<PAGE>

                                                                  Exhibit 4.2

                              AMENDED AND RESTATED
               NOVA CHEMICALS INC. SAVINGS AND PROFIT SHARING PLAN
                               FOR U.S. EMPLOYEES

                         EFFECTIVE AS OF JANUARY 1, 1997
<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
ARTICLE                                                                 Page No.
                                                                        --------
<S>                                                                     <C>
I.       DEFINITIONS........................................................ 1
         1.1      Actual Net Income......................................... 1
         1.2      Adjustment Factor......................................... 1
         1.3      Affiliated Company........................................ 1
         1.4      Annual Additions.......................................... 1
         1.5      Annual NOVA Equity Account................................ 1
         1.6      Average Contribution Percentage........................... 2
         1.7      Average Deferral Percentage............................... 2
         1.8      Basic Annual Earnings..................................... 2
         1.9      Basic Biweekly Earnings................................... 2
         1.10     Board..................................................... 3
         1.11     Code...................................................... 3
         1.12     Committee................................................. 3
         1.13     Company................................................... 3
         1.14     Compensation.............................................. 3
         1.15     Continuous Service........................................ 5
         1.16     Contribution Percentage................................... 6
         1.17     Contributions............................................. 6
         1.18     CR&L...................................................... 9
         1.19     Death Valuation Date...................................... 9
         1.20     Deferral Percentage....................................... 9
         1.21     Departing Employee........................................ 9
         1.22     Distribution Year........................................ 10
         1.23     DRSPP.................................................... 10
         1.24     Effective Date........................................... 10
         1.25     Employee................................................. 10
         1.26     Employment Commencement Date............................. 11
         1.27     Entry Date............................................... 11
         1.28     ERISA.................................................... 11
         1.29     Excess Aggregate Contributions........................... 11
         1.30     Excess Contributions..................................... 11
         1.31     Excess Deferrals......................................... 11
         1.32     Five-Percent Owner....................................... 12
         1.33     Highly Compensated Employee.............................. 12
         1.34     Highly Compensated Employee Group........................ 13
         1.35     Hour of Service.......................................... 13
         1.36     Incoming Employee........................................ 13
         1.37     Insider.................................................. 13
         1.38     Long Term Disability Plan................................ 14
         1.39     Net Income Target........................................ 14
         1.40     Nonhighly Compensated Employee........................... 14
         1.41     Nonhighly Compensated Employee Group..................... 14
         1.42     Notice................................................... 14
         1.43     NOVA Chemicals Stock Fund................................ 15
</Table>


                                      -i-
<PAGE>

<Table>
<Caption>
ARTICLE                                                                 Page No.
                                                                        --------
<S>                                                                     <C>
         1.44     NOVA Locked Stock........................................ 15
         1.45     NOVA Stock Fund.......................................... 15
         1.46     NOVA Unlocked Stock...................................... 15
         1.47     Other Events Effective Date.............................. 16
         1.48     Participant.............................................. 17
         1.49     Participant's Account.................................... 17
         1.50     Period of Severance...................................... 17
         1.51     Plan..................................................... 18
         1.52     Plan Administrator....................................... 18
         1.53     Plan Year................................................ 18
         1.54     Profit Sharing Allocations............................... 18
         1.55     Qualified Domestic Relations Order....................... 19
         1.56     Reciprocal Plan.......................................... 20
         1.57     Reemployment Commencement Date........................... 21
         1.58     Required Beginning Date.................................. 21
         1.59     Severance from Service Date.............................. 21
         1.60     Splitoff Effective Date.................................. 21
         1.61     Termination Date......................................... 21
         1.62     Top Heavy................................................ 21
         1.63     Total Value.............................................. 21
         1.64     TransCanada Stock Fund................................... 23
         1.65     Transferred Employee..................................... 23
         1.66     Trust Agreement.......................................... 23
         1.67     Trustee.................................................. 23
         1.68     Trust Fund............................................... 23
II.      GENERAL............................................................ 1
         2.1      Capacity.................................................. 1
         2.2      Applicable Law............................................ 1
         2.3      Construction.............................................. 1
         2.4      Form of Notice............................................ 1
         2.5      Time of Payment........................................... 1
         2.6      Percentages............................................... 2
         2.7      Share Distribution........................................ 2
         2.8      Share Limitation.......................................... 2
III.     ELIGIBILITY AND REGISTRATION....................................... 1
         3.1      Entry Dates............................................... 1
         3.2      Suspension of Voluntary, Basic Savings
                  and Matching Contributions................................ 2
         3.3      Disability................................................ 2
         3.4      Suspended Participation................................... 2
         3.5      Contributions During Period of Military Leave............. 3
IV.      CONTRIBUTIONS...................................................... 1
         4.1      Company Contributions..................................... 1
         4.2      Voluntary Savings Contributions........................... 4
         4.3      Limit on Pre-Tax Contributions............................ 4
</Table>


                                      -ii-
<PAGE>

<Table>
<Caption>
ARTICLE                                                                 Page No.
                                                                        --------
<S>                                                                     <C>
         4.4      Limit on Post-Tax Contributions........................... 7
         4.5      Rollover Contributions................................... 10
V.       MAINTENANCE OF PARTICIPANT'S ACCOUNTS.............................. 1
         5.1      Account................................................... 1
         5.2      Annual NOVA Equity Account................................ 2
         5.3      Annual TransCanada Equity Account......................... 3
         5.4      Types of Withdrawal or Transfer Between Accounts.......... 3
         5.5      Required Holding Period................................... 4
         5.6      Disability................................................ 4
         5.7      Takeover or Issuer Bid.................................... 5
         5.8      Investment in NOVA Stock.................................. 6
         5.9      Voting NOVA Stock......................................... 7
VI.      INVESTMENT......................................................... 1
         6.1      Deposits.................................................. 1
         6.2      Investment Funds.......................................... 2
         6.3      Investment of a Participant's Account..................... 2
         6.4      Changing Allocations and Authorizations................... 3
         6.5      Valuation of Assets....................................... 4
VII.     VESTING............................................................ 1
         7.1      Account................................................... 1
         7.2      NOVA Equity Account....................................... 1
         7.3      Earnings.................................................. 1
         7.4      Allocation................................................ 1
         7.5      Decreases................................................. 1
VIII.    ASSIGNMENT......................................................... 1
         8.1      No Assignment............................................. 1
         8.2      Qualified Domestic Relations Orders....................... 1
         8.3      Loans..................................................... 3
IX.      WITHDRAWALS AND DISTRIBUTIONS...................................... 1
         9.1      Withdrawals............................................... 1
         9.2      Withdrawal of Stock....................................... 3
         9.3      Sale of Stock to Fund Loan................................ 3
         9.4      Death before Retirement................................... 3
         9.5      Form of Benefit........................................... 4
         9.6      Required Distributions.................................... 5
         9.7      .......................................................... 5
         9.8      Distributions Requiring Consent........................... 6
         9.9      Notice Period............................................. 6
         9.10     Direct Rollovers.......................................... 7
         9.11     Lost Participants......................................... 8
X.       THE COMMITTEE...................................................... 1
         10.1     Structure................................................. 1
         10.2     Powers, Authorities and Discretions....................... 1
         10.3     Committee Oversight of the Trust Fund..................... 4
</Table>


                                      -iii-
<PAGE>

<Table>
<Caption>
ARTICLE                                                                 Page No.
                                                                        --------
<S>                                                                     <C>
XI.      MANAGEMENT OF THE TRUST FUND....................................... 1
         11.1     Establishment of the Trust Fund........................... 1
         11.2     Third-Party Trustee....................................... 1
         11.3     Expenses.................................................. 1
         11.4     Valuation of the Trust Fund............................... 1
XII.     AMENDMENTS TO THE PLAN............................................. 1
         12.1     Amendment or Termination.................................. 1
         12.2     Preservation of Benefits.................................. 1
         12.3     Correcting Errors......................................... 1
         12.4     Effect on Trustee......................................... 1
         12.5     Merger.................................................... 1
XIII.    LIMITATION ON ANNUAL ADDITIONS..................................... 1
         13.1     Maximum Annual Additions.................................. 1
         13.2     Participation in Other Company Plans...................... 1
         13.3     Incorporation by Reference of Code Section 415............ 1
         13.4     No Contractual Right To Excess Contributions.............. 1
XIV.     APPLICATION FOR BENEFITS........................................... 1
         14.1     Information From Participant.............................. 1
         14.2     Claims.................................................... 1
         14.3     Appeals................................................... 1
XV.      TOP-HEAVY PROVISIONS............................................... 1
         15.1     Effect.................................................... 1
         15.2     Top-Heavy Plan............................................ 1
         15.3     Top-Heavy Definitions..................................... 1
         15.4     Effect on Code Section 415 Limits......................... 4
         15.5     Top-Heavy Minimum Contributions........................... 4
XVI.     MISCELLANEOUS...................................................... 1
         16.1     Interpretation of Plan.................................... 1
         16.2     Payment of Benefits....................................... 1
         16.3     Return of Contributions................................... 1
         16.4     Sale of Stock to a Disqualified Person.................... 1
         16.5     Good Faith................................................ 2
         16.6     Fiduciaries and Liability................................. 2
         16.7     Indemnity................................................. 2
         16.8     Actions Subject to Law.................................... 3
         16.9     Plan Not Contract of Employment........................... 3
</Table>


                                      -iv-
<PAGE>

                              AMENDED AND RESTATED
               NOVA CHEMICALS INC. SAVINGS AND PROFIT SHARING PLAN
                               FOR U.S. EMPLOYEES

     The NOVA Chemicals Inc. Savings and Profit Sharing Plan for U.S. Employees
(formerly know as the Employee Savings and Profit Sharing Plan) (the "Plan") was
established by Polysar Incorporated to cover its Employees and Employees of
Affiliated Companys designated for participation by the Board, as such terms are
defined below. Effective as of December 31, 1991, Polysar Incorporated, through
a series of mergers, became Novacor Chemicals Inc.

     The Plan was amended and restated for the benefit of Eligible Employees
described herein to reflect the changes necessitated by the Uruguay Rounds
Agreement Act, the Uniformed Services Employment and Reemployment 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, such
other dates as required by GUST, or as otherwise stated in this restated Plan.

     The Plan is intended to provide Eligible Employees with periodic income
after retirement in addition to benefits under the Social Security Act. A Trust
Agreement (the "Trust") has been adopted by the Employer and forms a part of
this Plan.

     It is intended that the Plan, as amended and restated herein, will continue
to meet the requirements for qualification as a profit sharing plan under
Section 401(a) of the Internal Revenue Code of 1986 (the "Code"), as amended
from time to time, and as a cash or deferred arrangement under Section 401(k) of
the Code, and that the Trust shall continue to be exempt from taxation as
provided under Section 501(a) of the Code.

     The Trustee of the Plan is authorized to invest so much of the assets of
the Trust in NOVA Chemicals common shares as are designated herein for such
investment, regardless of the percentage of Trust assets represented by such
investment, subject to the limitation set forth in Section 2.8 of Article II.
<PAGE>

     This Plan is intended to qualify under ERISA Section 404(c) and the
Regulations issued thereunder with the effect that the Plan fiduciaries are
relieved of liability, to the maximum extent allowed under ERISA Section 404(c),
for any losses that are the necessary result of investment directions made by
Participants or Beneficiaries of deceased Participants.

     Except as otherwise specifically and expressly provided herein:

     (a)  the provisions of this amended and restated Plan shall apply only
to individuals who are Eligible Employees on or after January 1, 1997; and

     (b)  a former Employee's eligibility for and amount of benefits, if
any, payable to or on behalf of such former Employee, shall be determined in
accordance with the provisions of the Plan in effect when his employment
terminated. The benefit payable to or on behalf of a Participant included under
the Plan in accordance with the following provisions shall not be affected by
the terms of any amendment to the Plan adopted after such Participant's
employment terminates, unless the amendment expressly provides otherwise.
<PAGE>

ARTICLE I.  DEFINITIONS

     The provisions of this Article I shall be effective for Plan Years
beginning after 1996 unless a different effective date is specifically provided.
Unless there is something in the context inconsistent therewith, the following
definitions shall have the following meanings respectively:

     1.1  ACTUAL NET INCOME. "Actual Net Income" means, in respect of a Plan
Year, the audited net income after the deduction of the Contributions and Profit
Sharing Allocations excluding nonoperating variables such as adjustments
resulting from the disposition of assets or resulting from changes in accounting
policy, reported in the audited financial statements of NOVA Chemicals
Corporation for the fiscal year ending in or concurrently with such Plan Year.

     1.2  ADJUSTMENT FACTOR. "Adjustment Factor" means the cost of living
adjustment factor under Code section 415(d).

     1.3  AFFILIATED COMPANY. "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, or trade or business or
organization is, as applicable, under common control with the Company or in a
controlled group of corporations with the Company.

     1.4  ANNUAL ADDITIONS. "Annual Additions" means allocations to a
Participant's Account or a Participant's Annual NOVA Equity Account, as defined
in Code section 415(c)(2).

     1.5  ANNUAL NOVA EQUITY ACCOUNT. "Annual NOVA Equity Account" means, in
respect of a single Plan Year, the account of a Participant which contains:

          (a)  all NOVA Locked Stock held by the Trustee for the benefit of the
Participant under the Plan which has been purchased or acquired for the
Participant from Eligible Contributions paid into the Participant's Account in
respect of such Plan Year and from Stock Purchase Incentive Contributions paid
into such account in respect of such Plan Year;


                                      I-1
<Page>

          (b)  Stock Purchase Incentive Contributions paid into such account in
respect of such Plan Year held pending investment in NOVA Locked Stock;

          (c)  all securities, other assets and cash (the latter held pending
investment in NOVA Locked Stock) received by way of dividends or distributions,
all pursuant to investment instructions received from the Participant in
accordance with Article VI; and

          (d)  all securities in NOVA Chemicals Corporation, other assets and
cash (the latter held pending investment in NOVA Locked Stock) received on
account of the exchange of shares in the NOVA Stock Fund for shares of
TransCanada PipeLines Limited which were immediately exchanged for common shares
of NOVA Chemicals Corporation and TransCanada PipeLines Limited on the Splitoff
Effective Date.

     1.6  AVERAGE CONTRIBUTION PERCENTAGE. "Average Contribution Percentage"
means the average (expressed as a percentage) of the Contribution Percentages of
the Highly Compensated Employee Group or the Nonhighly Compensated Employee
Group, as applicable.

     1.7  AVERAGE DEFERRAL PERCENTAGE. "Average Deferral Percentage" means the
average (expressed as a percentage) of the Deferral Percentages of the Highly
Compensated Employee Group or the Nonhighly Compensated Employee Group, as
applicable.

     1.8  BASIC ANNUAL EARNINGS. "Basic Annual Earnings" means, in respect of
a Plan Year, the aggregate Basic Biweekly Earnings received by an Employee
from the Company during the fiscal year ending in or concurrently with such
Plan Year.

     1.9  BASIC BIWEEKLY EARNINGS. "Basic Biweekly Earnings" means, at any point
in time, the rate of Basic Biweekly Earnings received by an Employee from the
Company up to a maximum of $5,769.23 (or, if different, 1/26 of the dollar limit
under Code section 401(a)(17)), multiplied by the Adjustment Factor; but does
not include any other Compensation such as, without limiting the generality of
the foregoing, shift differential, overtime pay, performance bonuses,
commissions or the value of any benefits. Basic Biweekly Earnings for an
Employee receiving disability benefits under the Long Term Disability Plan shall
mean the rate of Basic Biweekly Earnings, without any increase, being received
by the Employee on the date he or she first became eligible for Long-


                                      I-2
<Page>

Term Disability payments. If an Employee works a regularly scheduled work
period under which the Employee's daily schedule exceeds the normal work day,
the pay increment for the hours in excess of the normal work day shall be
included in Basic Biweekly Earnings for the purposes of this Plan.

