's Account.

         Notwithstanding anything to the contrary contained herein, all payments
         under Qualified Domestic Relations Orders must be made as soon as
         administratively feasible following the determination of the qualified
         status of the order. Any domestic relations order under which payment
         cannot be made as set forth in the preceding sentence is considered to
         provide for a type or form of benefit not provided in the Plan and will
         not be recognized as a qualified domestic relations order.

7.4      DIRECT ROLLOVERS. If any Plan distribution is an "eligible rollover
         distribution" as defined in Section 402 of the Code, a Participant (or
         surviving spouse) may elect at the time and in the manner prescribed by
         the Administrator, to directly rollover such distribution to one or
         more of the following: a retirement plan qualified under Section 401(a)
         of the Code, an individual retirement annuity described in Section
         408(b) of the Code, or an individual retirement account described under
         Section 408(a) of the Code, or any other program deemed to be an
         eligible retirement plan under Section 402. Notwithstanding the
         foregoing, an "eligible rollover distribution" does not include: any
         distribution that is one of a series of substantially equal periodic
         payments (not less frequently than annually) made for the life (or life
         expectancy) of the distributee or the joint lives or (joint life
         expectancies) of the distributee and the distributee's designated
         beneficiary, or for a



                                     - 36 -
<Page>

         specified period of ten years or more; any distribution to the extent
         such distribution is required under Code Section 401(a)(9); and for
         distributions after December 31, 1998, any hardship distributions made
         under Code Section 401(k)(2)(B)(i)(IV).

         For purposes of this Paragraph 7.4, the direct rollover rights of the
         Participant shall also apply to the spouse or former spouse of the
         Participant if such person is an "alternate payee" of the Participant
         as defined in Code Section 414(p).

         The Administrator shall prescribe the procedures by which an eligible
         rollover distribution can be made. In any event, such procedures shall
         be adopted in accordance with Code Sections 401(a)(3) and 402(c) (as
         amended by the Unemployment Compensation Amendments of 1992) and the
         applicable regulations prescribed thereunder.

7.5      NOTICE. With respect to a Participant whose account exceeds $5,000
         ($3,500 before January 1, 1998), the Administrator shall provide the
         notice required by Section 1.411(a)-11(c) of Income Tax Regulations no
         less than 30 days and no more than 90 days before the Participant's
         date of distribution; provided, however, that such distribution may
         commence less than 30 days after the required notice is given if:

         (a)      the Participant is informed of the Participant's right to a
                  period of at least 30 days after receiving the notice to
                  consider distribution options; and

         (b)      the Participant, after receiving the notice, affirmatively
                  elects a distribution.

         Notwithstanding the foregoing, a Participant may elect to waive the
         requirement that the aforementioned written explanation be provided at
         least 30 days before the annuity starting date, provided that spousal
         consent to such distribution has been obtained and the distribution
         commences within seven days after provision of the written explanation.

7.6      DISTRIBUTIONS. Notwithstanding anything in the Plan to the contrary,
         distribution of a



                                     - 37 -
<Page>

         former Participant's Account shall be made, no later than the first day
         of April following the calendar year in which such Participant attains
         age 70 1/2, except that if the Participant is not a 5% owner the
         required beginning date of distribution shall be the first day of April
         of the calendar year following the year in which the Participant
         retires, if that is later. Notwithstanding the foregoing, if the
         Participant becomes a 5% owner after attaining age 70 1/2 then his or
         her required beginning date of distribution shall be no later than the
         last day of the year in which the Participant becomes a 5% owner. In
         any event, distributions hereunder shall be made only if required by,
         and in accordance with Section 401(a)(9) of the Code, including the
         incidental death benefit requirements of such Section, and regulations
         thereunder, including Treasury Regulation 1.401(a)(9)-2. Such
         regulations and applicable rulings or announcements, are hereby
         incorporated by reference. The provisions of Section 401(a)(9) of the
         Code override any distribution options under the Plan if inconsistent
         with the requirements of such Section.

7.7      DISTRIBUTION OF BENEFITS. The distribution of benefits under this Plan
         to a Participant who has elected to receive such benefits shall be made
         not later than the 60th day after the latest of the close of the plan
         year in which (a) the Participant attains age 65 or such earlier normal
         retirement age as may be specified in this Plan; (b) there occurs the
         tenth anniversary of the year in which the Participant commenced
         membership in this Plan; or (c) the Participant's service with the
         Company is terminated.

7.8      MISSING PERSONS. If the Administrator shall be unable, within a
         reasonable time after any amount becomes due and payable from the Plan
         to a Participant, former Participant or beneficiary, to make payment
         because the identity or whereabouts of such person cannot be
         ascertained despite reasonable efforts to do so, the Administrator may
         mail a notice by registered mail to the last known address of such
         person outlining the action to be taken. Unless such person makes
         written reply to the Administrator within 60 days from the mailing of
         such notice, the Administrator may direct that such amount and all
         further benefits with respect to such person shall be forfeited and all
         liability for the payment thereof shall terminate. Any benefits
         forfeited shall be applied to reduce future Company contributions to
         the Plan. However, in the event of the subsequent reappearance of the


                                     - 38 -
<Page>

         Participant, former Participant or beneficiary prior to termination of
         the Plan, the benefit which was forfeited (but not any earnings
         attributable to such forfeiture) shall be reinstated in full.

         Reinstatement of any benefit forfeited under this Section 7.8 shall be
         made by the Company with an additional contribution to the Plan.

7.9      PAYMENTS TO MINORS AND INCOMPETENTS. If any Participant, former
         Participant, or beneficiary entitled to receive any benefits hereunder
         is a minor or is deemed by the Administrator or is adjudged to be
         legally incapable of giving valid receipt and discharge for such
         benefits, they will be paid to such person or institution as the
         Administrator may designate or to the duly appointed guardian. Such
         payment shall, to the extent made, be deemed a complete discharge of
         any liability for such payment under the Plan.




                                     - 39 -
<Page>


                                    SECTION 8
                        PLAN OPERATION AND ADMINISTRATION


8.1      COMPANY. The Company shall have the following powers and duties:

         (a)      PLAN. The adoption, amendment and termination of the Plan and
                  appointment of certain fiduciaries to carry out the operation
                  and administration of the Plan shall be the responsibility of
                  the Company.

         (b)      COMMITTEE. The Board may appoint a Committee and delegate to
                  it such powers and duties as the Company deems appropriate.

         (c)      TRUSTEE. The Company shall have the power to appoint and
                  remove the Trustee (or co-Trustee) and to enter into, amend,
                  and terminate the Trust Agreement, subject to the terms
                  thereof.

         (d)      CONTRIBUTION. The Company shall determine the amount of
                  Employer contributions.

8.2      ADMINISTRATOR.

         (a)      GENERAL POWERS. The Administrator shall be charged with the
                  operation and administration of the Plan (other than the
                  custody and management of Plan assets) in accordance with its
                  terms and shall have all the powers necessary to carry out the
                  provisions of the Plan, subject to the limitations and
                  conditions hereof.

         (b)      SPECIFIC POWERS. The Administrator shall have such powers and
                  duties as are necessary to give effect to the purpose and
                  intent of this Plan, including without limitations, the
                  following specific powers and duties:



                                     - 40 -
<Page>

                  (i)      to make and enforce such rules and regulations as
                           deemed necessary or proper for the efficient
                           administration of the Plan;

                  (ii)     to interpret the Plan and to decide any and all
                           matters arising hereunder, including the right to
                           interpret ambiguities, inconsistencies, or omissions;

                  (iii)    to determine all questions related to participation
                           in the Plan and the payment of benefits thereunder,
                           including questions with regard to Employment and
                           matters of a factual nature such as date of birth and
                           marital status, all such determinations shall be made
                           in the sole and absolute discretion of the
                           Administrator;

                  (iv)     to compute the amount of benefits payable to any
                           Participant, beneficiary, or spouse;

                  (v)      to prescribe procedures to be followed by
                           Participants, beneficiaries, and spouses filing
                           applications for benefits;

                  (vi)     to prepare and distribute to Participants information
                           explaining the Plan, as well as all items required
                           under ERISA to be disclosed to Participants and their
                           beneficiaries, or spouses;

                  (vii) to authorize disbursements from the Trust Fund;

                  (viii)   to request, receive, and review from the Trustee
                           written accountings, and such other information as it
                           may request, in accordance with the Trust Agreement;

                  (ix)     to prepare and file with the U.S. Department of
                           Labor, the Internal Revenue Service or any other
                           agency as may be required by law, all reports,
                           documents, or other information as may be required by
                           law to be



                                     - 41 -
<Page>

                           so filed; and

                  (x)      to direct the Trustee to enter into a contract or
                           contracts with an insurance company or companies to
                           provide for the payment of the benefits provided
                           under the Plan, if desired.

         (c)      RECORDS AND PROCEDURES. The Administrator shall establish
                  operating procedures and shall keep a record of its actions,
                  as well as such books of account, records or other data
                  necessary for the administration of the Plan as may be
                  required by ERISA, the Code, or other applicable law.

         (d)      AGENTS AND COUNSEL. The Administrator may engage agents to
                  assist it in its duties and may consult with and fully rely
                  upon counsel (who may be counsel for the Company),
                  accountants, consultants, specialists, and other persons as
                  may be deemed necessary or desirable.

         (e)      AUTHORITY TO ACT. The Administrator may appoint one or more of
                  its Employees, officers or agents to sign on its behalf any of
                  its instructions, directions or notifications to the Trustee,
                  accountant, or other interested parties who may conclusively
                  rely thereon and upon the information contained therein.

         (f)      DELEGATION OF POWERS. The Administrator may delegate to its
                  appointed assistants, representatives or agents, including the
                  Committee, such powers, functions, duties, or responsibilities
                  as are deemed appropriate.

         (g)      BONDING. Except as otherwise required by ERISA, no bond or
                  other security shall be required of the Administrator.

         (h)      ADMINISTRATOR'S DISCRETION. It is intended that, in
                  administering the Plan and interpreting its provisions
                  (including making factual determinations), the Administrator
                  has the broadest possible discretion and the findings and




                                     - 42 -
<Page>

                  determinations of the Administrator be final, conclusive and
                  binding on all Participants, Employees, beneficiaries, spouses
                  or any one else claiming benefits under the Plan. In
                  furtherance of the foregoing, the Administrator shall have
                  sole and absolute discretion and authority to determine all
                  questions regarding an Employee's eligibility to participate
                  in the Plan, as well as the Employee's eligibility for
                  benefits, and the amount of benefits; to make any corrections
                  or adjustments to arithmetical or accounting errors; to
                  approve and enforce all loans; to factually determine the
                  amount and manner of allocation and distribution of benefits;
                  to determine whether a domestic relations order constitutes a
                  qualified domestic relations order within the meaning of Code
                  Section 414(p); and to correct any defects and reconcile any
                  inconsistencies in carrying out the intention and purpose of
                  the Plan.

8.3      COMMITTEE.

         (a)      The Committee shall be a committee of not less than three
                  members who shall be appointed by the Board (the number of
                  members being determined by the Board) and may include
                  individuals who are not Participants in the Plan. Each member
                  appointed by the Board shall signify his acceptance in
                  writing.

         (b)      The Board may remove or replace any member, at any time in its
                  sole discretion, and any member may resign by delivering a
                  written resignation to the Board, which resignation shall
                  become effective at its delivery or at any later date
                  specified therein.

         (c)      The Committee shall hold meetings upon such notice and at such
                  times and places as its members may from time to time deem
                  appropriate, and may adopt from time to time such bylaws and
                  regulations for the conduct and transaction of its business
                  and affairs consistent with the terms of the Plan and the
                  delegation of duties and powers by the Board. A majority of
                  its members at the relevant time shall constitute a quorum for
                  the transaction of business. All action taken by the



                                     - 43 -
<Page>

                  Committee shall be by vote of the majority of its members
                  present at such meeting, except that the Committee also may
                  act without a meeting by a written consent signed by a
                  majority of its members. A member may be a director of an
                  Employer, or officer of an Affiliated Company, or may be an
                  Employee, but no member shall vote or act in connection with
                  an action of the Committee relating exclusively to himself or
                  herself.

         (d)      The Committee may allocate among its members such specific
                  responsibilities, obligations, powers or duties as shall be
                  deemed appropriate.

         (e)      A member of the Committee who is a full-time Employee shall
                  not be entitled to receive any compensation for services
                  rendered. Other members of the Committee shall receive
                  compensation for services rendered and reimbursement for
                  reasonable expenses solely as determined by the Board.

         (f)      A member of the Committee shall be indemnified by the Company
                  against any and all liabilities arising by reason of any act
                  or failure to act made in good faith pursuant to the
                  provisions of the Plan, including expenses reasonably incurred
                  in the defense of any claim relating thereto, except as
                  otherwise provided by law or resulting from gross negligence
                  or willful misconduct.

         (g)      Except as otherwise required by ERISA, no bond or other
                  security shall be required of any member of the Committee.