     1.10 BOARD. "Board" means the Board of Directors of NOVA Chemicals Inc.

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

     1.12 COMMITTEE. "Committee" means the committee appointed by the Board
pursuant to Article X hereof.

     1.13 COMPANY. "Company" means NOVA Chemicals Inc. and any associated,
affiliated and subsidiary company of NOVA Chemicals Inc. as may be designated
from time to time by resolution of the Board (a certified copy of which shall be
filed with the Trustee), and which has adopted this Plan on behalf of its
employees. Solely for those purposes, and to the extent required by the Code,
"Company" shall include Affiliated Companies. Any designated Company which has
adopted this Plan on behalf of its employees shall be deemed to have terminated
its participation in the Plan effective as of the date it is no longer an
Affiliated Company.

     1.14 COMPENSATION. "Compensation" means, subject to the limitation in
Subsection 1.14(e), the following:

          (a)  ANNUAL ADDITIONS LIMIT. For purposes of applying the limitation
on Annual Additions required by Code section 415(c), a Participant's earned
income, wages, salaries and fees for professional services and other amounts
received for personal services actually rendered in the course of employment
with the Company including, but not limited to, commissions paid salespersons,
compensation for services on the basis of a percentage of profits, commissions
or insurance premiums, tips and bonuses, and contributions by employees to
certain plans or programs that are exempt from tax under sections 125, 132(f)
and 402(g) of the Code, but excluding:


                                      I-3
<Page>

               (1)  contributions by the Company to a plan of deferred
compensation that are not includible in the Employee's gross income for the
taxable year in which contributed;

               (2)  contributions by the Company under a simplified employee
pension (within the meaning of Code section 408(k)) to the extent such
contributions are excludible from gross income by the Employee;

               (3)  distributions from a plan of deferred compensation;

               (4)  amounts realized from the exercise of a nonqualified stock
option, or when restricted stock or other property held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;

               (5)  amounts realized from the sale, exchange and other
disposition of stock acquired under an incentive stock option;

               (6)  other amounts that have received special tax benefits; and

               (7)  contributions by the Company (whether or not under a salary
reduction agreement) towards the purchase of an annuity described in Code
section 403(b) (whether or not the amounts are actually includible from the
gross income of the Employee).

          (b)  TOP HEAVY. For purposes of determining whether the Plan is Top
Heavy, the amount designated as compensation on the Participant's IRS Form W-2
for the Plan Year pursuant to Code section 416.

          (c)  CONTRIBUTION PERCENTAGE AND DEFERRAL PERCENTAGE. For purposes of
determining the Contribution Percentage and Deferral Percentage of an Employee,
the meaning set forth in Subsection 1.14(a) above (substituting "Employee" for
"Participant" therein), including amounts contributed by the Company pursuant to
a salary reduction agreement which are not includible in the gross income of the
Employer under Code sections 125, 132(f), 402(a)(8), 402(h) or 403(b). Moreover,
effective April 15, 1999, severance payments shall be included in Compensation
for purposes of Voluntary Savings Contributions, and for calculating the
Contribution and Deferral Percentages of affected Participants.


                                      I-4
<Page>

          (d)  HIGHLY COMPENSATED EMPLOYEES. For purposes of determining whether
an Employee is a Highly Compensated Employee, the meaning set forth in
Subsection 1.14(a) above, determined without regard to Code sections 125,
132(f), 402(a)(8), 402(h)(1)(B) and, in the case of Company contributions made
pursuant to a salary reduction agreement, Code section 403(b).

          (e)  MAXIMUM ANNUAL COMPENSATION. Compensation for all purposes shall
include only amounts actually paid to the Employee during the Plan Year and
shall be limited, in all cases, to $150,000 ($200,000 beginning in 2002),
multiplied by the Adjustment Factor as provided in Code section 401(a)(17)(B).
Compensation in excess of such amount shall be disregarded.

For any short Plan Year, the Compensation limit shall be an amount equal to the
Compensation limit under Code section 401(a)(17) for the calendar year in which
the Plan Year begins, multiplied by the ratio obtained by dividing a number of
full months in a short Plan Year by twelve (12).

          (f)  PRORATED COMPENSATION FOR FIRST YEAR. the determination of
Compensation for a Participant's initial year of participation shall include
only Compensation paid following the Participant's effective date of
participation pursuant to Article III.

     1.15 CONTINUOUS SERVICE. "Continuous Service" means the period of time
beginning on an Employee's Employment Commencement Date or Reemployment
Commencement Date, as applicable, and ending on the Employee's Severance from
Service Date; provided that where an Employment Commencement Date or
Reemployment Commencement Date falls on the first regular working day of a
month, the period of Continuous Service shall be deemed to have commenced on the
first day of such month. If an Employee terminates employment with the Company
and is reemployed by the Company within the twelve-month period immediately
following his termination of employment, such Employee's "Continuous Service"
shall include each day during the period following his termination of employment
and ending with his Reemployment Commencement Date. Continuous Service shall
include service with ARCO Chemical Company at its manufacturing plants located
at Beaver Valley, Pennsylvania, Painesville, Ohio, Newtown Square, Pennsylvania
and Southfield, Michigan prior to September 30, 1996. Continuous Service shall
include service with Huntsman Chemical Corporation prior to an Employee's
"Transfer Date," as such term is defined in an Agreement dated December 31,
1998, among NOVA Corporation,


                                      I-5
<Page>

NOVA Chemicals (USA) Inc., Huntsman Corporation and Huntsman Chemical
Corporation (the "Huntsman Agreement").

     1.16 CONTRIBUTION PERCENTAGE. "Contribution Percentage" means the ratio
(calculated to the nearest one-hundredth of one percent (0.01%)) of the sum of
the following contributions made to the Plan on behalf of the Participant for
the Plan Year, to the Participant's Compensation, as defined in Section 1.14(c),
for such Plan Year:

          (a)  Basic Savings Contributions;

          (b)  Matching Contributions;

          (c)  Stock Purchase Incentive Contributions;

          (d)  Voluntary Savings (Post-Tax) Contribution;

          (e)  Deferred Profit Sharing (Post-Tax) Contributions;

          (f)  Retirement Matching Contributions (for Plan Years prior to
January 1, 2001) to the extent such Contributions are not taken into account in
determining the Participant's Deferral Percentage; and

          (g)  Savings (Post-Tax) Contributions and Deferred Profit Sharing
(Post-Tax) Contributions.

     1.17 CONTRIBUTIONS. "Contributions" means Basic Savings Contributions,
Deferred Profit Sharing Contributions, Eligible Contributions, Ineligible
Contributions, Matching Contributions, Retirement Matching Contributions (but
only through the Plan Year ending December 31, 2000), Rollover Contributions,
Stock Purchase Incentive Contributions, Supplemental Contributions and Voluntary
Savings Contributions as defined below.

          (a)  "Basic Savings Contributions" means, in respect of an amount paid
by the Company to a Participant's Account, 2% of Basic Biweekly Earnings (4% for
Plan Years beginning prior to January 1, 2001).


                                      I-6
<Page>

          (b)  "Deferred Profit Sharing (Pre-Tax) Contributions" and "Deferred
Profit Sharing (Post-Tax) Contributions" (collectively "Deferred Profit Sharing
Contributions") means that portion of the Profit Sharing Allocation contributed
under the Plan in accordance with Article IV.

          (c)  "Eligible Contributions" means that portion of a Participant's
Voluntary Savings (Pre-Tax) Contributions (but only up to an aggregate of 8% of
Basic Biweekly Earnings), Basic Savings Contributions, Matching Contributions
(but only up to an aggregate of 3% of Basic Bi-Weekly Earnings), and Deferred
Profit Sharing Contributions, all of which are directed by a Participant to be
invested in NOVA Locked Stock in accordance with Article VI. Such Eligible
Contributions shall be transferred to the Participant's Annual NOVA Equity
Account and subject to the holding requirement described in Article V. If a
Participant contributes Voluntary Savings (Pre-Tax) Contributions of less than
4% of such Participant's Basic Biweekly Earnings, such Participant's Voluntary
Savings (Post-Tax) Contributions shall be taken into account in determining
Eligible Contributions, but only to the extent that such contributions, when
aggregated with such Participant's Voluntary Savings (Pre-Tax) Contributions do
not exceed 4% of such Participant's Basic Biweekly Earnings. Eligible
Contributions shall be taken into account in determining the Stock Purchase
Incentive Contributions to be made to a Participant's Annual NOVA Equity
Account.

          (d)  "Ineligible Contributions" means that portion of a Participant's
Voluntary Savings Contributions, Basic Savings Contributions, Matching
Contributions and Deferred Profit Sharing Contributions that are invested in
NOVA Unlocked Stock pursuant to investment instructions received from the
Participant in accordance with Article VI. Such units shall be held in the
Participant's Account. Ineligible Contributions shall not be taken into account
in determining the Stock Purchase Incentive Contributions to be made to a
Participant's Annual NOVA Equity Account.

          (e)  "Matching Contributions" means an amount contributed by the
Company pursuant to Section 4.1 with respect to a Participant's Voluntary
Savings (Pre-Tax) Contributions.

          (f)  "Retirement Matching Contributions" means an amount paid by the
Company equal to 50% of a Participant's (Pre-Tax) Voluntary Savings
Contributions (up to a maximum dollar amount determined each year by the Board
which shall be expressed as a


                                      I-7
<Page>

percentage of the payroll of the Company) which the Participant designates to
be allocated to a subaccount of the Participant's Account to defray the
Participant's retirement medical expenses. No additional Retirement Matching
Contributions shall be made for Plan Years beginning on and after January 1,
2001.

          (g)  "Rollover Contributions" means the assets transferred to the Plan
from another plan qualified under Code section 401(a) or a distribution from
another qualified plan or an individual retirement account qualified under Code
section 408 that are contributed to the Plan.

          (h)  "Stock Purchase Incentive Contributions" means, in respect of an
amount paid by the Company at a point in time in respect of Contributions
directed by the Participant to be invested in NOVA Locked Stock, an amount equal
to 20% of the Eligible Contributions contributed at that time.

          (i)  "Supplemental Contributions" means, for Plan Years beginning on
and after January 1, 2001, an amount contributed by the Company at its
discretion to the Accounts of all Nonhighly Compensated Employees.

          (j)  "Voluntary Savings (Pre-Tax) Contributions" and "Voluntary
Savings (Post-Tax) Contributions" (collectively, "Voluntary Savings
Contributions") means the amount of Compensation, as defined in Section 1.14(a),
that a Participant elects to defer or contribute to the Plan in accordance with
Article IV, Section 4.2, provided that not more than 20% (15% for Plan Years
ending on or before December 31, 2000) of the Participant's Basic Biweekly
Earnings are designated as Eligible Contributions or Ineligible Contributions. A
Participant whose combined Voluntary Savings Contributions (Pre-Tax and
Post-Tax), when combined with the Participant's Profit Sharing Allocation,
exceeds 20% (15% for Plan Years ending on or before December 31, 2000) of
Compensation for a Plan Year shall not be entitled to elect Deferred Profit
Sharing Contributions (Pre-Tax or Post-Tax) with respect to such Profit Sharing
Allocation for such Plan Year.

          Effective for Voluntary Savings Contributions made on and after
January 1, 2001 a Participant may elect to pay up to 20% (or such lesser
percentage that the Committee has prescribed for deferrals of Basic Biweekly
Earnings or Basic Annual Earnings by all Participants or


                                      I-8
<Page>

by those Participants who are also Highly Compensated Employees) of any
severance payments received that are not included in such Participant's Basic
Biweekly Earnings. Moreover, the aggregate amount of Voluntary Savings
(Pre-Tax) Contributions made by Participants, including amounts paid from
Basic Biweekly Earnings, Basic Annual Earnings and any severance payments,
cannot exceed the annual limit described in Article IV, Subsection 4.3(a).
The portion of a Participant's Voluntary Savings Contributions that are
attributable to a Participant's severance payments shall not be considered
for purposes of the Company's Retirement Matching Contributions or for
Eligible Contributions. Notwithstanding the foregoing, for the period
beginning April 15, 1999 and ending January 1, 2001, a Participant's
percentage was limited to 15%.

     1.18 CR&L. "CR&L" means Chemical Research and Licensing, an Affiliated
Company prior to its sale to CRI, a subsidiary of Shell, in 1998.

     1.19 DEATH VALUATION DATE. "Death Valuation Date" means the last day of the
month in which a Participant's death occurs.

     1.20 DEFERRAL PERCENTAGE. "Deferral Percentage" means the ratio (calculated
to the nearest one-hundredth of one percent (0.01%)) of the sum of the
following:

          (a)  Deferred Profit Sharing (Pre-Tax) Contributions;

          (b)  Retirement Matching Contributions (but only with respect to Plan
Years ending prior to December 31, 2000);

          (c)  Voluntary Savings (Pre-Tax) Contributions; and

          (d)  Stock Purchase Incentive Contributions.

made to the Plan on behalf of a Participant for the Plan Year, to the extent
such Contributions are not taken into account in determining such Participant's
Contribution Percentage, to such Participant's Compensation for such Plan Year.

     1.21 DEPARTING EMPLOYEE. "Departing Employee" means a person who
immediately after ceasing to be an Employee, becomes an employee pursuant to the
terms of a Reciprocal Plan.


                                      I-9
<PAGE>

     1.22 DISTRIBUTION YEAR. "Distribution Year" means a calendar year for which
a minimum distribution is required. The first Distribution Year shall be the
calendar year immediately preceding the calendar year in which falls the
Participant's Required Beginning Date.

     1.23 DRSPP. "DRSPP" means the Dividend Reinvestment and Share Purchase Plan
of NOVA Chemicals Corporation, as amended, from time to time.

     1.24 EFFECTIVE DATE. "Effective Date" means January 1, 1997 for this
amended and restated Plan, except where otherwise specifically provided. With
respect to changes required or permit under GUST, the effective dates are:

          (i)  December 12, 1994 for the Uniform Services Employment and
               Reemployment Rights Act;

          (ii) January 1, 1995 for the Uruguay Rounds Agreement Act;

          (iii)January 1, 1997 for the Small Business Jobs Protection Act of
               1997 and the Consolidated Appropriations Act of 2001;

          (iv) January 1, 1998 for the Tax Reform Act of 1997;

          (v)  January 1, 1999 for the Retirement Reconciliation Act of 1998;
               and

          (vi) such other dates are permitted or required.

     1.25 EMPLOYEE. "Employee" means, for purposes of testing coverage under
Code section 410(b), an individual employed by the Company or an Affiliated
Company, excluding any individual considered to be an independent contractor and
any individual covered under a collective bargaining agreement to which the
Company is a party, unless such agreement provides for coverage under the Plan.
Employee shall include leased employees within the meaning of Code Section
414(n)(2). Notwithstanding the foregoing, if such leased employees constitute
less than 20% of the Company's nonhighly compensated work force within the
meaning of Code Section 414(n)(1)(c)(ii), the term "Employee" shall not include
those leased employees if they are covered by a plan described in Code Section
414(n)(5)(B) unless otherwise provided by the terms of this Plan. As provided by
Code section 414(n)(2) a leased employee includes any person (other


                                      I-10
<Page>

than an employee of the Company) who pursuant to an agreement between the
Company and any other person ("leasing organization") has performed services
for the Company (or for the Company and related persons determined in
accordance with Code section 414(n)(6)) on a substantially full time basis
for a period of at least one year, and such services are performed under the
primary direction or control of the Company.

     1.26 EMPLOYMENT COMMENCEMENT DATE. "Employment Commencement Date" means the
date in which an Employee first completes an Hour of Service.

     1.27 ENTRY DATE. "Entry Date" means the first day of any calendar month.

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

     1.29 EXCESS AGGREGATE CONTRIBUTIONS. "Excess Aggregate Contributions" means
the aggregate amount of contributions in respect of a Plan Year that are taken
into account in computing the Contribution Percentages of Highly Compensated
Employees and which are actually made on behalf of such Employees, in excess of
the maximum amount of such contributions permitted under the nondiscrimination
test set forth in Article IV, Section 4.4 of the Plan.