8.4      INFORMATION FROM PARTICIPANTS.

         (a)      Each Participant, beneficiary, or spouse shall be required to
                  furnish the Administrator, in the form prescribed by it, such
                  personal data, affidavits, authorizations to obtain
                  information, and other information as the Administrator



                                     - 44 -
<Page>

                  may deem necessary and appropriate for the proper operation
                  and administration of the Plan.

         (b)      Misstatements of age and misrepresentations of fact by a
                  Participant, beneficiary, or spouse, to the extent that they
                  affect his participation or benefits hereunder shall be
                  corrected in accordance with the rules of the Administrator.
                  In no event shall the Employer, Administrator, or Trustee have
                  any obligation to provide such a Participant, beneficiary, or
                  spouse with benefits in excess of those which would have been
                  provided under the Plan if there had been no such misstatement
                  or misrepresentation.

8.5      CLAIMS FOR BENEFITS. Applications for benefits must be made in such
         manner as prescribed by the Administrator. The Administrator shall have
         full and exclusive discretion and final authority to determine
         eligibility for benefits and to construe the terms of the Plan in
         acting upon an initial application for benefits or an appeal of a
         denial of an application for benefits. Each application shall be acted
         upon and approved or disapproved within 90 days following its receipt
         by the Administrator. In the event special circumstances require an
         extension of time for reviewing the initial application for benefits,
         the Administrator shall make a determination as soon as practicable but
         no later than 180 days following receipt of the application. If any
         application for benefits is denied, in whole or in part, the
         Administrator shall notify the applicant in writing of such denial and
         of the applicant's right to a review by the Administrator and shall set
         forth in a manner calculated to be understood by the applicant,
         specified reasons for such denial, specific references to pertinent
         Plan provisions on which the denial is based, a description of any
         additional material or information necessary for the applicant to
         perfect the application, an explanation of why such material or
         information is necessary, and an explanation of the Plan's review
         procedure.

         Any person, or a duly authorized representative thereof, whose
         application for benefits is denied in whole or in part, may appeal from
         such denial to the Administrator for a review of the decision by
         submitting to the Administrator within 60 days after receiving notice
         of



                                     - 45 -
<Page>

         denial, a written statement:

         (a)      requesting a review of the application for benefits by the
                  Administrator;

         (b)      setting forth all of the grounds upon which the request for
                  review is based and any facts in support thereof; and

         (c)      setting forth any issues or comments which the applicant deems
                  relevant to the application.

         The Administrator shall act upon each such appeal application within 60
         days after the later of receipt of the applicant's request for review
         by the Administrator or receipt of any additional materials reasonably
         requested by the Administrator from such applicant. In the event
         special circumstances require an extension of time for reviewing the
         appeal, the Administrator shall make a determination as soon as
         practicable but no later than 120 days following receipt of the appeal.

         The Administrator shall make a full and fair review of each such
         application and any written materials submitted by the applicant or the
         Company in connection therewith and may require the Company or the
         applicant to submit within 30 days of written notice by the
         Administrator therefor, such additional facts, documents, or other
         evidence as the Administrator, in its sole discretion, deems necessary
         or advisable in making such a review. The Administrator shall have full
         and exclusive discretion in making an independent determination of the
         applicant's eligibility for benefits under the Plan and shall have full
         and exclusive discretion to construe the terms of the Plan in making
         its review. The decision of the Administrator on any application for
         benefits shall be final and conclusive upon all persons.

         If the Administrator denies an application in whole or in part, the
         Administrator shall given written notice of its decision to the
         applicant setting forth in a manner calculated to be understood by the
         applicant the specific reasons for such denial and specific references




                                     - 46 -
<Page>

         to the pertinent Plan provisions on which the Administrator's decision
         was based.

8.6      FINALITY OF ACTION. Any and all determinations, actions, or decisions
         of the Administrator and Committee with respect to the administration
         of the Plan shall, to the extent not inconsistent with the Plan's claim
         procedures, be final and conclusive and binding upon all parties having
         an interest in the Plan.

8.7      EXPENSES. The expenses necessary to the Administration and operation of
         the Plan including but not limited to Trustee's fees, administrative
         charges of investment managers, fees for legal counsel, accountants,
         consultants, specialists and other persons and services which are
         appropriate and helpful in carrying out the purposes for which the Plan
         is established and maintained, shall be paid out of the Trust, to the
         extent not paid by the Company or the Employer.




                                     - 47 -
<Page>




                                    SECTION 9
                              FIDUCIARY PROVISIONS


9.1      NAMED FIDUCIARIES. The Administrator shall be the named fiduciary with
         respect to the administration and operation of the Plan, and the
         Trustee shall be the named fiduciary with respect to the investment and
         management of the Trust fund. The Company may designate any other
         person as a named fiduciary by an appropriate instrument in writing
         signed by the Company, delivered to the designated named fiduciary and
         acknowledged and accepted by the designated named fiduciary in writing.
         Any such designation may be amended or modified by written agreement
         between the parties and may be revoked by either party by written
         notice delivered to the other party.

9.2      RESPONSIBILITY OF FIDUCIARY. Each fiduciary shall have only those
         specific powers, duties, and responsibilities specified under the Plan
         and Trust Agreement, or as otherwise specifically allocated or
         delegated under the Plan. The Plan and Trust Agreement are intended to
         allocate to each fiduciary the individual responsibilities assigned to
         him, her or it, and no such responsibilities shall be shared by two (2)
         or more fiduciaries unless such sharing shall be provided by a specific
         provision of the Plan or Trust Agreement.

9.3      ALLOCATION AND DELEGATION OF FIDUCIARY DUTIES.

         (a)      The Company may allocate among named fiduciaries duties or
                  responsibilities with respect to the Plan and Trust, provided
                  such allocation satisfies the requirements of Section 9.3(b)
                  below. A named fiduciary may delegate to any person such
                  responsibilities, duties, functions or powers he, she or it
                  has with respect to the Plan or Trust, provided such
                  delegation satisfies the requirements of Section 9.3(b) below.

         (b)      Any allocation or delegation under this Section 9.3:



                                     - 48 -
<Page>

                  (i)      shall be signed by the Company or named fiduciary and
                           delivered to and accepted by the allocatee or
                           delegatee;

                  (ii)     shall specify the powers, duties, functions and
                           responsibilities therein allocated or delegated;

                  (iii)    shall contain such provisions as the Company or named
                           fiduciary deems appropriate;

                  (iv)     may be amended from time to time by written agreement
                           of the parties thereto; and

                  (v)      may be revoked in whole or in part at any time by
                           written notice of either party to the other.

9.4      MULTIFIDUCIARY STATUS. Any person may serve in one or more fiduciary
         capacities with respect to the Plan.