     1.30 EXCESS CONTRIBUTIONS. "Excess Contributions" means the aggregate
amount of contributions with respect to a Plan Year that are taken into account
in computing the Deferral Percentages of Highly Compensated Employees, and which
are actually made on behalf of such Employees, in excess of the maximum amount
of such contributions permitted under the nondiscrimination test set forth in
Article IV, Section 4.3 of the Plan. "Excess Contributions" shall be considered
"Annual Additions" under Article XIII.

     1.31 EXCESS DEFERRALS. "Excess Deferrals" means an amount equal to the
excess of the contributions made on behalf of a Participant under any qualified
cash or deferred arrangements described in Code sections 401(k), 408(k) or
403(b) for a taxable year over the applicable limit under Code section 402(g).
Excess Deferrals shall be treated as an "Annual Addition" pursuant to Article
XIII when contributed to the Plan, unless distributed to the affected


                                      I-11
<Page>

Participant not later than the first April 15 following the close of a
Participant's taxable year. Additionally, for purposes of determining top heavy
status and any minimum top heavy required Contributions, Excess Deferrals shall
continue to be treated as Company Contributions even if distributed. However,
Excess Deferrals of Nonhighly Compensated Employees who are Participants are not
taken into account for purposes of calculating a Nonhighly Compensated
Employee's Deferral Percentage, as defined herein, to the extent such Excess
Deferrals occur pursuant to Article IV, of this Plan.

     1.32 FIVE-PERCENT OWNER. "Five-Percent Owner" means an individual who owns
(or is considered as owning, within the meaning of Code section 318) more than
5% of the outstanding stock of NOVA Chemicals Corporation or stock possessing
more than 5% of the total combined voting power of all stock of the Company.

     1.33 HIGHLY COMPENSATED EMPLOYEE.

          (a)  "Highly Compensated Employee", means (for Plan Years beginning
after December 31, 1996) the following Employees:

               (1)  an Employee who performs service for the Company during the
determination year and who, during the look-back year received Compensation from
the Company in excess of $80,000 multiplied by the Adjustment Factor and was a
member of the top paid group for such year; and

               (2)  an Employee who is a Five-Percent Owner at any time during
the look-back year or the determination year.

          (b)  The "look-back year" shall be the calendar year ending with or
within the Plan Year for which testing is being performed.

          (c)  The "determination year" shall be the period of time, if any,
which extends beyond the "look-back year" and ends on the last day of the Plan
Year for which testing is being performed (the "lag period"). If the lag period
is less than twelve (12) months long, the dollar threshold amount specified
above shall be prorated based upon the number of months in the lag period.


                                      I-12
<Page>

          (d)  The "top paid" group shall be the group consisting of the top
twenty percent (20%) of Employees when ranked on the basis of Compensation
during the applicable year.

          (e)  The determination of who is a Highly Compensated Employee,
including the determination and the number and identity of Employees in the
top-paid group, and the Compensation that is considered shall be made in
accordance with Code section 414(q) and the regulations thereunder.

          (f)  A former employee shall be treated as a Highly Compensated
Employee if that former employee was a Highly Compensated Employee at either the
time of severance from service or after attaining age 55. A former employee for
purposes of Section 1.34 includes an Employee who is still employed by the
Company, but provides no service during the determination year (I.E., leave of
absence.)

     1.34 HIGHLY COMPENSATED EMPLOYEE GROUP. "Highly Compensated Employee Group"
means for a Plan Year, the group of Highly Compensated Employees who are
eligible to participate in the Plan.

     1.35 HOUR OF SERVICE. "Hour of Service" means an hour for which an Employee
is paid, or entitled to payment, for the performance of duties for the Company
or an Affiliated Company.

     1.36 INCOMING EMPLOYEE. "Incoming Employee" means an Employee who was an
employee as defined pursuant to the terms of a Reciprocal Plan immediately prior
to becoming an Employee.

     1.37 INSIDER. "Insider" means any Participant required to file statements
of ownership of common shares in the capital stock of NOVA Chemicals Corporation
and, on and after the Splitoff Effective Date, any Participant required to file
statements of ownership of common shares in the capital stock of NOVA Chemicals
Corporation, in each case under Section 16 of the Securities Exchange Act of
1934 as amended, from time to time, and rules and regulations promulgated
thereunder.


                                      I-13
<Page>

     1.38 LONG TERM DISABILITY PLAN. "Long Term Disability Plan" means the plan
established by the Company to provide for partial salary continuance to a
disabled Employee.

     1.39 NET INCOME TARGET. "Net Income Target" means, in respect of a Plan
Year, the consolidated net income target, after provision for the Company's
Contributions and Profit Sharing Allocations and after taxes, but excluding
nonoperating variables such as adjustments resulting from the disposition of
assets or resulting from changes in the accounting policy of NOVA Chemicals
Corporation established by the compensation committee of the Board prior to such
Plan Year as a net income target for the fiscal year ending in or concurrently
with such Plan Year for the purposes of determining Profit Sharing Allocations
after taking into account return on common shares in the capital stock of NOVA
Chemicals Corporation and external variables which may affect the net income of
NOVA Chemicals Corporation and which is communicated annually in writing to the
Participants and to the Trustee by the Committee as being the "Net Income
Target" for the Plan Year for the purposes of this Plan. Notwithstanding the
foregoing, however, for the 1998 Plan Year, the Net Income Target shall be
determined as provided above through the Splitoff Effective Date. After the
Splitoff Effective Date, the Net Income Target shall be determined by
substituting NOVA Chemicals Corporation for each reference to NOVA Corporation
in the first sentence of this Section 1.39 with the consequence that the Board
shall make its determinations thereafter based on the operations, income, share
value and other relevant factors of NOVA Chemicals Corporation.

     1.40 NONHIGHLY COMPENSATED EMPLOYEE. "Nonhighly Compensated Employee" means
an Employee who is not a Highly Compensated Employee.

     1.41 NONHIGHLY COMPENSATED EMPLOYEE GROUP. "Nonhighly Compensated Employee
Group" means for a Plan Year the group of Nonhighly Compensated Employees
eligible to participate in the Plan.

     1.42 NOTICE. "Notice" means a written notification submitted to the Company
and to the Trustee, as the case may be, on the forms prescribed by the Company
for each individual transaction and, where applicable, approved by the Trustee.
The Notice requirement described herein may be satisfied by the use of and
transmission by electronic means, including an


                                      I-14
<Page>

appropriate automated Voice Response System which the Committee shall both
approve for use, provided that the method of electronic delivery is available
to substantially all Participants.

     1.43 NOVA CHEMICALS STOCK FUND. " NOVA Chemicals Stock Fund" means a
separate fund within the Trust Fund composed of issued and outstanding common
shares in the capital stock of NOVA Chemicals Corporation on the effective date
of the Plan of Arrangement involving NOVA Corporation 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 Chemicals Corporation.

     1.44 NOVA LOCKED STOCK. "NOVA Locked Stock" means units of the stock of
NOVA Chemicals purchased with Eligible Contributions which shall be taken into
account in determining the Stock Purchase Incentive Contributions to be made to
a Participant's Annual NOVA Equity Account. Such units shall be held in the
Participant's Annual NOVA Equity Account subject to the holding requirement
described in Article V, Section 5.4.

     1.45 NOVA STOCK FUND. "NOVA Stock Fund" means a separate fund within the
Trust Fund 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 Corporation and its common shareholders which was approved at a meeting of
the said common shareholders held on May 6, 1994, 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 NOVA Corporation.

     1.46 NOVA UNLOCKED STOCK. "NOVA Unlocked Stock" means units of the NOVA
Stock Fund and, after the split-off Effective Date, the NOVA Chemicals Stock
Fund purchased with Ineligible Contributions which shall not be taken into
account in determining the Stock Purchase Incentive Contribution to be made to a
Participant's Annual NOVA Equity Account. Such units


                                      I-15
<Page>

shall be held in the Participant's Account and shall not be subject to the
holding requirement described in Article V, Section 5.4.

     1.47 OTHER EVENTS EFFECTIVE DATE. "Other Events Effective Date" means:

          (a)  in the case of any withdrawal of all or a portion of the assets
held in Participant's Account as referred to in Article IX hereof, or

          (b)  in the case of changes among investment categories within the
Participant's Account as referred to in Sections 6.3 and 6.4 of Article VI, the
date specified in the Participant's Notice submitted in respect of any such
action if such Notice is received by the Company and the Trustee on or before
such date; provided that if a Participant has one or more Annual NOVA Equity
Accounts and wishes to withdraw all of the assets held in such Participant's
Account as referred to in Subsection 1.47(a) the Other Events Effective Date for
purposes of paying or delivering to the Participant the common shares in the
capital stock of NOVA Corporation proportionate to his interest in the NOVA
Stock Fund and other property held for such Annual NOVA Equity Account or
Accounts and which may ultimately be transferred to the Participant's Account
under Section 5.5 of Article V, shall be the later of:

               (1)  the date specified in the Participant's Notice (or in the
case of Insiders the date that is 15 days after the date specified in the
Participant's Notice) submitted in respect of any such action if such Notice is
received by the Company and the Trustee on or before such date, or

               (2)  the date when all units of the NOVA Stock Fund and other
property held in respect of such Annual NOVA Equity Account are required to be
transferred to the Participant's Account under Article V, Section 5.4.

          (c)  in the case of changes on or after June 1, 1998 among
investment categories within the Participant's Account as referred to in
Sections 6.3 and 6.4 of Article VI, as soon as practicable following the date
the Participant's Notice submitted in respect of any such action is received
by the Company and the Trustee; provided that if a Participant has one or
more Annual NOVA Equity Accounts and wishes to withdraw all of the assets
held in a Participant's


                                      I-16
<Page>

Account as referred to in Subsection 1.47(a), the Other Events Effective Date
for purposes of paying or delivering to the Participant (x) the common shares in
the capital stock of NOVA Corporation proportionate to his interest in the NOVA
Stock Fund and, on and after the Splitoff Effective Date, (y) the common shares
in the capital stock of NOVA Chemicals Corporation proportionate to his interest
in the NOVA Chemicals Stock Fund, and (z) other property held for such Annual
NOVA Equity Account or Accounts and which may ultimately be transferred to the
Participant's Account under Section 5.5 of Article V shall be the later of:

               (1)  the date that occurs as soon as practicable following the
date (or in the case of Insiders the date that is 15 days after the date) the
Participant's Notice is received by the Company and the Trustee in respect of
such action, or

               (2)  the date when all units of the NOVA Stock Fund and, after
the Splitoff Effective Date, all units of the NOVA Chemicals Stock Fund, and
other property held in respect of such Annual NOVA Equity Account are
required to be transferred to the Participant's Account under Article V,
Section 5.5.

     1.48 PARTICIPANT. "Participant" means any Employee who is deemed to have
become a Participant of the Plan under Article III hereof and in respect of whom
there has not been a complete settlement of all rights either as provided in
Article IV under the Plan, or in respect of his Participant's Account and Annual
NOVA Equity Accounts.

     1.49 PARTICIPANT'S ACCOUNT. "Participant's Account" means all cash,
securities and other assets held by the Trustee for the benefit of the
Participant under the Plan which have been contributed by the Company or the
Participant, or transferred into the Plan from another qualified plan, and
earnings on such Contributions, other than those assets held in a Participant's
Annual NOVA Equity Account.

     1.50 PERIOD OF SEVERANCE. "Period of Severance" means a continuous period
of time during which an Employee is not employed by the Company or an Affiliated
Company. Such period shall begin on the Employee's Severance from Service Date.


                                      I-17
<Page>

     1.51 PLAN. "Plan" means the NOVA Chemicals Inc. Savings and Profit Sharing
Plan for U.S. Employees, as amended, and including any subsequent amendments
hereto. "Prior Plan" means a plan established and maintained by an Affiliated
Company which is amended by the adoption of the Plan and/or which is merged into
the Plan. Special provisions, if any, that apply to a Prior Plan are set forth
in Appendix A.

     1.52 PLAN ADMINISTRATOR. "Plan Administrator" means the Company, which
shall also be the named fiduciary under ERISA section 402(a).

     1.53 PLAN YEAR. "Plan Year" means the 12 consecutive-month period which
begins on January 1 and ends on the following December 31.

     1.54 PROFIT SHARING ALLOCATIONS. "Profit Sharing Allocations" shall be
determined in the sole discretion of the Board and means the amount made
available by the Company to a Participant in respect of a Plan Year, equal to
the percentage of Basic Annual Earnings of the Participant (rounded to the
nearest one-tenth of a percent) for such immediately preceding Plan Year which
percentage the compensation committee of the Board has (contemporaneously with
the determination of the Net Income Target for such immediately preceding Plan
Year) established as the rate of Profit Sharing Allocations to be paid in the
Plan Year for that level of Actual Net Income for such immediately preceding
Plan Year. Participants who terminate employment with the Company prior to
December 31, shall not be eligible to receive the Profit Sharing Allocation for
the Plan Year in which they terminate, unless the termination occurred on
account of the Participant's retirement or participation in the Company's
Employment Transition and Continuity Program.

          In establishing the respective percentage of Basic Annual Earnings
applicable to any particular Actual Net Income for a Plan Year, the compensation
committee of the Board of NOVA Corporation, and the compensation committee of
the Board of NOVA Chemicals Corporation after the Splitoff Effective Date, shall
establish for the Plan Year a minimum Actual Net Income (which is below the Net
Income Target) at and below which Profit Sharing Allocations shall be 0% of
Basic Annual Earnings and a maximum Actual Net Income (which is above the Net
Income Target) at and beyond which Profit Sharing Allocations shall remain at 6%
of Basic Annual Earnings. The Net Income Target shall be the simple average of
such minimum and maximum.


                                      I-18
<Page>

Thus, where Actual Net Income equals the Net Income Target, the rate of
Profit Sharing Allocations shall be 3% of Basic Annual Earnings. Where Actual
Net Income is not equal to the Net Income Target and is between such minimum
and maximum, the rate of Profit Sharing Allocations shall be the rate,
determined on a straight line basis, between 0% and 6% which proportionately
corresponds to the relative position of Actual Net Income between such
minimum and maximum such that Profit Sharing Allocations of 3% would have
been paid in the event the Actual Net Income for such prior Plan Year had
equaled the Net Income Target for such Plan Year. The compensation committee
of the Board of NOVA Corporation and, after the Splitoff Effective Date, the
compensation committee of the Board of NOVA Chemicals Corporation may, prior
to the payment of the Profit Sharing Allocations, determine to pay a greater
amount than that initially established as corresponding to the Actual Net
Income for the Plan Year, as it deems appropriate.

          Notwithstanding the foregoing, there shall be two allocation
dates for the 1998 Plan Year. First, the compensation committee of the Board of
NOVA Corporation shall establish the rate of Profit Sharing Allocations which
shall be paid to Participants for that portion of the Plan Year beginning on the
first day of the Plan Year and ending on the Splitoff Effective Date. However,
the allocable amount of such payment using the rate as established by the
compensation committee shall not be contributed to the Plan but shall, instead,
be paid directly as additional compensation to the Participants as provided in
Article IV, Subsection 4.1(f). Second, the compensation committee of the Board
of NOVA Chemicals Corporation shall establish the rate of Profit Sharing
Allocations to be paid for the 1998 Plan Year after taking into account the rate
of Profit Sharing Allocations established by the compensation committee of the
board of directors of NOVA Corporation to the Splitoff Effective Date and paid
to Participants as if such amount had, instead, been allocated to Participants
in the Plan.

          After the 1998 Plan Year, the rate shall be established by the
compensation committee of the Board of NOVA Chemicals Corporation in the manner
described in the first and second paragraphs of this Article I, Section 1.54.

     1.55 QUALIFIED DOMESTIC RELATIONS ORDER. "Qualified Domestic Relations
Order" (QDRO) means any judgment, decree or order (including approval of a
property settlement


                                      I-19
<Page>

agreement) which is made pursuant to a state domestic relations law
(including a community property law) and which:

          (a)  relates to provision of child support, alimony payments, or
marital property rights of a spouse, former spouse, child or other dependent of
a Participant or former Participant, and which;

          (b)  recognizes or creates an alternate payee's right to, or assigns
to an alternate payee the right to, receive all or a portion of the benefits
payable with respect to a Participant or former Participant under this Plan; and

          (c)  which clearly specifies:

               (1)  the name and last known address of the Participant or former
Participant and of each alternate payee;

               (2)  the amount and percentage, or manner in which such could be
determined, of the Participant's or former Participant's benefits to be paid to
such alternate payee by the Plan;

               (3)  the number of payments or time period the QDRO covers; and

               (4)  each plan to which the QDRO applies.

          A QDRO cannot require any plan to provide a type or form of
benefit, or any option not otherwise provided by the plan, nor can it require
the plan to provide increased benefits. A QDRO cannot require a payment to an
alternate payee of benefits required to be paid to another alternate payee by
virtue of a previous QDRO.

     1.56 RECIPROCAL PLAN. "Reciprocal Plan" means such savings and profit
sharing plans relating to associated companies, Affiliated Companies or
subsidiary companies of the Company as such plans may be designated for the
purpose of this Plan from time to time by resolution of the Board.


                                      I-20
<Page>

     1.57 REEMPLOYMENT COMMENCEMENT DATE. "Reemployment Commencement Date" means
the date on which an Employee first completes an Hour of Service following a
Termination Date.

     1.58 REQUIRED BEGINNING DATE. "Required Beginning Date" means, effective on
and after January 1, 1997, the first day of April following the date a
Participant attains age 70 1/2 ,except that if the Participant is not a 5%
Owner, the Required Beginning Date shall be the first day of April of the 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 shall be no later
than the last day of the year in which the Participant becomes a 5% Owner.

     1.59 SEVERANCE FROM SERVICE DATE. "Severance from Service Date" means the
date on which an Employee quits, retires, dies, is discharged or, if earlier,
the first anniversary of absence for any other reason.

     1.60 SPLITOFF EFFECTIVE DATE. "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 Corporation for shares of capital stock of each of NOVA Chemicals
Corporation and TransCanada PipeLines Limited.

     1.61 TERMINATION DATE. "Termination Date" means the earlier of (a) or (b):

          (a)  the date on which an Employee quits, retires, is discharged, or
dies; or

          (b)  the first anniversary of the first date of continuous absence
from Employment for any other reason.

     1.62 TOP HEAVY. "Top Heavy" means the status of the Plan in any Plan Year
determined under Code section 416.

     1.63 TOTAL VALUE. "Total Value" means in respect of the Trust Fund, a
Participant's Account or Annual NOVA Equity Account, as the case may be, the
total value of the following


                                      I-21
<Page>

assets held under the Plan in respect of the Trust Fund, such Participant's
Account or such Participant's Annual NOVA Equity Account calculated as
provided below as of the dates specified in the pertinent definitions hereof:

          (a)  the value of the Participant's beneficial interest in the NOVA
Stock Fund and, after the Splitoff Effective Date, the NOVA Chemicals Stock
Fund, as represented by units in each such fund credited to the Participant's
Account and the Participant's Annual NOVA Equity Account. The value of each such
unit shall be the net asset value of the NOVA Stock Fund and, after the Splitoff
Effective Date, the NOVA Chemicals Stock Fund, divided by the total number of
units credited to all Participants' Accounts and Annual NOVA Equity Accounts.
For purposes of determining net asset value, the value of the common shares in
the capital stock of NOVA Corporation and, after the Splitoff Effective Date,
the value of the common shares in the capital stock of NOVA Chemicals
Corporation in the fund shall be the closing price on the New York Stock
Exchange on such specified date, or if such was not a day on which a closing
price was available, on the next immediately preceding day on which such a
closing price was available;

          (b)  the value of all securities, other assets and cash (the latter
held pending investment in the NOVA Stock Fund) received by way of dividends, as
such value is determined solely by the Trustee;

          (c)  the value of the Participant's beneficial interest in the
TransCanada Stock Fund as represented by units in such fund credited to the
Participant's Account. The value of each such unit shall be the net asset value
of the TransCanada Stock Fund divided by the total number of units credited to
all Participant's Accounts. For purposes of determining net asset value, the
value of the common shares in the capital stock of TransCanada PipeLines Limited
in the Fund shall be the closing price on the New York Stock Exchange on such
specified date or if such was not a day on which a closing price was available,
on the next immediately preceding day on which such a closing price was
available;

          (d)  other investments of the Trust based on the dollar amount
credited to the Trust Fund or a Participant's Account as the case may be;


                                      I-22
<Page>

          (e)  interest paid by the Trustee on Contributions held pending
investment; and

          (f)  contributions then held by the Trustee pending investment.

     1.64 TRANSCANADA STOCK FUND. "TransCanada Stock Fund" means a separate fund
within the Trust Fund 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.

     1.65 TRANSFERRED EMPLOYEE. "Transferred Employee" means an Employee who was
an employee as defined pursuant to the terms of a Reciprocal Plan immediately
prior to becoming an Employee.

     1.66 TRUST AGREEMENT. "Trust Agreement" means the agreement of trust
between the Company and the Trustee executed in furtherance of the Plan, as the
same may be amended from time to time.

     1.67 TRUSTEE. "Trustee" means a bank, or trust company or company selected
from time to time by the Company to serve as Trustee (or co-Trustees) under the
Plan.

     1.68 TRUST FUND. "Trust Fund" means the assets of the Plan held by the
Trustee in Trust under the provisions of the Plan and the Trust Agreement.


                                      I-23
<PAGE>

ARTICLE II.  GENERAL

     2.1  CAPACITY. If any Participant entitled to receive any benefits
hereunder, becomes in the judgment of the Trustee physically or mentally
incapable of personally receiving and giving a receipt for any payment or
distribution, the Trustee may make payment or distribution to such other person
or persons who, in judgment of the Trustee, shall then be maintaining or having
custody of the assets of such Participant, or shall be legally entitled to
receive such payment or distribution, and such payment or distribution shall
constitute a complete discharge of liability with respect to any such benefit.

     2.2  APPLICABLE LAW. To the extent required by the Code or ERISA, the Plan
shall be construed in accordance with applicable U.S. federal law.

     2.3  CONSTRUCTION. In the text, words importing the singular meaning shall
include the plural and vice versa, and words importing the masculine shall
include the feminine and neuter genders. A reference to a month shall mean a
calendar month; a reference to a year shall mean a calendar year.

     2.4  FORM OF NOTICE. The Committee may from time to time prescribe such
forms or other notices or communications for use by the Committee, the Trustee,
the Company, the Participants and by Employees submitting a Notice to the
Company or the Trustee and prospective Participants as the Committee may deem
appropriate. The Committee may specify the information to be included in such
forms, Notices or other communications to be given to the Company or the Trustee
and the time within which such forms, Notices or communications shall be given
to the Company or the Trustee. The Committee may specify the manner by which
such forms, Notices or communications may be delivered, including telephonic and
electronic means. The Committee may waive any such requirement on such terms and
conditions, if any, as the Committee may deem appropriate.

     2.5  TIME OF PAYMENT. In the case of any withdrawal of all or a portion of
a Participant's Account or Annual NOVA Equity Account, the amount of such
withdrawal shall be paid by the Trustee to the person or persons entitled
thereto within such reasonable time after the date


                                       II-1
<Page>

the Trustee is requested to make such payment, as is required for the due
processing of such request and any sale of assets or securities required in
order to make such payment.

     2.6  PERCENTAGES. Any reference to a contribution to, or withdrawal from,
the Plan based on a percentage of an amount shall require the relevant
contribution or withdrawal to equal a percentage of such amount expressed as a
whole number.

     2.7  SHARE DISTRIBUTION. In the case of a withdrawal, nothing in the Plan
shall require the Company or the Trustee to sell, purchase or deliver any
fraction of a share, provided that the person who otherwise would be entitled to
the delivery of a fractional share receives a cash payment therefore in
proportion to the value of such share being the closing price on the New York
Stock Exchange on the relevant date, or if such date is not a day on which a
closing price is available, on the next immediately preceding day on which such
a closing price is available. The Trustee shall take up and purchase for its own
account at the price specified in this Section 2.7 any fraction of a common
share in the capital stock of NOVA Corporation and, after the Splitoff Effective
Date, any fraction of a common share in the capital stock of NOVA Chemicals
Corporation or TransCanada PipeLines Limited, requested to be delivered to a
Participant or otherwise required to be sold where a purchaser therefore cannot
be found.

     2.8  SHARE LIMITATION. Notwithstanding any other provision of the Plan, the
Trustee may not acquire or be required to acquire for the purpose of the Plan,
the NOVA Chemicals Inc. U.S. Savings and Profit Sharing Restoration Plan or any
Reciprocal Plan any common shares in the capital stock of NOVA Corporation which
will result in the Trust Fund and the trust funds of such Reciprocal Plans,
holding shares which, in the aggregate, amount to more than 10% of the
outstanding common shares in the capital stock of NOVA Corporation and after the
Splitoff Effective Date, more than 10% of the outstanding common shares in the
capital stock of NOVA Chemicals Corporation.


                                       II-2
<Page>

ARTICLE III.  ELIGIBILITY AND REGISTRATION

     3.1  ENTRY DATES.

          (a)  An Employee shall become a Participant with respect to the
Voluntary Savings Contribution and Retirement Matching Contribution features of
the Plan as of the Entry Date that immediately follows the Employee's Employment
Commencement Date or Reemployment Commencement Date, as applicable.

          (b)  An Employee shall be eligible to receive Profit Sharing
Allocations based on services performed on and after the date on which the
Employee completes one (1) year of Continuous Service.

          (c)  An Employee shall become a Participant with respect
to the Basic Savings Contribution, Deferred Profit Sharing Contribution,
Matching Contribution, Supplemental Contribution and Stock Purchase Incentive
Contribution features of the Plan as of the first day of the month that
immediately follows the date on which the Employee completes one (1) year of
Continuous Service provided that:

               (1)  any person who is employed by Novacor Chemicals Inc.,
Alberta Gas Chemicals, Inc. or Genesis Polymer on December 31, 1989 and January
1, 1990 in a category of employment covered by a Prior Plan shall become a
Participant on January 1, 1990, without regard to the service requirement; and

               (2)  an Employee who was formerly employed by ARCO Chemical
Company at its manufacturing plants located at Beaver Valley, Pennsylvania,
Painesville, Ohio, Newtown Square, Pennsylvania and Southfield, Michigan on
September 30, 1996 shall become a Participant with respect to the Voluntary
Savings Contribution, Retirement Matching Contribution (but only for Plan Years
prior to January 1, 2001), Basic Savings Contribution, Deferred Profit Sharing
Contribution, Matching Contribution and Stock Purchase Contribution features of
the Plan and shall be eligible to receive Profit Sharing Allocations on October
1, 1996 or, if later, such


                                        III-1
<Page>

Employee's Employment Commencement Date, without regard to the applicable
service requirement.

     3.2  SUSPENSION OF VOLUNTARY, BASIC SAVINGS AND MATCHING CONTRIBUTIONS.
During any period in which a Participant is not receiving Basic Biweekly
Earnings while remaining an Employee (for example, while on leave of absence
without pay), such Participant shall not be entitled to receive Basic Savings
Contributions or Matching Contributions or to make (or have made on such
Participant's behalf) Voluntary Savings Contributions to the Plan, but shall be
entitled to receive Profit Sharing Allocations and to make (or have made on such
Participant's behalf) Deferred Profit Sharing Contributions to the Plan and to
have Stock Purchase Incentive Contributions and, for Plan Years prior to January
1, 2001, Retirement Matching Contributions made on his behalf thereon. Such
Profit Sharing Allocations shall be paid with respect to Basic Annual Earnings
paid to such Participant during the Plan Year. Stock Purchase Incentive
Contributions and, effective for Plan Years prior to January 1, 2001, Retirement
Matching Contributions shall be made on the Contributions described above to the
extent otherwise authorized in the Plan.

     3.3  DISABILITY. Any Participant who is receiving benefits under the Long
Term Disability Plan shall continue to be entitled to the rights of a
participating Participant, including the right to receive Basic Savings
Contributions, which are made by the Company. Profit Sharing Allocations, and
Stock Purchase Incentive Contributions based on Deferred Profit Sharing
Contributions attributable to such Profit Sharing Allocations shall be payable
in respect of Basic Annual Earnings paid during that portion of the Plan Year
during which the Participant was not receiving benefits under the Long Term
Disability Plan. Notwithstanding the foregoing, the Participant will not be
entitled to make Voluntary Savings Contributions, receive Matching or
Supplemental Contributions, or obtain a loan in accordance with Section 8.3
during such period of time he or she is receiving benefits under the Long Term
Disability Plan.

     3.4  SUSPENDED PARTICIPATION. A Participant who ceases to be an Employee
eligible to participate in the Plan, but who has not terminated employment with
the Company, shall become a suspended Participant. A suspended Participant shall
not be eligible to receive Profit Sharing Allocations attributable to service
performed during any period of suspension, and no Contributions


                                       III-2
<Page>

based on Basic Biweekly Earnings or Basic Annual Earnings from and after the
date of the suspension shall be allocated to such Participant's Account or to
the Annual NOVA Equity Account(s) of such Participant, although earnings,
gains and losses shall continue to be recognized within such accounts, nor
shall such Participant be eligible to make, or have made on his behalf,
Voluntary Savings Contributions or Deferred Profit Sharing Contributions.

     3.5  CONTRIBUTIONS DURING PERIOD OF MILITARY LEAVE. Notwithstanding any
provisions of this Plan to the contrary, Company contributions, benefits and
service credits with respect to qualified military service will be provided in
accordance with Code section 414(u).


                                       III-3
<Page>

ARTICLE IV.  CONTRIBUTIONS

     4.1  COMPANY CONTRIBUTIONS.

          The following provisions shall apply to each Employee who is a
Participant with respect to the Basic Savings Contribution, Deferred Profit
Sharing Contribution, Matching Contribution, Supplemental Contributions and a
Stock Purchase Incentive Contribution features of the Plan as provided in
Article III.

          (a)  BASIC SAVINGS AND MATCHING CONTRIBUTIONS. The Company shall
credit each month by biweekly installments to the Participant's Account an
amount equal to such Participant's Voluntary Savings (Pre-Tax) Contributions,
the Company's Basic Savings Contribution and the Company's Matching
Contribution. If at the end of a Plan Year in which the Participant has made a
Voluntary Savings (Pre-Tax) Contribution of at least four percent (4%) of his or
her Basic Annual Earnings and the amount of Matching Contributions credited to
the Participant's Account is not equal to two percent (2%) of such Participant's
Basic Annual Earnings, then the Company will make an additional Matching
Contribution to the Participant's Account so that the aggregate Matching
Contribution for the Plan Year is equal to two percent (2%) of Basic Annual
Earnings.

          (b)  DEFERRED PROFIT SHARING CONTRIBUTIONS. Beginning on and after
January 31, 1996, the Company shall contribute to each eligible Participant's
Account as soon as practicable after March 1 of each calendar year an amount
equal to the portion of the Participant's Profit Sharing Allocation that the
Participant elects on a form provided by, and at the times specified by, the
Committee to have contributed to the Plan as Deferred Profit Sharing
Contributions for such Plan Year, provided that the Company shall be entitled to
contribute such amounts before March 1 if the Board resolves to make such
payments as of an earlier date. The deferred amount may be expressed as a
percentage of Basic Annual Earnings. Such Contributions shall be made as
Deferred Profit Sharing (Pre-Tax) Contributions or Deferred Profit Sharing
(Post-Tax) Contributions as designated by the Participant, subject to the
limitation on pre-tax contributions under Code section 402(g). If the amount
designated as pre-tax contributions would cause the Participant to exceed such
limit, the excess shall be recharacterized as post-tax contributions.
Participants may


                                       IV-1
<Page>

elect Deferred Profit Sharing Contributions only if actually employed on the
date the Deferred Profit Sharing Contribution would otherwise have been made.