9.5      IMMUNITIES.

         (a)      Except as otherwise provided by Section 9.5(b) below:

                  (i)      no fiduciary shall be personally liable upon any
                           contract, agreement, or other instrument made or
                           executed by him, her or it on his, her or its behalf
                           in the administration of the Plan and Trust;

                  (ii)     no fiduciary shall be liable for the neglect,
                           omission, or wrongdoing of another fiduciary, nor
                           shall any fiduciary be required to make inquiry into
                           the propriety of any action taken by another
                           fiduciary;

                  (iii)    no fiduciary shall be responsible for or have the
                           duty to discharge any



                                     - 49 -
<Page>

                           duty, function, power, or responsibility which is
                           specifically assigned to another fiduciary or
                           fiduciaries by the terms of the Plan and Trust
                           Agreement or is delegated or allocated exclusively to
                           another fiduciary or fiduciaries pursuant to the Plan
                           and Trust Agreement; and

                  (iv)     the Company, an Employer, the Board, the officers and
                           Employees of an Employer or the Company, the
                           Administrator, the Committee and its members, any
                           fiduciary (excluding the Trustee), and any person to
                           whom is delegated or allocated (or is assigned by the
                           Plan and Trust Agreement) any duty with respect to
                           the Plan and Trust (excluding the Trustee), may rely
                           upon and shall be fully protected in acting upon the
                           advice of counsel, who may be counsel for an
                           Employer, upon the opinion, valuation, report, or
                           determination of auditors, or upon any certificate,
                           statement, or other representation made by an
                           Employee, Participant, Trustee, spouse, beneficiary,
                           or other interested party concerning any fact
                           required to be determined under the provisions of
                           this Plan.

         (b)      Notwithstanding any other provision of the Plan and Trust
                  Agreement, no provision of the Plan and Trust Agreement shall
                  be construed to relieve (or have the effect of relieving) any
                  fiduciary from any responsibility or duty imposed on such
                  fiduciary by ERISA or other applicable law except as permitted
                  by ERISA.



                                     - 50 -
<Page>




                                   SECTION 10
                      AMENDMENT AND TERMINATION OF THE PLAN


10.1     AMENDMENT.

         (a)      The Plan may be amended by the Company at any time and from
                  time to time by an instrument in writing executed by the Board
                  and delivered to the Committee and Trustee.

         (b)      No amendment shall:

                  (i)      increase the duties or liabilities of the Trustee
                           without the Trustee's consent;

                  (ii)     provide for the use of the Trust Fund or assets held
                           under the Plan other than for the benefit of
                           Participants, beneficiaries, or spouses, except as
                           otherwise permitted under applicable law;

                  (iii)    reduce a Participant's benefit, except as otherwise
                           permitted under applicable law by Sections 4.5 and
                           4.8;

                  (iv)     reduce a Participant's vesting percentage determined
                           as of the later of the date such amendment is
                           effective or adopted; or

                  (v)      revise the vesting schedule unless:

                           (A)      each Participant's vesting percentage under
                                    such amendment is not less at any time than
                                    the vesting percentage determined without
                                    regard to such amendment, or


                                     - 51 -
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                           (B)      each Participant who has completed three or
                                    more years of service (whether or not
                                    consecutive) is permitted to make an
                                    election to have his vesting percentage
                                    determined without respect to such
                                    amendment; such an election shall be
                                    irrevocable and shall be made within the
                                    period beginning with the date on which such
                                    amendment is adopted and ending no later
                                    than the latest of the following:

                                    (1)      60 days after the day such
                                             amendment is adopted;

                                    (2)      60 days after the date such
                                             amendment becomes effective; or

                                    (3)      60 days after the day the
                                             Participant is issued written
                                             notice of the amendment.

10.2     TERMINATION. The Company expressly reserves the right to terminate the
         Plan at any time by an instrument in writing executed by the Board and
         delivered to the Committee and Trustee.

10.3     VALUATION OF ASSETS. In determining the value of the Accounts of the
         Participants or former Participants as of the date of the termination
         of the Plan, the assets of the trust fund shall be valued by the
         Trustee at fair market value as of the close of business on the
         termination date. The Accounts of the Participants and former
         Participants shall be adjusted in the manner provided in Section 5.

10.4     DISTRIBUTION OF ASSETS. If the Plan is terminated, the Trustee, at the
         direction of the Company shall continue to maintain the trust fund, as
         permitted by applicable law, until all assets remaining in the trust
         fund after payment of any expenses properly chargeable to the trust
         fund are distributed to Participants, former Participants or their
         beneficiaries. Such distribution shall be equal to the value of the
         Accounts of the Participants as of the



                                     - 52 -
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         date of the termination of the Plan adjusted for any earnings and
         expenses of the Trust fund and Plan between such date and the date of
         distribution. Payment will be made in cash or in kind, or partly in
         cash and partly in kind, in such manner as the Administrator shall
         determine and as may be required by applicable law. The Administrator's
         determination shall be final and binding on all persons.




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                                   SECTION 11
                            MISCELLANEOUS PROVISIONS

11.1     HEADINGS. The headings of the Plan have been inserted for convenience
         of reference only and are not to be deemed controlling in any
         constructions of the provisions herein (other than with respect to
         defined terms).

11.2     PLAN VOLUNTARY. Although it is intended that the Plan be continued and
         that contributions shall be made as herein provided, this Plan is
         entirely voluntary on the part of the Company.

11.3     PLAN NOT CONTRACT OF EMPLOYMENT. The existence of the Plan shall not
         create any contract of employment between the Employer and its
         Employees, whether Participants hereunder or not. The right of the
         Employer to take corrective, disciplinary or other action with respect
         to its Employees, including terminating their respective employment at
         any time, shall not be affected by any provision of this Plan, and the
         Employer will not be deemed responsible to provide employment for any
         reason, at any time.

11.4     VESTED RIGHT. No person shall have any rights under the Plan except to
         the extent that such rights may accrue to him as provided under the
         Plan.

11.5     SEVERABILITY. If any provision of the Plan shall be invalid, such
         provision shall be fully severable, and the remainder of the Plan and
         the application thereof shall not be affected thereby.

11.6     GENERAL UNDERTAKING. All parties to this Plan and any persons claiming
         any interest whatsoever hereunder shall perform all and any acts that
         may be necessary for carrying out its terms. This Plan and the acts and
         decisions of the parties hereto, shall be binding upon the heirs,
         executors, administrators, successors, and assignees of any party
         hereto or any persons claiming any benefit hereunder.



                                     - 54 -
<Page>

11.7     SPENDTHRIFT. Benefits and interests under this Plan shall not be
         anticipated; assigned (in law or in equity); alienated; subjected to
         attachment, garnishment, levy, execution, or other legal or equitable
         process; or be otherwise subject to the claim of creditors, except
         under the terms of a "qualified domestic relation order" as this term
         is defined by Code Section 414(p) and subsequent Regulations
         thereunder, in repayment of a Plan loan under the terms of Section 12,
         or as otherwise permitted by Code Section 401(a)(13)(C).

11.8     NUMBER AND GENDER. Any use of the singular shall be interpreted to
         include the plural, and the plural the singular. Any use of the
         masculine, feminine or neuter shall be interpreted to include the
         masculine, feminine and neuter, as the context shall require.

11.9     GOVERNING LAW. To the extent not preempted by federal law, the
         provisions of the Plan shall be construed, regulated and administered
         under the laws of the Commonwealth of Pennsylvania.

11.10    MERGER, CONSOLIDATION, AND TRANSFER OF ASSETS. Before this Plan can be
         merged or consolidated with any other plan, or its assets or
         liabilities transferred to another plan, each Participant in the Plan
         must be entitled to receive a benefit immediately after the merger,
         transfer, or consolidation (as if the Plan had then terminated) which
         is equal to or greater than the benefit he would have been entitled to
         receive immediately before the merger, consolidation or transfer (as if
         the Plan had then terminated).

11.11    TRANSFER OF ASSETS TO OR RECEIPT OF ASSETS FROM QUALIFIED PLANS.
         Subject to the requirements of Section 11.10, the Administrator may
         direct the Trustee to accept funds transferred from other funds which
         satisfy the applicable requirements of the Code relating to qualified
         plans and trusts and may direct the Trustee to transfer funds to other
         qualified plans or trusts. Any assets transferred shall be accomplished
         by written instructions from the Employer, Trustee, custodian or person
         holding or having control over the assets, setting forth the
         Participants for whose benefit such assets are being transferred and
         showing separately the respective contributions by the Employer and


                                     - 55 -
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         Participants and the current value of the assets attributable to such
         contributions.

11.12    INTERPRETATION OF THE PLAN. It is the intent of the Company that this
         Plan qualify under Code 401(a) and Code Section 501 and meet all
         applicable requirements of ERISA. Accordingly, the Plan and Trust
         Agreement shall be construed and interpreted in such manner as to give
         effect to this intent and shall be administered at all times and in all
         respects in a nondiscriminatory manner.

11.13    SATISFACTION OF CLAIMS. Any payment to any Participant, beneficiary, or
         spouse, in accordance with the terms of the Plan, shall, to the extent
         thereof, be in full satisfaction of all claims hereunder, whether they
         be against the Employer, the Company, the Committee, the Administrator,
         or the Trustee, any of whom may require the Participant, beneficiary,
         or spouse (or legal representative) as a condition precedent to such
         payment, to execute a release and receipt therefore. The foregoing,
         however, shall not preclude a Participant from exercising his rights
         with respect to claims procedure.




                                     - 56 -
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                                   SECTION 12
                              LOANS TO PARTICIPANTS


12.1     GENERAL. An active Participant may borrow from his or her Account in
         accordance with the terms and conditions set forth in Section 12 and
         such additional rules, consistent with such terms and conditions, which
         the Administrator may establish from time to time. Amounts transferred
         to the Plan at the inception of the Plan and associated loans that were
         transferred to the Plan from any ARCO Chemical Company Plan as part of
         the acquisition of the Beaver Valley facility are subject to all limits
         and rules of this Section 12.

12.2     ELIGIBILITY. To be eligible to apply for and receive a loan, the
         Participant must be in receipt of regular Annual Earnings. The loan
         shall be irrevocable upon the earlier of:

         (a)      endorsement of the check representing the loan proceeds; or

         (b)      expiration of ten days from issuance of such check.

12.3     LOAN AMOUNT. An Eligible Employee will be eligible for a loan from his
         or her Account in an amount not in excess of the lesser of (a) $50,000
         reduced by the Participant's highest outstanding loan balance from the
         Plan during the preceding 12-month period; and (b) 50% of the value of
         his or her Account as of the date on which the loan is approved.

12.4     RULES RELATING TO LOANS.

         (a)      A loan must be in cash and in an amount not less than $1,000.

         (b)      Loans may be applied for as of any date with prior notice as
                  the Administrator may approve according to uniform and
                  nondiscriminatory rules it may adopt.



                                     - 57 -
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         (c)      An application for a loan by a Participant shall be made in
                  accordance with administrative procedures adopted by the
                  Administrator, which may include the Plan's telephone voice
                  response system or written application to the Administrator,
                  or its delegate, whose action thereon shall be final.

         (d)      Repayment of a loan shall be made based on level amortization
                  of the loan amount and shall be made no less frequently than
                  bi-weekly over the term of the loan. The Participant shall
                  authorize the Company to deduct from his or her pay the level
                  amount sufficient to accomplish the repayment.

         (e)      The period of repayment for any loan shall be arrived at by
                  mutual agreement between the Administrator, or its delegate,
                  and the Company, but subject to a maximum repayment period of
                  five years.

         (f)      Each loan shall be made against the collateral assignment of
                  the Company's right, title and interest in the portion of his
                  or her Account against which the loans is taken, evidenced by
                  such Participant's collateral promissory note for the amount
                  of the loan, including interest, payable to the order of the
                  Plan.

         (g)      Each loan shall bear a reasonable rate of interest, which
                  shall be established and communicated by the Committee. The
                  Committee shall review the rate of interest to determine if it
                  is consistent with a rate of return commensurate with
                  prevailing interest rates charged on similar commercial loans
                  by persons in the business of lending money.

         (h)      In the event a loan repayment is not made or is not paid at
                  maturity, or in the event of a Participant's bankruptcy or
                  impending bankruptcy, insolvency or impending insolvency, the
                  loan shall be deemed to be in default and the Administrator,
                  or its delegate, shall give written notice of such default to
                  such Participant to his or her last known address. If the
                  default is not cured within a reasonable period of time



                                     - 58 -
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                  from the date of such notice as determined by the
                  Administrator, according to uniform and nondiscriminatory
                  rules it may adopt and set forth in the notice, the
                  Participant's Account shall be reduced by the amount of the
                  unpaid balance of the loan, together with the interest
                  thereon, and the Participant's indebtedness shall thereupon be
                  discharged. This reduction shall occur as soon as the
                  Participant could have received a distribution of the portion
                  of the Account balance so reduced under applicable law,
                  disregarding the provisions of (j) below.