          (c)  STOCK PURCHASE INCENTIVE CONTRIBUTIONS. On investment of Eligible
Contributions in NOVA Locked Stock, the Company shall simultaneously pay to such
Participant's Annual NOVA Equity Account established for the Plan Year the
related Stock Purchase Incentive Contributions.

          (d)  SUPPLEMENTAL CONTRIBUTIONS. Beginning with the Plan Year ending
on December 31, 2001, as soon as practicable after the end of a Plan Year the
Company may contribute an amount, as determined by the Board in its sole and
exclusive discretion, to be allocated in an equal share per capita, to the
Account of each Participant who is also a Nonhighly Compensated Employee.

          (e)  RETIREMENT MATCHING CONTRIBUTIONS. For Plan Years ending prior to
December 31, 2000, if the Participant elects on a form provided by the Committee
that any portion of his Voluntary Savings Contributions for the Plan Year shall
be allocated to a subaccount of the Participant's Account to help defray the
Participant's post-retirement medical expenses, then the Company shall make a
Retirement Matching Contribution to the Participant's Account at the time such
allocation is made to the subaccount of the Participant's Account.
Retirement Matching Contributions shall be nonforfeitable when made.

          (f)  PROFIT SHARING ALLOCATIONS. Any Participant, or in the case of
paragraph (6) below, the estate of any Participant:

               (1)  whose employment with the Company was terminated at any time
during a fiscal year ending in or concurrently with a Plan Year;

               (2)  who retires during a Plan Year and has elected to terminate
participation in the Plan;

               (3)  who retires during a Plan Year, but has a remaining interest
under the Plan notwithstanding such retirement;


                                       IV-2
<Page>

               (4)  who is in receipt of benefits under the Long Term Disability
Plan and who, in a Plan Year, exercises his right to transfer all units of the
NOVA Stock Fund or other property held in his Annual NOVA Equity Account to such
Participant's Account;

               (5)  who is in receipt of benefits under the Long Term Disability
Plan and who, in a Plan Year, does not exercise his right to transfer all of the
NOVA Stock Fund, and after the Splitoff Effective Date, the NOVA Chemicals Stock
Fund or other property held in his Annual NOVA Equity Account to such
Participant's Account; or

               (6)  who has died during a Plan Year;

shall be entitled to receive a Profit Sharing Allocation for the Plan Year in
which such Participant's service terminates for any of the above reasons,
prorated for such Participant's Basic Annual Earnings during such year.

No such Participant shall be entitled to an allocation of Stock Purchase
Incentive Contributions which otherwise would be payable on any Deferred Profit
Sharing Contributions attributable to such Profit Sharing Allocation except for
a Participant described in paragraphs (3) or (5) for whom the Company shall
continue to make Stock Purchase Incentive Contributions. The Profit Sharing
Allocation, and Stock Purchase Incentive Contributions in the case of a
Participant described in paragraphs (3) or (5), shall be made notwithstanding
that a withdrawal, or that the Participant's termination of employment,
retirement or death occurs prior to the date the Profit Sharing Allocation or
Stock Purchase Incentive Contributions are paid by the Company.

          (g)  Notwithstanding Subsections 4.1(b) and 4.1(e) to the contrary,
for the 1998 Plan Year, the Company may take two contributions of Profit Sharing
Allocations, one for the portion of the Plan Year beginning on the first day of
the Plan Year and ending on the Splitoff Effective Date, and the other for the
portion of the Plan Year beginning on the day following the Splitoff Effective
Date and ending on the last day of the Plan Year. If, however, the first
contribution is zero because the allocable amount is not contributed to the Plan
but is paid, instead, directly to Participants in accordance with Article I,
Section 1.57, then such payment shall be excluded when determining the Basic
Annual Earnings for Participants. Each such contribution to


                                       IV-3
<Page>

the Plan shall be allocated in accordance with Participants' elections and
may be expressed as a percentage of Basic Annual Earnings attributable to
each such portion of the 1998 Plan Year.

     4.2  VOLUNTARY SAVINGS CONTRIBUTIONS.

          The following provisions apply to each Employee who is a Participant
with respect to the Voluntary Savings Contribution feature of the Plan as
provided in Article III.

          (a)  Each Participant who is participating in the Plan shall be
eligible to make Voluntary Savings Contributions to the Plan by biweekly payroll
deductions and, effective April 15, 1999, by a deduction from a severance
payment with respect to any Voluntary Savings Contributions that are
attributable to severance pay.

          (b)  Voluntary Savings (Pre-Tax) Contributions shall be treated as
Pre-Tax, salary reduction contributions by Participants under Code section
401(k) and regulations, thereunder. Voluntary Savings (Post-Tax) Contributions
shall be treated as after-tax employee contributions by Participants under Code
section 401(m) and regulations thereunder.

     4.3  LIMIT ON PRE-TAX CONTRIBUTIONS.

          (a)  ELECTIVE DEFERRALS. In no event shall the total contributions
that constitute elective deferrals within the meaning of Code section 402(g)(3)
exceed, in the case of any Participant, $7,000 ($11,000 beginning in 2002)
multiplied by the Adjustment Factor in any calendar year. Elective deferrals
shall include Voluntary Savings (Pre-Tax) Contributions and Deferred Profit
Sharing (Pre-Tax) Contributions elected to be paid into the Plan (as opposed to
taken currently as additional compensation). Any Deferred Profit Sharing
Contributions that may not be made as Pre-Tax contributions because of the
dollar limitation described above shall be made as Deferred Profit Sharing
(Post-Tax) Contributions.

          (b)  EXCESS DEFERRALS. If, during a calendar year, a Participant
participates in the Plan and one or more other plans with qualified cash or
deferred or other arrangements described in Code sections 401(k), 408(k)(6) or
403(b), and the Participant's elective deferrals under all such plans (including
the Plan) exceed $7,000 ($11,000 beginning in 2002), multiplied by the
Adjustment Factor, the following rule shall apply: If a Participant has Excess
Deferrals, but


                                       IV-4
<Page>

notifies the Committee no later than March 1 following the close of the
taxable year to which such excess relates that any portion of his
Contributions constitutes Excess Deferrals, the Committee shall direct that
such excess amount, plus any income and minus any loss allocable to the
excess, shall be distributed to the Participant no later than the next
following April 15.

          (c)  ACTUAL DEFERRAL PERCENTAGE TEST. Any portion of Contributions
that constitute Excess Contributions shall be distributed to Highly Compensated
Employees as provided in Subsection 4.3(d) below to the extent necessary to
satisfy one of the deferral percentage tests described below:

               (1)  the Average Deferral Percentage of the Highly Compensated
Employee Group is not more than the product of 1.25 and the Average Deferral
Percentage of the Nonhighly Compensated Employee Group for the current Plan
Year.

               (2)  the Average Deferral Percentage of the Highly Compensated
Employee Group for the current Plan Year is not more than the lesser of:

                    (A)  200 percent of the Average Deferral Percentage of the
Nonhighly Compensated Employee Group for the current Plan Year, or

                    (B)  the Average Deferral Percentage of the Nonhighly
Compensated Employee Group for the current Plan Year plus two percentage points.

          (d)  RETURN OF EXCESS CONTRIBUTIONS. Excess Contributions (and income
thereon) shall be distributed to the appropriate Highly Compensated Employees as
soon as administratively feasible after the close of the Plan Year in which such
Excess Contributions arise and, in any event, within twelve (12) months after
the close of such Plan Year. Excess Contributions shall be treated as Annual
Additions, whether or not distributed. In addition, the following rules shall
apply:

               (1)  the income or loss allocable to such Excess Contributions
shall be determined pursuant to procedures established by the Committee
consistent with applicable regulations promulgated by the U.S. Secretary of the
Treasury. The Committee shall maintain sufficient records to demonstrate
compliance with the deferral percentage test;


                                       IV-5
<Page>

               (2)  excess Contributions shall be distributed from the
Participant's Deferral Account as follows:

                    (A)  calculate the dollar amount of Excess Contributions for
each Highly Compensated Employee consistent with the provisions of Code section
401(k)(8)(B);

                    (B)  add the dollar amounts calculated in Subparagraph (A)
above to arrive at the total dollar amount of the Excess Contribution for the
Plan Year, and distribute such total amount in accordance with subparagraphs (C)
- (E) below;

                    (C)  the Deferral Account of the Highly Compensated Employee
with the highest dollar amount of Elective Deferrals for the Plan Year shall be
reduced by the dollar amount required to cause such Highly Compensated
Employee's Elective Deferrals for the Plan Year to equal the dollar amount of
the Elective Deferrals of the Highly Compensated Employee with the next highest
dollar amount of Elective Deferrals. Such reduction amount shall be distributed
from the Deferral Account of the Highly Compensated Employee. However, if a
lesser reduction, when added to the total dollar amount already distributed
pursuant to this subparagraph (C ) would equal the total Excess Contributions as
determined pursuant to subparagraph (B) above, then the lesser reduction amount
shall be distributed from such Highly Compensated Employee's Deferral Account;

                    (D)  if the total amount distributed in subparagraph (C) is
less than the total Excess Contributions determined pursuant to subparagraph (B)
above, then the reduction and distribution process in subparagraph (C) above
shall be repeated;

                    (E)  no distribution of Excess Contributions (plus income)
shall be made to any Highly Compensated Employee as long as any other Highly
Compensated Employee has a higher amount of Elective Deferrals;

                    (F)  any reduction in the amount of Elective Deferrals to be
made on behalf of a Participant or any distribution of Excess Contributions
under this Paragraph 2 will also be effective for purposes of determining the
amount of Matching Contributions, if any, allocated to such Participant under
Article 4.4;


                                       IV-6
<Page>

               (3)  the Deferral Percentage for any Participant who is a Highly
Compensated Employee for the Plan Year and who is eligible to have salary
deferrals described in Code section 402(g)(3)(A) or qualified nonelective
contributions described in Code section 401(m)(4)(C) allocated on his behalf
under two or more plans or arrangements described in Code section 401(k) that
are maintained by the Company or any other Affiliated Company shall be
determined as if all such deferrals and contributions were made under a single
arrangement. Notwithstanding the foregoing, certain plans shall be treated as
separate if mandatorily disaggregated pursuant to regulations under Code section
401(k); and

               (4)  the Committee may prescribe such rules as it deems necessary
or appropriate regarding the maximum amount that a Participant may elect to
defer (rather than take as current compensation) and the timing of such an
election. These rules may prescribe a maximum percentage of Basic Biweekly
Earnings or Basic Annual Earnings that may be deferred, or may provide that the
maximum percentage of Basic Biweekly Earnings or Basic Annual Earnings that a
Participant may defer shall be a lower percentage above a certain dollar amount
of such Earnings than the maximum deferral percentage below that dollar amount
of such Earnings. These rules shall apply to all Participants eligible to make
such elections except to the extent that the Committee prescribes special or
more stringent rules applicable only to Highly Compensated Employees.

     4.4  LIMIT ON POST-TAX CONTRIBUTIONS.

          (a)  ACTUAL CONTRIBUTION PERCENTAGE TEST. Any portion of Contributions
that constitute Excess Aggregate Contributions shall be distributed to Highly
Compensated Employees as provided in Subsection 4.4(b) below to the extent
necessary to satisfy one of the contribution percentage tests described below:

               (1)  the Average Contribution Percentage of the Highly
Compensated Employee Group is not more than the product of 1.25 and the Average
Contribution Percentage of the Nonhighly Compensated Employee Group for the
current Plan Year;

               (2)  the Average Contribution Percentage of the Highly
Compensated Employee Group for the current Plan Year is not more than the lesser
of:


                                       IV-7
<Page>

                    (A)  200 percent of the Average Contribution Percentage of
the Nonhighly Compensated Employee Group for the current Plan Year, or

                    (B)  the Average Contribution Percentage of the Nonhighly
Compensated Employee Group for the current Plan Year plus two percentage points.

          (b)  In determining the Average Contribution Percentages, the
Contribution Percentages of all "Qualified Employees" shall be taken into
account. For this purpose, a Qualified Employee is any Employee who is directly
or indirectly eligible under the Plan to receive an allocation of Matching
Contributions, as provided in subsections 4.1 (a) and (b) for all or a portion
of a Plan Year and includes:

               (1)  an Employee who would be a Plan Participant but for the
failure to make Elective Deferrals; and

               (2)  an Employee whose eligibility to make Elective Deferrals
has been suspended because of an election not to participate.

               In the case of a Qualified Employee who makes no elective
deferrals, and thus receives no Matching Contributions and makes no Post-Tax
Contributions, the Contribution Percentage that is to be included in determining
the Average Contribution Percentage shall be zero.

          (c)  RETURN OF EXCESS AGGREGATE CONTRIBUTIONS. Excess Aggregate
Contributions (and income thereon) shall be distributed to the appropriate
Highly Compensated Employees as soon as administratively feasible after the
close of the Plan Year in which such Excess Aggregate Contributions arise and,
in any event, within twelve (12) months after the close of such Plan Year.
Amounts that represent matching contributions within the meaning of Code section
401(m)(4), which for Plan Years beginning after 1989 shall include Stock
Purchase Incentive Contributions and, for Plan Years ending on or before
December 31, 2000, Retirement Matching Contributions, that may not be retained
under the Plan under the foregoing sentence shall be distributed to the
Participant on whose behalf such Contributions otherwise would have been made
under the Plan notwithstanding any other provision of the Plan. Excess Aggregate
Contributions shall be treated as Annual Additions, whether or not distributed.
In addition, the following rules shall apply:


                                       IV-8
<Page>

               (1)  the income or loss allocable to such Excess Aggregate
Contributions shall be determined pursuant to procedures established by the
Committee consistent with applicable regulations promulgated by the U.S.
Secretary of the Treasury. The Committee shall maintain sufficient records to
demonstrate compliance with the contribution percentage test;

               (2)  excess Contributions shall be distributed from the
Participant's Matching Contribution Account as follows:

                    (A)  calculate the dollar amount of Excess Aggregate
Contributions for each Highly Compensated Employee consistent with the
provisions of Code section 401(m)(6)(D);

                    (B)  add the dollar amounts calculated in subparagraph (A)
above to arrive at the total dollar amount of the Excess Aggregate Contribution
for the Plan Year, and distribute such total amount in accordance with
subparagraphs (C) - (E) below;

                    (C)  the Matching Contribution Amount Account of the Highly
Compensated Employee with the highest dollar amount of Matching Contribution for
the Plan Year shall be reduced by the dollar amount required to cause such
Highly Compensated Employee's Matching Contribution for the Plan Year to equal
the dollar amount of the Matching Contribution of the Highly Compensated
Employee with the next highest dollar amount of Matching Contribution. Such
reduction amount shall be distributed from the Matching Contribution Account of
the Highly Compensated Employee. However, if a lesser reduction, when added to
the total dollar amount already distributed pursuant to this subparagraph (C)
would equal the total Excess Aggregate Contributions as determined pursuant to
subparagraph (B) above, then the lesser reduction amount shall be distributed
from such Highly Compensated Employee's Matching Contribution;

                    (D)  if the total amount distributed in subparagraph (C) is
less than the total Excess Aggregate Contributions determined pursuant to
subparagraph (B) above, then the reduction and distribution process in
subparagraph (C) above shall be repeated;

                    (E)  income or loss attributable to such Excess Aggregate
Contributions shall be determined based on the income or loss in the Company
Contribution


                                       IV-9
<Page>

Account of Each Highly Compensated Employee to whom such Excess Aggregate
Contributions are distributed (or from whose accounts such Excess Aggregate
Contributions are forfeited) for the Plan Year for which the Excess Aggregate
Contributions were made. Such income or loss shall be determined pursuant to
procedures established by the Committee consistent with Code section
401(m)(6) and Treasury regulation section 1.401(m)-1(e)(3); and

                    (F)  no distributions of Excess Aggregate Contributions
(plus income) shall be made to any Highly Compensated Employee as long as any
other Highly Compensated Employee has a higher amount of Matching Contributions.