         (i)      Upon termination or retirement, no distribution shall be made
                  to any Participant or former Participant or to a beneficiary
                  of any such Participant or former Participant unless and until
                  all unpaid loans, including accrued interest thereon, have
                  been liquidated; provided, however, if any unpaid balance is
                  due on a loan of such Participant or former Participant at the
                  time of such distribution which has not been satisfied through
                  collection or liquidation of his or her Account, the Plan
                  shall distribute to such Participant or former Participant or
                  beneficiary the collateral promissory note evidencing the
                  loan, and his or her Account, reduced by the unpaid balance of
                  the loan, including accrued interest thereon, shall be
                  distributed.

         (j)      All loans shall be debited to a Participant's Account first
                  from his or her Elective Deferrals and last from his or her
                  Account attributable to eligible rollover distributions within
                  the meaning of Section 402(c)(4) of the Code.

         (k)      Subject to the provisions of paragraph (j) above, all loans
                  shall be debited to the investment of a Participant's Account
                  as such Account is invested in the funds under the Plan in the
                  amount(s) authorized by the Participant. A loan shall be
                  debited on a pro rata basis from the funds in which his or her
                  Account is then invested.

         (l)      Upon receipt of a loan repayment and associated interest, the
                  Trustee shall deposit such repayment in accordance with the
                  Participant's investment designation at the



                                     - 59 -
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                  time of the repayment. The Trustee shall also credit such
                  repayment to the Participant's Accounts in the same proportion
                  as they were charged with the loan.

         (m)      The Administrator shall make loans available hereunder on a
                  reasonably equivalent basis. The Administrator shall apply
                  objective criteria in a uniform and nondiscriminatory manner
                  to determine whether a loan application should be approved.

         (n)      A Participant may not have more than one loan outstanding at
                  any time.

         (o)      Any Participant who, within the same Plan Year applies for a
                  loan, repays the loan in full and applies for a subsequent
                  loan(s) within the same Plan Year will be charged a fee of
                  $50.

         (p)      The Administrator may adopt such other rules and regulations
                  relating to loans as it may deem appropriate.

         (q)      Notwithstanding the foregoing provisions of this Section 12.4
                  to the contrary, loan repayments may be suspended in
                  accordance with Code Section 414(u)(4).




                                     - 60 -
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                                   SECTION 13
                           TRANSFERS FROM OTHER PLANS


13.1     TRANSFERS FROM OTHER QUALIFIED PLANS. An Employee who has had
         distributed to the Employee all or a portion of his or her taxable
         interest in a plan meeting the requirements of Section 401(a) of the
         Code (the "Other Plan") may, in accordance with procedures approved by
         the Committee, transfer in cash or investments approved by the Plan
         Administrator all or a portion of the taxable distribution received
         from the Other Plan to the Plan, provided the following conditions are
         met:

         (a)      the transfer occurs on or before the 60th day after the
                  Participant receives the distribution from the Other Plan;

         (b)      the distribution from the Other Plan qualifies as an eligible
                  rollover distribution within the meaning of Section 402(c)(4)
                  of the Code; and

         (c)      the amount transferred does not exceed the maximum amount
                  which may be rolled over in accordance with Section 402(c)(2)
                  of the Code.

13.2     TRANSFERS FROM INDIVIDUAL RETIREMENT ACCOUNTS. An Employee who receives
         a distribution from an individual retirement account described in
         Section 408(a) of the Code or an individual retirement annuity
         described in Section 408(b) of the Code which constitutes the entire
         amount of such account or annuity (including earnings thereon), and no
         portion of which is attributable to any source other than a lump sum
         distribution from a qualified plan described in Paragraph 13.1, may, in
         accordance with procedures approved by the Committee, transfer in cash
         all or a portion of such distribution to the Plan, within 60 days after
         receiving the distribution.

13.3     PARTICIPATION. Notwithstanding anything in the Plan to the contrary, an
         Employee who transfers funds to the Plan pursuant to Paragraph 13.1 or
         13.2, shall, upon such transfer,



                                     - 61 -
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         become a Participant of the Plan except that the right to make Elective
         Deferrals or receive Company contributions will remain subject to
         Paragraph 2.1.

13.4     ADMINISTRATION. The Administrator shall develop such procedures,
         including procedures for obtaining information from an Employee
         desiring to make such a transfer, as it deems necessary or desirable to
         enable it to determine that the proposed transfer will meet the
         requirements of this section. Upon approval by the Committee, the
         amount transferred shall be deposited with the Trustee.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by
its officers thereunto duly authorized, as of this 22nd day of February, 2002.

                                      NOVA CHEMICALS INC.

                                      Michael F. Lee
                                      Vice President




                                     - 62 -
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                                 AMENDMENT NO. 1
                           TO THE NOVA CHEMICALS INC.
                            CAPITAL ACCUMULATION PLAN


         The NOVA Chemicals Inc. Capital Accumulation Plan (the "Plan") is
hereby amended, effective October 1, 2002, or such other dates as described
below in the following particulars:

         1. The first sentence of Section 1.1 is amended to read as follows in
its entirety:

                  1.1      ACCOUNT means a separate account maintained by the
                           Trustee for each Participant consisting of (a) one
                           subaccount to which is allocated the Participant's
                           Elective Deferrals and, if applicable, any Catch-up
                           Contributions as adjusted for earnings and
                           withdrawals, and realized and unrealized gains and
                           losses attributable thereto; and (b) a second
                           subaccount to which is allocated the Company's
                           contributions as adjusted for earnings and
                           withdrawals, and realized and unrealized gains and
                           losses attributable thereto.

         2.       Section 1.4 is amended to read as follows in its entirety:

                  1.4      ANNUAL EARNINGS means the amount of base salary or
                           wages, excluding overtime, incentive payments,
                           commissions, bonuses, any payments or contributions
                           by an Employer from or to the Plan, whether cash or
                           otherwise, severance pay, and all other compensation
                           paid in a form other than cash which an Employer does
                           not consider to be salary, expressed in United States
                           currency, paid by an Employer, to an Employee in any
                           Plan Year while a Participant. Effective for Plan
                           Years beginning after December 31, 1997, Annual
                           Earnings shall also include Elective Deferrals under
                           Code Section 402(g)(3), including but not limited to,
                           deferred income contributions under this Plan, salary
                           reduction contributions under the Company's Flexible
                           Benefits Program, effective January 1, 1997 any
                           salary reduction deferrals to a transit reimbursement
                           program that are not includable in the gross income
                           of the Employee by reason of Code Section 132(f)(4)
                           and effective on and after July 1, 2002 any Catch-up
                           Contributions. The maximum annual amount that will be
                           recognized as Annual Earnings is the amount adjusted
                           for cost of living increases as permitted under Code
                           Section 401(a)(17) and regulations thereunder.

         3. A new Section entitled "Catch-Up Contributions" is added as
subsection



<Page>

1.7 and all the subsequent subsections of Section I are appropriately
renumbered.

                  1.7      CATCH-UP CONTRIBUTIONS means contributions paid to
                           the Trustee by the Company at the election of a
                           Participant who will have attained age 50 on or
                           before the last day of any calendar year and which
                           are not reclassified as an Elective Deferral pursuant
                           to Section 1.12 for the Plan Year. Effective as soon
                           as administratively practicable after July 1, 2002,
                           such an eligible Participant may elect (or be deemed
                           to have elected) to make a Catch-up Contribution to
                           be withheld from his or her Compensation in lieu of
                           receiving such amount as current Compensation. Such
                           amount shall be nonforfeitable when made. Catch-up
                           Contributions shall be made in accordance with, and
                           subject to the limitations of Code Section 414(v).
                           Catch-up Contributions shall not be taken into
                           account for purposes of complying with the required
                           limitations of Code Section 402(g) and 415(c). This
                           Plan shall not be treated as failing to satisfy the
                           provisions of Code Sections 401(k)(3), 401(k)(11),
                           401(k)(12), 410(b), or 416, as applicable, by reason
                           of the making of such Catch-up Contributions.

         4.       Subsection 1.12 is amended to read as follows in its entirety:

                  1.12     ELECTIVE DEFERRALS means reductions pursuant to a
                           Salary Reduction Agreement, in whole percentages from
                           one percent (1%) through one hundred percent (100%)
                           of a Participant's Annual Earnings, which amounts are
                           transferred by the Company to the Trustee of the
                           Plan.

                           Notwithstanding the foregoing to the contrary, in no
                           event may a Participant's actual contribution or
                           deferral to the Plan be in an amount greater than
                           such Participant's Annual Earnings less any
                           withholding which is required by law or otherwise
                           authorized by or applied to such Participant; such
                           withholdings include, but are not limited to FICA,
                           FUTA, Federal income tax, state income tax, payment
                           of health and other welfare insurance premiums,
                           contributions to certain plans or programs that are
                           exempt from tax under Code Sections 125 and 132(f),
                           contributions to another retirement plan of the
                           Company, repayment of Plan loans, and any other
                           attachment, garnishment or lien against the
                           Participant's Annual Earnings.

                           No amount that was designated or treated at the time
                           of deferral or contribution as a Catch-up
                           Contribution, or originally treated as an Elective
                           Deferral but subsequently recharacterized, as a
                           Catch-up Contribution shall be treated as an Elective
                           Deferral. If a



                                     - 64 -
<Page>

                           Participant's Elective Deferrals for a Plan Year are
                           less than both the dollar limitation of Code Section
                           402(g) and the percentage limitation of Plan section
                           1.12, then all or part of the Participant's Catch-up
                           Contribution shall be reclassified as an Elective
                           Deferral to the extent of the unused dollar
                           limitation or percentage limitation, whichever limit
                           applies first.


         5.       Section 1.26 is amended to read as follows in its entirety:

                  1.26     SALARY REDUCTION AGREEMENT means an agreement entered
                           into between the Participant and the Company or an
                           Employer, and by which the Participant agrees to
                           accept a reduction in Annual Earnings from the
                           Company or an Employer equal to any whole percentage,
                           per payroll period, for Elective Deferrals, plus the
                           amount of any Catch-up Contributions. Such amount
                           shall not exceed one hundred percent (100%), of the
                           Participant's Annual Earnings (less any withholding
                           which is required by law or otherwise authorized by
                           or applied to such Participant as described in Plan
                           section 1.13). This agreement shall apply to each
                           payroll period during the period it is in effect in
                           which the Participant receives Annual Earnings. In
                           consideration of such agreement, the Company or an
                           Employer will transfer to the Participant's Elective
                           Deferral subaccount the amount of the Elective
                           Deferral and, if applicable, the Catch-up
                           Contribution amount, at the time that regular salary
                           payments are made to its Employees.

         6. The first paragraph of Section 3.1 is amended to read as follows in
its entirety:

                  3.1      PARTICIPANTS' ELECTIONS. Each Participant who is an
                           Employee may enter into a Salary Reduction Agreement
                           with the Company providing for withholding of
                           Elective Deferrals from each of the Participant's
                           regular paychecks at a rate of one percent (1%) to
                           one hundred percent (100%) of the Participant's
                           Annual Earnings (less any withholding which is
                           required by law or otherwise authorized by or applied
                           to such Participant as described in Plan section
                           1.13), in whole percentages. Effective on and after
                           July 1, 2002, each eligible Participant who is an
                           Employee may enter into a Salary Reduction Agreement
                           with the Company providing for withholding of
                           Catch-up Contributions from each of the Participant's
                           regular paychecks in accordance with Code Section
                           414(v). A Salary Reduction Agreement shall remain in
                           effect until changed by the Participant.



                                     - 65 -
<Page>

         7.       Section 3.2 is amended to read as follows:

                  The Company shall pay to the Trustee on behalf of each
Participant the Elective Deferrals and Catch-up Contributions elected by the
Participant. A Participant's Elective Deferrals and Catch-up Contributions for a
Plan Year shall be paid to the Trustee no later than the 15th business day
following the end of the month in which the elective Deferral or Catch-up
Contribution was withheld from such Participant's paycheck.

         8.       The first paragraph of Subsection 3.5(b) is amended to read as
follows in its entirety:

                  (2)      (b) If, after the end of each Plan Year beginning on
                           January 1, 1997 and thereafter, the Administrator
                           determines that the Elective Deferrals made on behalf
                           of the Highly Compensated Employees are in excess of
                           the amounts permitted under Section 3.4, the
                           Administrator shall determine the aggregate dollar
                           amount that needs to be refunded in order to comply
                           with the requirements of Section 3.4. If such
                           affected Participant is eligible to make a Catch-up
                           Contribution, then such excess amounts shall be
                           recharacterized as Catch-up Contributions pursuant to
                           and to the extent permitted under Section 414(v) of
                           the Code, and to the extent not so recharacterized,
                           such aggregate dollar amount shall be refunded to the
                           affected Participants. Such refunds shall be
                           accomplished by allocating the aggregate dollar
                           amount among the affected Highly Compensated
                           Employees and refunding the applicable dollar amount
                           of Elective Deferrals to such Highly Compensated
                           Employees, beginning with the Highly Compensated
                           Employee(s) having the highest dollar amount of
                           Elective Deferrals and continuing to allocate and
                           refund the excess contributions from the highest
                           dollar amount of Elective Deferrals until such
                           aggregate dollar amount has been refunded.