               (3)  the Contribution Percentage for any Participant who is a
Highly Compensated Employee for the Plan Year and who is eligible to participate
in two or more plans maintained by the Company to which matching contributions
(within the meaning of Code section 401(m)), employee after-tax contributions
(within the meaning of Code section 401(m)) and salary deferrals described in
Code section 402(g)(3)(A) may be made shall be aggregated for purposes of
determining such Employee's Contribution Percentage.

     4.5  ROLLOVER CONTRIBUTIONS.

          (a)  The Trustee shall be authorized to accept assets from an Employee
who is, or will become, a Participant if the assets qualify as a rollover
contribution within the meaning of Code sections 402(a)(5), 403(a)(4) or
408(d)(3). If so directed by the Committee, the Trustee also shall be authorized
to accept assets being held on behalf of a Participant or Employee that are
transferred directly to the Trustee by the trustee of another trust of a plan
qualified under Code section 401(a).

          (b)  A Participant's Rollover Contributions or a trustee-to-trustee
transfer from another plan shall be maintained as a subaccount of his
Participant's Account and shall be fully vested when contributed or transferred.
The amount in such subaccount shall be governed by the applicable provisions of
Appendix A in addition to the provisions of the Plan.


                                       IV-10
<Page>

ARTICLE V.  MAINTENANCE OF PARTICIPANT'S ACCOUNTS

     5.1  ACCOUNT. An Account shall be maintained for each Participant which
shall record:

          (a)  the Basic Savings Contributions, Matching Contributions, and
Deferred Profit Sharing Contributions made by the Company to the Plan on behalf
of the Participant;

          (b)  the portion of such Contributions described in Subsection 5.1(a)
designated by the Participant as Eligible Contributions and the number of shares
of NOVA Locked Stock purchased with such Eligible Contributions which have been
transferred to and held in one of the Participant's Annual NOVA Equity Accounts;

          (c)  the portion of such Contributions described in Subsection 5.1(a)
designated by the Participant as Ineligible Contributions and the number of
shares of NOVA Unlocked Stock purchased with such Contributions and held in the
Participant's Account;

          (d)  the portion of such Contributions described in Subsection 5.1(a),
if any, that are invested in other alternatives authorized by the Committee;

          (e)  the Participant's Voluntary Savings Contributions to the Plan;

          (f)  the portion of such Contributions described in Subsection 5.1(e)
designated by the Participant as Eligible Contributions and the number of shares
of NOVA Locked Stock purchased with such Eligible Contributions which have been
transferred to and held in one of the Participant's Annual NOVA Equity Accounts;

          (g)  the portion of the such Contributions described in Subsection
5.1(e) designated by the Participant as Ineligible Contributions and the number
of shares of NOVA Unlocked Stock purchased with such Contributions and held in
the Participant's Account;

          (h)  the portion of such Contributions described in Subsection 5.1(e),
if any, that are invested in alternatives authorized by the Committee;

          (i)  for Plan Years ending on or before December 31, 2000, the
Contributions which the Participant designates to be allocated to a
subaccount to help defray such Participant's


                                        V-1
<Page>

retirement medical benefits and any Retirement Matching Contributions made by
the Company on account of such allocation;

          (j)  for Plan Years ending on or before December 31, 2000, the portion
of Retirement Matching Contributions that are designated by the Participant as
Ineligible Contributions and the number of shares of NOVA Unlocked Stock
purchased with such Contributions and held in the Participant's Account;

          (k)  for Plan Years ending on or before December 31, 2000, the portion
of Retirement Matching Contributions, if any, that are invested in alternatives
authorized by the Committee;

          (l)  the portion of Rollover Contributions that are designated by the
Participant as Ineligible Contributions and the number of shares of NOVA
Unlocked Stock purchased with such Contributions and held in the Participant's
Account;

          (m)  the portion of Rollover Contributions made on behalf of a
Participant, if any, that are invested in alternatives authorized by the
Committee; and

          (n)  interest earnings, dividends, capital gains and capital losses as
they accrue from time to time on assets held for the Participant in respect of
such Participant's Account.

     5.2  ANNUAL NOVA EQUITY ACCOUNT. A separate Participant's Annual NOVA
Equity Account shall be established for each Participant for each Plan Year
which shall record:

          (a)  Stock Purchase Incentive Contributions paid to such Annual NOVA
Equity Account by the Company on behalf of the Participant and the number of
shares of NOVA Locked Stock purchased or acquired on behalf of the Participant
with such Contributions;

          (b)  the number of shares of NOVA Locked Stock purchased or acquired
on behalf of the Participant from Eligible Contributions paid in such Plan Year
or from amounts paid to such Annual NOVA Equity Account by way of dividends or
distributions on or in respect of shares of NOVA Locked Stock held for the
Participant in such Participant's Annual NOVA Equity Account;


                                        V-2
<Page>

          (c)  property received by a Participant by way of dividends or
distributions held or reinvested where applicable on or in respect of shares of
NOVA Locked Stock in such Participant's Annual NOVA Equity Account; and

          (d)  common shares of NOVA Chemicals Corporation stock received by a
Participant by way of the exchange contemplated in connection with the Plan of
Arrangement of NOVA Corporation as of the Splitoff Effective Date.

     5.3  ANNUAL TRANSCANADA EQUITY ACCOUNT. A separate Participant's Annual
TransCanada Equity Account shall be established for each Participant with an
interest in the Annual NOVA Equity Account for the Plan Year in which the
Splitoff Effective Date shall occur, and which account shall record the number
of common shares of TransCanada received by a Participant, if any, in exchange
for common shares of NOVA Corporation in connection with the Plan of Arrangement
of NOVA Corporation as of the Splitoff Effective Date.

     5.4  TYPES OF WITHDRAWAL OR TRANSFER BETWEEN ACCOUNTS.

          (a)  No units of the NOVA Stock Fund (or any underlying, common
shares in the capital stock of NOVA Corporation) or other property held in a
Participant's Annual NOVA Equity Account for a single Plan Year may be
withdrawn from the Plan or be transferred to the Participant's Account except
in the manner and in the circumstances provided in Sections 9.4, 9.5 and 9.7
below and in Article IX. Subject to such restriction on withdrawal and
transfer, all voting and other rights associated with beneficial ownership of
shares of NOVA Locked Stock and other property held in a Participant's Annual
NOVA Equity Account shall be exercisable by the Participant.

          (b)  No units of the NOVA Chemicals Stock Fund (or any underlying
common shares in the capital stock of NOVA Chemicals Corporation) or other
property held in a Participant's annual NOVA Equity Account for any Plan Year
beginning with the year in which the Splitoff Effective Date shall occur, and
each subsequent year, may be withdrawn from the Plan or be transferred to the
Participant's Account except in the manner and in the circumstances provided in
Subsection (c) of this Section 5.4, Sections 5.5, 5.6 and 5.8 below and in
Article IX. Subject to such restriction on withdrawal and transfer, all voting
and other rights associated with beneficial ownership of shares of NOVA Locked
Stock and other property held in a Participant's Annual NOVA Equity Account
shall be exercisable by the Participant.


                                        V-3
<Page>

          (c)  Notwithstanding the foregoing to the contrary, all units of the
NOVA Chemicals Stock Fund credited to Participants' NOVA Equity Accounts in
exchange for shares of the NOVA Stock Fund shall be transferred to each
Participant's Account as soon as practicable following the Splitoff Effective
Date, without being subject to the requirements of Sections 5.5 and 5.8.

          (d)  No units of the TransCanada Stock fund (or any underlying common
shares in the capital stock of TransCanada PipeLines Limited) or other property
held in a Participant's Annual TransCanada Equity Account for any Plan Year
beginning with the Plan Year in which the Splitoff Effective Date shall occur
may be withdrawn from the Plan or be transferred to the Participant's Account
except in the manner and in the circumstances provided in Article IX. Subject to
such restriction on withdrawal and transfer, all voting and other rights
associated with beneficial ownership of TransCanada Stock and other property
held in a Participant's Annual TransCanada Equity Account shall be exercisable
by the Participant.

     5.5  REQUIRED HOLDING PERIOD. All units of the NOVA Stock Fund and, after
the Splitoff Effective Date, all units of NOVA Chemicals Stock Fund, and other
property held in the Participant's Annual NOVA Equity Account for a single Plan
Year shall be transferred promptly to the Participant's Account on January 2 (or
the next business day) of the second year following the end of the Plan Year for
which such Participant's Annual NOVA Equity Account was established.

     5.6  DISABILITY. A Participant who is in receipt of benefits under the Long
Term Disability Plan may once, upon submitting a Notice, cause to be transferred
to his Participant's Account all of the units of the NOVA Stock Fund, and, after
the Splitoff Effective Date, all of the units of NOVA Chemicals Stock Fund, and
other property held in the Participant's Annual NOVA Equity Accounts and
thereafter to be no longer subject to the requirements of Sections 5.4, 5.5 and
5.8 of this Article V in respect of units of the NOVA Stock Fund, and, after the
Splitoff Effective Date, units of NOVA Chemicals Stock Fund and other property
held in such Annual NOVA Equity Accounts. Such Participant shall not be entitled
to receive an allocation of Stock Purchase Incentive Contributions with respect
to any Deferred Profit Sharing Contributions that are attributable to a Profit
Sharing Allocation made after the close of the Plan Year in which the
Participant elects to have such assets transferred.


                                        V-4
<Page>

     5.7  TAKEOVER OR ISSUER BID. In the event that there is a takeover bid or
issuer bid (each as defined in applicable Canadian or United States securities
laws) for any outstanding common shares in the capital stock of NOVA Corporation
and, after the Splitoff Effective Date, the capital stock of NOVA Chemicals
Corporation or TransCanada PipeLines Limited, or an offer or proposal to engage
in any transaction whereby such person could acquire control of or a significant
interest in NOVA Corporation, NOVA Chemicals Corporation or TransCanada
PipeLines Limited, as applicable, in which holders of common shares in the
capital stock of NOVA Corporation, NOVA Chemicals Corporation or TransCanada
PipeLines Limited, as applicable, are entitled or encouraged to participate
(collectively a "Bid"), a Participant may respond to such Bid in accordance with
the following provisions:

          (a)  each Participant shall be given the opportunity, proportionate to
his interest in the NOVA Stock Fund, NOVA Chemicals Stock Fund or the
TransCanada Stock Fund, as applicable, to direct the Trustee in writing as to
the manner in which to respond to such Bid, and the Trustee shall respond in
accordance with the instructions so received. The Trustee shall not divulge to
the Company, to NOVA Chemicals Corporation or to TransCanada PipeLines Limited
the instructions of any Participant. The Committee shall utilize its best
efforts to distribute or cause to be distributed to each Participant in a timely
manner such information as shall be distributed to shareholders of NOVA
Corporation, NOVA Chemicals Corporation, or TransCanada PipeLines Limited, as
appropriate, in connection with any such Bid, together with a form addressed to
the Trustee requesting confidential instructions on whether or not such shares
will be tendered or exchanged. If the Trustee shall not receive timely direction
from a Participant as to the manner in which to respond to such a tender or
exchange offer, the Trustee shall not tender or exchange any common shares in
the capital stock of NOVA Corporation, NOVA Chemicals Corporation or TransCanada
PipeLines Limited, as applicable, with respect to which such Participant has the
right of direction, and the Trustee shall have no discretion in such matter; and

          (b)  any common shares in the capital stock of NOVA Corporation, NOVA
Chemicals Corporation or TransCanada PipeLines Limited, as appropriate, held by
the Trustee pending allocation to Participants' Accounts shall be tendered or
exchanged (or not tendered or exchanged) by the Trustee in the same proportion
as such shares with respect to which


                                        V-5
<Page>

Participants have been given the opportunity to direct the Trustee pursuant
to Subsection 5.7(a) above are tendered or exchanged, and the Trustee shall
have no discretion in such matter.

     5.8  INVESTMENT IN NOVA STOCK.

          (a)  Effective June 1, 1998, when a Participant elects to direct the
investment of Contributions and amounts earned in respect thereof under the Plan
in the NOVA Stock Fund or, after the Splitoff Effective Date, the NOVA Chemicals
Stock Fund, in accordance with Article VI and as a result thereof a
Participant's Annual NOVA Equity Account is established, a Participant shall, by
executing the Notice containing such direction, be deemed to agree to the
restrictions contained in Sections 5.4, 5.5, 5.6 and 5.7 above.

          (b)  A Participant who directs any Contributions or other assets held
under the Plan for the Participant to be invested in the NOVA Stock Fund shall
be deemed to consent to the Trustee's participation in the DRSPP. The Trustee
shall, with respect to all-common shares in capital stock of NOVA Corporation
held as assets of the NOVA Stock Fund participate in the DRSPP. Any amounts
received or realized on the disposition of property and any dividends or other
cash distribution in respect of the NOVA Stock Fund will be reinvested in the
capital stock of NOVA Corporation under the DRSPP up to the Splitoff Effective
Date, except that the property received in connection with the Plan of
Arrangement of NOVA Corporation and TransCanada PipeLines Limited (each share of
the common stock of NOVA Corporation shall be equal to .52 shares of the common
stock of TransCanada PipeLines Limited, which will then be exchanged for 0.2 of
a NOVA Chemicals Corporation common share and one TransCanada PipeLines Limited
common share) shall not be reinvested except as provided in Subsection 5.8(c)
and (d).

          (c)  Any amounts received or realized on the disposition of property
and any dividends or other cash distribution in respect to the NOVA Stock Fund,
and after the Splitoff Effective Date, the NOVA Chemicals Stock Fund will be
reinvested in the capital stock of NOVA Chemicals Corporation on and after the
Splitoff Effective Date.

          (d)  Any amounts received or realized on the disposition
of property, and any dividends or other cash distribution in respect of the
TransCanada Stock Fund will be invested in the various investment categories set
forth in Article VI, Section 6.2 allocated in the same proportion as a
Participant directs in Article VI, Section 6.3.


                                        V-6
<Page>

     5.9  VOTING NOVA STOCK. Effective June 1, 1998, each Participant shall be
given the opportunity to instruct the Trustee as to how to vote common shares
(including fractional shares) in the capital stock of NOVA Corporation and,
after the Splitoff Effective Date, the capital stock of each of NOVA Chemicals
Corporation and TransCanada PipeLines Limited proportionate to such
Participant's interest in the NOVA Stock Fund, the NOVA Chemicals Stock Fund and
the TransCanada Stock Fund, as appropriate, relative to the interests of all
other Participants determined on the date immediately preceding the record date
for the meeting of shareholders of NOVA Corporation, NOVA Chemicals Corporation
or TransCanada PipeLines Limited, whichever shall apply. The Trustee shall not
divulge to the Company, NOVA Chemicals Corporation or TransCanada PipeLines
Limited the instructions of any Participant.

          (a)  Each Participant entitled to direct such voting shall be notified
by the Committee (or NOVA Corporation, NOVA Chemicals Corporation or TransCanada
PipeLines Limited, as appropriate, pursuant to each such corporation's normal
communications with shareholders) of each occasion for the exercise of these
voting rights within a reasonable time (but not less than the time period that
may be required by any applicable state or federal law) before these rights are
to be exercised. The notification shall include information distributed by NOVA
Corporation, NOVA Chemicals Corporation or TransCanada PipeLines Limited, as
appropriate, to other shareholders regarding the exercise of such rights.

          (b)  A Participant shall be entitled to direct the voting of
fractional shares. However, the Committee may, to the extent possible, direct
the Trustee to vote the combined fractional shares so as to reflect the
aggregate directions of all Participants giving directions with respect to
fractional shares.

          (c)  If a Participant fails to direct the Trustee, in whole or in
part, as to the exercise of voting rights described in this Section 5.9, such
rights shall be exercised by the Trustee in the same proportion as the number of
common shares in the capital stock of NOVA Corporation, and, after the Splitoff
Effective Date, either NOVA Chemicals Corporation or TransCanada PipeLines
Limited, as applicable, for which the Trustee has received direction in such
matter (E.G., to vote for, against or abstain from voting on a proposal, or to
grant or withhold authority to vote for a director or directors), and the
Trustee shall have no discretion in such matter.


                                        V-7
<Page>

          (d)  Neither the Committee nor the Trustee shall make any
recommendation to any Participant regarding the exercise of the Participant's
voting rights nor shall the Committee or Trustee make any recommendation as to
whether any such rights should or should not be exercised by the Participant.


                                        V-8
<PAGE>

ARTICLE VI.  INVESTMENT

     6.1  DEPOSITS.

          (a)  All Contributions made by the Company in respect of a
Participant shall be deposited with the Trustee:

               (1)  in the case of Stock Purchase Incentive Contributions, in
the Participant's relevant Annual NOVA Equity Account as soon as practicable on
or after the date of investment of Eligible Contributions in shares of NOVA
Locked Stock; and

               (2)  otherwise in the Participant's Account; for investment by
the Trustee as soon as is reasonable (or in the case of Contributions for
Insiders where the Contributions are directed to be invested in the NOVA Stock
Fund, and, after the Splitoff Effective Date, the NOVA Chemicals Stock Fund, as
soon as reasonable, but not sooner than the 15th day after the receipt by the
Trustee of a valid instruction or Notice from the Insider with respect to such
investment). Pending investment in the NOVA Stock Fund, the NOVA Chemicals Stock
Fund or one of the other investment alternatives available under the Plan, the
Trustee shall invest such Contributions in short-term interest bearing
investments. Any shares of the NOVA Stock Fund or the NOVA Chemicals Stock Fund
purchased from Contributions paid in a Plan Year and directed by a Participant
to be invested in the NOVA Stock Fund or the NOVA Chemicals Stock Fund (other
than NOVA Unlocked Stock which shall be deposited in the Participant's Account)
shall be initially deposited and thereafter held in the Participant's Annual
NOVA Equity Account for that Plan Year subject to the provisions of Article V.
All other investments shall be deposited and thereafter held in the
Participant's Account.

          (b)  Interest earned on Contributions held pending investment
instructions shall be allocated no later than the last day of each Plan Year to
the Participants of record on that date pro rata on the basis of each
Participant's share of the Total Value of the Trust Fund on that date.


                                       VI-1
<Page>

     6.2  INVESTMENT FUNDS. Trust Funds shall be invested only in one or more of
the following categories:

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

          (b)  the NOVA Chemicals Stock fund, but only after the Splitoff
Effective date;

          (c)  the TransCanada Stock Fund, but only in connection with and to
the extent of 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 including such investments as may be transferred to
the Trustee on behalf of a Participant from the trustee of another plan
qualified under Code section 401(a), including such plan of an entity that is
associated or affiliated with, or a subsidiary of, the Company, subject to the
following rules:

               (1)  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 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

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

     6.3  INVESTMENT OF A PARTICIPANT'S ACCOUNT. Subject to the provisions of
the Plan, including Section 6.1 above, upon becoming a Participant, each
Participant shall direct the allocation of the funds in his Participant's
Account to the various investment categories set out in Section 6.2 above. Such
allocation shall remain in effect until a Notice from the Participant as to a
change in allocation is received by the Committee in accordance with Section 6.4
below.


                                       VI-2
<Page>

     6.4  CHANGING ALLOCATIONS AND AUTHORIZATIONS. Subject to the limitations
and restrictions contained elsewhere in this Plan, a Participant may by and
after submitting a Notice to the Committee:

          (a)  beginning June 1, 1998, each business day, change the allocation
amongst the investment categories for the Trust Fund within the Participant's
Account to the maximum of the Total Value of the Participant's Account on the
applicable Other Events Effective Date;

          (b)  beginning June 1, 1998, each business day, change the allocation
amongst the investment categories as to any future Contributions thereafter
payable to the Participant's Account;

          (c)  once per month increase or decrease the rate of his Voluntary
Savings Contributions thereafter payable to the Participant's Account; and

          (d)  suspend his Voluntary Savings Contributions thereafter payable to
the Participant's Account for the remainder of the Plan Year.

Such allocations, authorizations and decisions shall remain in effect until
submission of a Notice from the Participant specifying a change in allocation,
authorization and decision is received by the Committee in the manner prescribed
in this Section 6.4 and becomes effective. Beginning June 1, 1998, investment
allocations, authorizations and decisions may be made by telephonic, electronic
or other means acceptable to the Trustee and authorized by the Committee, and
shall remain in effect until changed or revoked in a manner acceptable to the
Trustee and authorized by the Committee. In the event a Participant wishes to
change the allocation amongst the investment categories to no longer invest in
the NOVA Stock Fund or the NOVA Chemicals Stock Fund, and therefore instructs
the Trustee on behalf of the Participant to redeem all of the units of the NOVA
Stock Fund or the NOVA Chemicals Stock Fund held in such Participant's Account
as of the Other Events Effective Date, such instructions shall be deemed to
include an instruction to reallocate earnings attributable to the underlying
assets of such fund received by the Trustee after the applicable Other Events
Effective Date.


                                       VI-3
<Page>

     6.5  VALUATION OF ASSETS. As of each business day and within sixty (60)
days after the removal or resignation of the Trustee, the Trustee shall value
the assets of the Trust Fund on the basis of fair market values. As soon as is
practicable after receipt of the valuations, the Committee shall determine the
Total Value of each Participant's Account or Annual NOVA Equity Account and
TransCanada Account, if any.


                                       VI-4
<Page>

ARTICLE VII.  VESTING

     7.1  ACCOUNT. A Participant's Account shall be vested at all times in the
Participant.

     7.2  NOVA EQUITY ACCOUNT. All Contributions made by the Company on behalf
of a Participant to a Participant's Account or a Participant's Annual NOVA
Equity Account or made by the Participant to the Participant's Account shall
vest in the Participant on the date upon which such Contribution is made.

     7.3  EARNINGS. All interest earnings, dividends, capital gains and capital
losses received or realized by the Trustee, and arising from Contributions by
the Company to a Participant's Account or to a Participant 's Annual NOVA Equity
Account, or by a Participant to the Participant's Account shall vest in the
Participant on the date on which such interest earnings, dividends, capital
gains and capital losses are allocated to a Participant's Account or
Participant's Annual NOVA Equity Account, which allocation shall occur daily.

     7.4  ALLOCATION. For greater certainty, the Trustee shall allocate in
respect of each Plan Year to the Participant's Account (to the extent not
otherwise allocated or paid to the Participant in the Plan Year):

          (a)  all Contributions made by the Company during the Plan Year;

          (b)  all earnings realized by the Plan during the Plan Year; and

          (c)  all capital gains and losses (if any) realized by the Plan during
the Plan Year.

     7.5  DECREASES. Vesting is not a guarantee or assurance that the Total
Value in the Participant's Account or Participant's Annual NOVA Equity Account
will not be decreased.


                                       VII-1
<Page>

ARTICLE VIII.  ASSIGNMENT

     8.1  NO ASSIGNMENT.

          (a)  Except as provided in this Subsection 8.1(a), the interest of any
Participant, beneficiary or alternate payee in the income, benefits, payments,
claims or rights hereunder, or in the Trust Fund shall not in any event be
subject to sale, assignment, hypothecation or transfer. Each Participant,
beneficiary or alternate payee shall be prohibited from anticipating,
encumbering assigning or in any manner alienating his interest under the Trust
Fund, and shall be without power to do so, except as may otherwise be provided
for in this Plan or in the Trust Agreement. Except as provided pursuant to a
Qualified Domestic Relations Order, Section 8.3 herein, or as permitted by
Section 401(a)(13)(c) of the Code, no benefit payable under the provisions of
this Plan shall be subject to a Participant's debts, liabilities or obligations,
now contracted, or which may be subsequently contracted. The interest of any
Participant, beneficiary or alternate payee shall be free from all claims,
liabilities, bankruptcy proceedings or other legal process now or hereafter
incurred or arising, and the interest or any part thereof, shall not be subject
to any judgment rendered against the Participant, beneficiary or alternate
payee.

          (b)  Any action which a person may attempt to take contrary to this
Section VIII shall be void, and the Company, the Committee, the Trustee and all
Participants, their beneficiaries and alternate payees may disregard that action
and shall not be bound in any manner thereby. They, and each of them separately,
shall suffer no liability for any disregard of that action, and shall be
reimbursed on demand out of the Trust Fund for the amount of any loss, cost or
expense incurred as a result of disregarding, or of acting in disregard of, that
action.

          (c)  The preceding provisions of this Article VIII shall be
interpreted and applied by the Committee in accordance with the requirements of
Code section 401(a)(13) as construed and interpreted by authoritative judicial
and administrative rulings and regulations.

     8.2  QUALIFIED DOMESTIC RELATIONS ORDERS. Benefits shall be paid to an
alternate payee (as defined in Code section 414(p)(8)) if such payment is
required pursuant to a QDRO. If the Plan receives a domestic relations order,
the Committee or its delegate shall promptly notify the Participant and any
alternate payee (I.E., spouse, former spouse, child or other dependent of a


                                       VIII-1
<Page>

Participant who is recognized by a domestic relations order as having a right to
receive all, or a portion of, the benefits payable under the Plan with respect
to such Participant) of the receipt of such order and the Plan's procedures for
determining the qualified status of such orders. Within a reasonable period of
time after receipt of such order, the Committee shall determine whether such
order is a QDRO and notify the Participant and each alternate payee of such
determination. In determining the qualified status of a domestic relations order
and in administering distributions under such qualified orders, the Committee
shall follow the following procedures:

          (a)  when the Plan receives a domestic relations order affecting Plan
benefits, the Committee or its delegate shall promptly notify each person
specified in the order as entitled to benefits under the Plan (using the
address(es) included in the domestic relations order) of the Plan procedures as
set forth herein (and as supplemented, if necessary, by Committee procedures);

          (b)  the Plan shall permit an alternate payee to designate a
representative for receipt of copies of notices that shall be sent to the
alternate payee with respect to a domestic relations order;

          (c)  the Committee shall review any domestic relations order to
determine if it satisfies the requirements of a QDRO. In making such
determination, the Committee may seek the advice of legal counsel to the Plan
and may rely upon the legal opinion of such counsel in determining the qualified
status of domestic relations orders and appropriate measures to resist or
implement such orders. The Committee may, but need not, enter an appearance on
behalf of the Plan in the domestic relations lawsuit, if any, and may pursue
such legal remedies as may be desirable for resisting unqualified orders or in
modifying proposed orders;

          (d)  during any period in which the issue of whether a domestic
relations order is a QDRO is being determined by the Committee, by a court of
competent jurisdiction or otherwise, the Committee shall segregate in a separate
account in the Plan or in an escrow account the amounts, if any, which would
have been payable to the alternate payee during such period if the order had
been determined to be a QDRO. If, within 18 months, it is determined that the
order is not a QDRO, or the issue as to whether such order is a QDRO is not
resolved, the Committee Shall pay the segregated amounts (plus any interest
thereon) to the person or persons who would have been entitled to such amounts
if there had been no order. Any determination that


                                       VIII-2
<Page>

an order is a QDRO which is made after the close of the aforementioned
18-month period shall be applied prospectively only, should there be any
undistributed benefits of the Participant to which the order related;

          (e)  following the determination that a domestic relations order is a
QDRO, the benefits due to an alternate payee under such QDRO shall be payable to
such alternative payee in a lump sum as soon as practicable thereafter,
regardless of the Participant's age or continued employment with the Company,
and notwithstanding the limitations set forth in Subsection 9.1(a) of Article IX
of the Plan; and

          (f)  if the Committee or other fiduciary of the Plan acts in
accordance with the foregoing procedures in treating a domestic relations order
as being (or not being) a QDRO or taking action to segregate an account and
ultimately make payment thereof in accordance with Subsection 8.2(d) above, the
Plans' obligations to the Participant and each alternate payee shall be
discharged to the extent of any payment made pursuant to such act.

     8.3  LOANS. The Committee may authorize a loan from the Trust Fund to a
Participant pursuant to rules prescribed by the Committee. These rules shall be
designed to insure that Participant loans satisfy the requirements of Code
sections 4975(d)(1) and 72(p) and any other provision of law that is, or may
become, applicable. The rules shall provide that:

          (a)  loans shall be available to all Participants (and any person
deemed a party-in-interest eligible to receive a loan under applicable
regulations of the Department of Labor or as required by the Code), other than
Participants who have terminated employment with the Company and Participants
receiving Long-Term Disability, on a reasonably equivalent basis and shall not
be made available to Highly Compensated Employees in amounts greater than the
amounts made available to other Employees. For this purpose, the rules
prescribed by the Committee may restrict the amount of the loan to a percentage
of the Participant's Account or use different percentages depending upon the
amount of the loan, provided the percentages are applicable to all Participants.
No loan shall be made to a Participant if the Participant has an outstanding
loan under the Plan. In the event a Participant begins a leave of absence,
without pay, that is one year or less, or any periodic payment is not made in
full because of a temporary reduction in the amount payable to the Participant
for a payroll period, the Committee may waive

                                       VIII-3
<Page>

any payment on a loan during such leave of absence or may waive the full
payment of the loan for such payroll period and reamortize the loan over its
remaining term. This provision may only be utilized if there would be no loss
of income/principal to Plan Accounts other than to the Account of the
borrowing Participant. Further, this provision shall not be construed to
extend the term of the loan beyond the time that is otherwise permitted under
statute or regulation;

          (b)  a loan shall bear a reasonable rate of interest to be fixed by
the Committee taking into consideration the rates currently being charged by
institutional lenders. The Committee shall not discriminate, but loans granted
at different times may bear different rates if, in the opinion of the Committee,
the difference in rates is justified by a change in general economic conditions.
Each loan shall bear interest at an effective annual percentage rate that is not
less than the prime rate currently being charged by the Trustee in its banking
business, provided that such rate does not violate any applicable usury laws;

          (c)  a loan shall be secured by the Participant's Account, provided
that not more than 50% of the value of such account shall be used to secure the
loan. Such loan shall be treated as an investment of such Participant's Account;

          (d)  in the event of default, the Company may offset the amount owed
by the Participant against any amounts owed by the Company to the Participant,
provided that the Participant's Account shall not be used to satisfy the loan
obligation prior to the earlier of the Participant's termination of employment
with the Company or an event resulting in a permissible distribution under the
Plan;

          (e)  the loan documents shall define the term over which the loan
shall be repaid, which shall not exceed five (5) years, and such documents
further shall provide that the loan shall be repayable in substantially level
payments of principal and interest, with payments through monthly payroll
deduction. A loan may be prepaid in whole or in part provided that the
Participant shall be required to continue to make payments according to the
initial schedule with respect to any remaining outstanding balance;


                                       VIII-4
<Page>

          (f)  in connection with the making of any loan to a Participant
pursuant to the provisions of this Section 8.3, the Participant receiving such a
loan may be required to execute such documents as may be required by the
Committee and/or Trustee;

          (g)  the amount of the loan, when added to the outstanding balance of
all other loans from plans maintained by the Company or an Affiliated Company
does not exceed the lesser of:

               (1)  $50,000 (reduced by the highest outstanding balance of loans
made under the Plan during the one-year period ending on the date the loan is
made over the outstanding balance of loans from the Plan on the date the loan is
made); or

               (2)  one-half of the Total Value of the Participant's Account and
the Annual NOVA Equity Accounts and the TransCanada Account, if any, determined
as of a valuation date coincident with or immediately preceding the date on
which the loan is approved, provided that in no event shall the maximum loan
amount exceed the Total Value of the Participant's Account.