         9.       Subsection 3.5(e) is amended to add the following clause to
the end thereof:

                           "and any recharacterization under Subsection 3.5(b)
                           above."

         10.      The second sentence of Section 5.1 is amended to read as
follows in its entirety:

                  Separate records shall be maintained with respect to the
                  portions of a Participant's Account attributable to Elective
                  Contributions and Catch-up Contributions, if any, and earnings
                  thereupon, and the portion of a Participant's Account
                  attributable to Company contributions under Section 4 and
                  earnings thereupon.


                                     - 66 -
<Page>

         11.      Sections 5.2 and 5.3 are amended by substituting the phrase
"Elective Deferrals and any Catch-up Contributions" for the words "Elective
Deferrals" each time those words appear.

         12.      Effective on and after January 1, 2002 Subsection 6.4(d) is
deleted.

         13.      The first paragraph of Subsection 7.1(a) is amended to read as
follows in its entirety:

                  (a)      Each Participant shall be fully vested at all times
                           in all items in the Participant's Account, whether
                           the same be derived from Elective Deferrals, Catch-up
                           Contributions, transferred amounts, Company
                           contributions, or earnings thereon.

         14.      The first paragraph of Section 7.4 is amended to read as
follows in its entirety:

                  7.4      DIRECT ROLLOVERS. If any Plan distribution is an
                           "eligible rollover distribution" as defined in
                           Section 402 of the Code, a Participant (or surviving
                           spouse) may elect at the time and in the manner
                           prescribed by the Administrator, to directly rollover
                           such distribution to one or more of the following: a
                           retirement plan qualified under Code Section 401(a),
                           an individual retirement annuity described in Code
                           Section 408(b), an individual retirement account
                           described under Code Section 408(a), an annuity plan
                           as described under Code Section 403(b), effective on
                           and after January 1, 2002 a plan described in Code
                           Section 457(b) maintained by a state, political
                           subdivision of a state, or any agency or
                           instrumentality of a state or political subdivision
                           of a state, or any other program deemed to be an
                           eligible retirement plan under Section 402.
                           Notwithstanding the foregoing, an "eligible rollover
                           distribution" does not include: any distribution that
                           is one of a series of substantially equal periodic
                           payments (not less frequently than annually) made for
                           the life (or life expectancy) of the distributee or
                           the joint lives or (joint life expectancies) of the
                           distributee and the distributee's designated
                           beneficiary, or for a specified period of ten years
                           or more; any distribution to the extent such
                           distribution is required under Code Section
                           401(a)(9); for distributions after December 31, 1998,
                           any hardship distributions made under Code Section
                           401(k)(2)(B)(i)(IV); and any hardship distribution
                           made on or after December 31, 2001.

         15.      The first full paragraph of Section 8.5 of the Plan is
revised to read as follows in its entirety:



                                     - 67 -
<Page>

                  8.5      CLAIMS FOR BENEFITS. Applications for benefits must
                           be made in such manner as prescribed by the
                           Administrator. Each application shall be acted upon
                           and approved or disapproved by [the human resources
                           department, an authorized representative of the
                           Company] within 90 days following its receipt. In the
                           event special circumstances require an extension of
                           time for reviewing the initial application for
                           benefits, the [an authorized representative of the
                           Company] shall furnish written notice of the
                           extension prior to the end of the initial 90 day
                           period, which notice shall identify the special
                           circumstances requiring the extension of time and
                           identify the date by which a determination is
                           expected, however, under no circumstances shall a
                           determination be later than 180 days following
                           receipt of the application. If an application for
                           benefits is denied, in whole or in part, the
                           authorized representative of the Company shall notify
                           the applicant in writing of such denial and of the
                           applicant's right to a review by the Administrator
                           and shall set forth in a manner calculated to be
                           understood by the applicant, the specified reasons
                           for such denial, specific references to pertinent
                           Plan provisions on which the denial is based, a
                           description of any additional material or information
                           necessary for the applicant to perfect the
                           application, an explanation of why such material or
                           information is necessary, an explanation of the
                           Plan's review procedure and a statement of the
                           claimant's right to bring a civil action under ERISA
                           Section 502(a).

         16.      The third full paragraph of Section 8.5 of the Plan is revised
to read as follows in its entirety:

                           The Administrator shall act upon each such appeal
                           application within 60 days after receipt of the
                           applicant's request for review by the Administrator.
                           In the event special circumstances require an
                           extension of time for reviewing the appeal
                           application, the Administrator shall furnish written
                           notice of the extension prior to the end of the
                           initial 60 day period, which notice shall identify
                           the special circumstances requiring the extension of
                           time and identify the date by which a determination
                           is expected, however under no circumstances shall a
                           determination be later than 180 days following
                           receipt of the appeal application.


         17.      Section 13.2 of the Plan is amended in its entirety to read as
follows:

                  13.2     TRANSFERS FROM OTHER QUALIFIED PLANS. Effective on
                           and after



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                           July 1, 2002, the Plan may accept Participant
                           rollover contributions, as described in Section 13.1
                           from: a qualified plan as described in Code Sections
                           401(a) or 403(b); a plan described in Code Section
                           457(b) which is maintained by a state, political
                           subdivision of a state, or any agency or
                           instrumentality of a state or political subdivision
                           of a state; an individual retirement account as
                           described in Code Section 408(a); or an individual
                           retirement annuity described in Code Section 408(b).
                           Any such rollover must constitute the entire amount
                           of such account or annuity that would otherwise be
                           includible in the Participant's gross income,
                           including the earnings thereon, and no portion of
                           such amount may be attributable to any source other
                           than a lump sum distribution and must exclude any
                           after-tax contributions. Moreover, an Employee may,
                           in accordance with procedures approved by the
                           Committee, transfer in cash all or a portion of such
                           rollover distribution to the Plan within 60 days
                           after receiving the distribution.

         18.      Section 13.3 of the Plan is amended in its entirety to read as
follows:

                  13.3     PARTICIPATION. Notwithstanding anything in the Plan
                           to the contrary, an Employee who transfers funds to
                           the Plan pursuant to Paragraph 13.1 or 13.2, shall,
                           upon such transfer, become a Participant of the Plan
                           except that the right to make Elective Deferrals,
                           Catch-up Contributions or receive Company
                           contributions will remain subject to Paragraph 2.1.

         IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Amendment No. 1 on the 1st day of October, 2002, effective as of
the date and year noted above.


         NOVA CHEMICALS INC.


         By: Marilyn Horner
         Its: Vice President of People Services

         By: Shelia O'Brien
         Its: Director





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