          (h)  the decision as to whether or not any loan shall be made to a
Participant under this Section 8.3 shall be made in the sole discretion of the
Committee or its delegate, and the Participant shall have no contractual rights
to obtain a loan hereunder;

          (i)  if a Participant terminates employment with the Company or
remains employed by CR&L after it is no longer an Affiliated Company, and at
such time the Participant has an outstanding loan balance from the Plan, such
loans shall continue in effect and the Participant shall make the required loan
payments in accordance with the loan terms, provided that the loan shall become
immediately due and payable in the event the Participant requests a distribution
of his Participant's Account or in the event of a default in making required
loan payments. On or after June 30, 1997 in the event of a default, foreclosure
on the note evidencing the loan and attachment of the security shall occur when
a distributable event occurs;

          (j)  no loan shall be made to any shareholder-employee or
owner-employee. For purposes of this Subsection 8.3(j), a shareholder-employee
means an employee or officer of


                                       VIII-5
<Page>

an electing small business (Subchapter S) corporation who owns (or is
considered as owning) within the meaning of Code section 318(a)(1)) on any
day during the taxable year of such corporation, more than 5% of the Company;

          (k)  except as permitted by the Committee and consistent with Code
section 414(u)(4), a loan shall be in default if any payment is not received by
the Trustee within ten (10) days of the date such payment is due. The Trustee
shall not be required to declare a loan in default immediately on the passage of
ten (10) days following the date that such payment is otherwise due. The Trustee
shall be entitled to attempt to cure such last payment and to delay the
declaration of default provided that such actions are prudent and would be
consistent with the actions of other similar commercial lenders provided that
such actions do not cause a loss of principal or income to any Participant's
Account other than the Participant's Account for which the loan is not current.
In the event of default, foreclosure on the note and attachment of the security
for the loan shall occur at such time as the Participant's Account is
distributable under the Plan. If a former Employee defaults on a loan from the
Plan, such former Employee shall be deemed to have consented to the immediate
distribution of his Participant's Account, including any balance remaining after
foreclosure on the note and attachment of security. Any loss caused by
nonpayment or other default on a Participant's loan obligation shall be borne
solely by the Participant's Account;

          (l)  the minimum amount of a loan under the Plan shall be one thousand
dollars ($1,000);

          (m)  the source of funds for each Participant's loan shall be those
assets of the Trust Fund in the Participant's Account. The funds withdrawn as
necessary to facilitate the loan to the Participant shall be made on a prorata
basis from all investments in the Participant's Account other than the NOVA
Stock Fund and, after the Splitoff Effective Date, the NOVA Chemicals Stock Fund
and the TransCanada Stock Fund. Any non-restricted NOVA Stock Fund Units and,
after the Splitoff Effective Date, nonrestricted NOVA Chemicals Stock Fund Units
shall be redeemed only if all other assets in the Participant's Accounts are not
sufficient to fund the loan. Such Shares shall be redeemed only if all other
assets in the Participant's Account are not sufficient to fund the loan. A
special Loan Fund shall be created for each Participant for whom a loan is
approved by the


                                       VIII-6
<Page>

Committee. The Loan Fund shall be treated as an earmarked investment of the
Participant's Account. Such Loan Fund shall exist until such time as the loan
has been fully repaid. Those funds representing repayment of interest and
principal shall be invested according to the directions provided by the
Participant for future contributions to the Plan; and

          (n)  effective for Plan Years between January 1, 1994 and January 1,
2000, any Participant who, within the same Plan Year, applies for a loan, pays
that loan off and applies for a subsequent loan within the same Plan Year will
be charged a fee of $50 per each subsequent loan. For Plan Years effective after
January 1, 2001 the Participant will incur all loan origination fees as an
administrative cost of processing the loan.


                                       VIII-7
<Page>

ARTICLE IX.  WITHDRAWALS AND DISTRIBUTIONS

     9.1  WITHDRAWALS.

          (a)  For Plan Years beginning after 1986, except as authorized under a
Prior Plan and subject to the provisions of Appendix A and as authorized under
Subsections 9.1(c) and (d) below, no distributions or withdrawals shall be
permitted earlier than the earliest of the date on which the Participant:

               (1)  attains age 59 1/2,

               (2)  terminates employment with the Company,

               (3)  retires,

               (4)  dies, or

               (5)  becomes disabled within the meaning of Code
section 72(m)(7).

          (b)  Subject to the limitations in Subsection 9.1(a) above, a
Participant may twice per calendar year and at the applicable Other Events
Effective Date, upon submitting a Notice to the Committee, withdraw up to 100%
of the Total Value of the assets in his Participant's Account at such time. In
the event a Participant wishes to withdraw 100% of the Total Value of the assets
in such Participant's Account, which assets include units of the NOVA Stock Fund
to the Splitoff Effective Date and, after the Splitoff effective Date, units of
the NOVA Chemicals Stock Fund and the TransCanada Stock Fund, such instructions
shall be deemed to include an instruction to withdraw the Total Value of any
assets received by the Trustee on behalf of the Participant in respect of any
distribution or dividend attributable to the underlying assets of such fund
after the applicable Other Events Effective Date, and such Total Value shall be
determined as of the date of such distribution or dividend.

          (c)  Notwithstanding Subsection 9.1(a), a Participant may, twice per
calendar year and at the applicable Other Events Effective Dates, upon
submitting a Notice to the Committee, withdraw up to 100% of the Total Value of
the assets in such Participant's Account which are attributable to Voluntary
Savings (Post-Tax) Contributions and Deferred Profit Sharing


                                       IX-1
<Page>

(Post-Tax) Contributions. In order to fund a withdrawal, the Trustee first
shall withdraw funds on a pro rata basis from all investments in the
Participant's Account other than the NOVA Stock Fund, the NOVA Chemicals
Stock Fund and the TransCanada Stock Fund. Units in the nonrestricted NOVA
Stock Fund shall be redeemed to fund a withdrawal made before the Splitoff
Effective Date only if all other assets in the Participant's Account are not
sufficient to fund the withdrawal for withdrawals paid on or before the
Splitoff Effective Date. A Participant shall have the option of receiving all
or a part of his or her interest in the NOVA Stock Fund as cash or in common
shares of the capital stock of NOVA Chemicals Corporation as authorized under
Section 9.2. After the Splitoff Effective Date, a Participant shall have the
option of receiving all or a portion of his or her interest in the
nonrestricted NOVA Chemicals Stock Fund or the TransCanada Stock Fund in cash
or in common shares of the capital stock of NOVA Chemicals Corporation or
TransCanada PipeLines Limited, whichever shall apply, as authorized under
Section 9.2.

          (d)  Notwithstanding Article IX, on or after June 30, 1997, a
Participant employed by CR&L who satisfies the criteria in Paragraphs (1) - (6)
below may, upon submitting a Notice to the Committee, withdraw 100% of the Total
Value of the Participant's Account and all of the Participant's Annual NOVA
Equity Accounts, if any, following the disposition by the Company of its
interest in CR&L, provided that all the following conditions are satisfied.

               (1)  the Participant is employed by CR&L both before and after
the effective date of its disposition, which is contingent upon receipt of
approval pursuant to the Hart-Scott-Rodino Act;

               (2)  CR&L is acquired by an entity unrelated to the Company;

               (3)  after its disposition, the Company continues to maintain the
Plan, and the entity that acquires CR&L does not maintain the Plan;

               (4)  the distribution to the Participant must be made in
connection with the disposition of CR&L, and no later than December 31, 1998;

               (5)  the distribution to the Participant is a lump sum
distribution as described in Treasury Regulation Section 1.401(k) - 1(d)(5); and


                                       IX-2
<Page>

               (6)  the Participant's notice to withdraw is made after the
Hart-Scott-Rodino approval of the disposition of CR&L is received.

     9.2  WITHDRAWAL OF STOCK. All Participants whose Participant's Account
includes any units of the NOVA Stock Fund, the NOVA Chemicals Stock Fund or the
TransCanada Stock Fund shall have the option of withdrawing all or a portion of
such interest in common shares in the capital stock of NOVA Corporation, NOVA
Chemicals Corporation or TransCanada PipeLines Limited, whichever is applicable.
Failing any specification by the Participant to the contrary, a Participant
shall be deemed to have elected to withdraw all such interests in common shares
in the capital stock of NOVA Corporation, NOVA Chemicals Corporation and
TransCanada PipeLines Limited, as applicable.

     9.3  SALE OF STOCK TO FUND LOAN. In order to provide sufficient cash to pay
the amount requested in a Notice submitted pursuant to Subsection 9.1(b) above
specifying a withdrawal of cash, the Trustee may sell a portion or all of the
common shares in the capital stock of NOVA Corporation, NOVA Chemicals
Corporation or TransCanada PipeLines Limited, whichever shall apply, underlying
the Participant's interest in the NOVA Stock Fund, the NOVA Chemicals Stock
Fund, or the TransCanada Stock Fund, as applicable, and/or an investment vehicle
and/or the properties in the Participant's Account as so designated in the
Notice submitted by the Participant.

     9.4  DEATH BEFORE RETIREMENT. If a Participant dies while an Employee of
the Company, his participation in the Plan shall be terminated and, subject to
Section 9.2, at the option of the beneficiary, or if no beneficiary is
specified, at the option of the estate of the Participant:

          (a)  the Total Value of the Participant's Account and all of the
Participant's Annual NOVA Equity Accounts, if any, as at the Death Valuation
Date;

          (b)  if the Participant's Account contained units of the NOVA Stock
Fund, the NOVA Chemicals Stock Fund or the TransCanada Stock Fund, or if the
Participant had one or more Annual NOVA Equity Accounts or TransCanada Equity
Accounts, the common shares in the capital stock of NOVA Corporation, NOVA
Chemicals Corporation, or TransCanada PipeLines Limited, whichever shall apply,
that are equivalent in value to the Participant's proportionate interest in the
NOVA Stock Fund, the NOVA Chemicals Stock Fund or the TransCanada Stock


                                       IX-3
<Page>

Fund held in the Participant's Account and any Participant's Annual NOVA
Equity Accounts or TransCanada Equity Account or a portion thereof (as
specified by the beneficiary or if no beneficiary has been specified, by the
estate of the Participant) and the Total Value of all other assets held in
the Participant's Account, TransCanada Equity Account and Annual Equity
Account, if any, as at the Death Valuation Date, shall be paid and delivered
by the Trustee to the beneficiary or estate of the Participant as previously
designated by the Participant. The Profit Sharing Allocation shall only be
payable with respect to Basic Annual Earnings paid during that portion of the
Plan Year during which the Participant was alive; and

          (c)  notwithstanding Subsections 9.4(a) or (b) above, if a Participant
is married at the time of his death, the designation by the Participant of a
person other than the current spouse as his beneficiary, shall not take effect
(and no Total Value of the Participant's Account and all of the Participant's
Annual NOVA Equity Accounts, if any, as at the Death Valuation Date shall be
paid to such spouse) unless the spouse of the Participant consents in writing to
such designation, and the spouse's consent acknowledges the effect of such
designation and is witnessed by a Plan official or a notary, or it is
established to the satisfaction of the Committee that such consent is not
required because there is no spouse, because the spouse cannot be located, or
because of such other circumstances as the U.S. Secretary of the Treasury may
prescribe by regulations.

     9.5  FORM OF BENEFIT. Subject to Section 9.6 below, when a Participant
retires from employment with the Company in accordance with the terms of any
retirement plan established by the Company, or when a Participant's employment
by the Company is terminated whether involuntarily or otherwise, including
termination in respect of a Departing Employee, his participation in the Plan
shall be terminated and the Total Value of his Participant's Account and all of
the Participant's Annual NOVA Equity Accounts and TransCanada Equity Account, if
any, as at the Termination/Retirement Valuation Date shall be paid and delivered
to the Participant by the Trustee in cash or share certificates as set out in
Section 9.2 upon the Participant submitting a Notice thereof to the Committee.
Such payment or delivery shall occur within such reasonable time after the
retirement or termination as is required by processing. Any Profit Sharing
Allocation to which the Participant may be entitled after the
Termination/Retirement Valuation Date will be paid as soon as is practicable to
such Participant. Such Participant may not be entitled to receive


                                       IX-4
<Page>

any further Stock Purchase Incentive Contributions which otherwise would be
payable on any Deferred Profit Sharing Contributions attributable to such
Profit Sharing Allocation.

     9.6  REQUIRED DISTRIBUTIONS. Notwithstanding Section 9.5 above, if the
Total Value of a Participant's Account, TransCanada Account and Annual NOVA
Equity Accounts, if any, exceeds $5,000 ($3,500 for Plan Years prior to January
1, 1998) at such time as the Participant retires or otherwise terminates
employment with the Company, the Participant may elect to defer distribution of
his Plan benefit until the earlier of the date on which the Participant attains
age 70.5 or the date on which the Participant gives Notice to the Committee that
he wishes to have his Plan benefit distributed. All NOVA Corporation common
shares, NOVA Chemicals Corporation common shares and other property will be
transferred from the Participant's Annual NOVA Equity Accounts, and all
TransCanada PipeLines Limited common shares and other property will be
transferred from the Participant's TransCanada Equity Account, if any, to the
Participant's Account as soon as possible after retirement or termination of
employment. If a Participant elects to defer distribution of his Plan benefit,
the Participant's Account shall be maintained in the Trust Fund until the
earlier of the date on which the Participant attains age 70.5 or the date on
which the Participant gives Notice to the Committee that he wishes to have his
Plan benefit distributed. If a Participant who retires as described in Article
IV, Subsection 4.1(e), Paragraph 3, elects to remain in the Plan, or if a
Participant who is in receipt of benefits under the Long-Term Disability Plan
does not elect to have NOVA Corporation common shares, NOVA Chemicals
Corporation common shares, TransCanada PipeLines Limited common shares and other
property transferred to his Participant's Account as described in Article IV,
Subsection 4.1(e), Paragraph 5, such Participant shall continue to be eligible
to receive Stock Purchase Incentive Contributions based on Contributions
attributable to the Participant's Profit Sharing Allocation.

     9.7  Subject to Section 9.6 above, distribution of the Total Value of the
Participant's Account and all of the Participant's Annual NOVA Equity Accounts,
if any, shall be made in a lump sum no later than sixty (60) days after the
close of the Plan Year which contains the later of:

          (a)  the Participant's Required Beginning Date, and

          (b)  the date as of which the NOVA Chemicals Stock Fund and other
property have been transferred from a Member's Annual NOVA Equity Accounts to
the Participant's Account


                                       IX-5
<Page>

or all units of the TransCanada Stock Fund and other property have been
transferred from the Participant's TransCanada Equity Account to the
Participant's Account.

          Any Contributions allocated to a Participant's Account or
Participant's Annual NOVA Equity Account after the applicable date specified in
this Section 9.7 shall be distributed as soon as practicable following such
allocation.

     9.8  DISTRIBUTIONS REQUIRING CONSENT. Effective on and after January 1,
1998, any distribution to a Participant whose benefit exceeds $5,000 shall
require such Participant's consent if such distribution occurs prior to the
later of his Normal Retirement Age or age 62. With regard to this required
consent:

          (a)  the Participant shall be informed of his right to defer a receipt
of the distribution. If a Participant fails to consent, it shall be deemed an
election to defer the distributions of any benefit. However, any election to
defer the receipt of benefits shall not apply with respect to distributions
which are required under Article IV;

          (b)  notice of the rights specified under this subsection 9.8(b) shall
be provided no less than thirty (30) days and no more than ninety (90) days
before the first day on which all events have occurred which entitled a
Participant to such benefit;

          (c)  written consent of the Participant to the distribution must not
be made before the Participant receives the Notice and must not be made more
than ninety (90) days before the first day on which all events have occurred
which entitled a Participant to such benefit; and

          (d)  no consent shall be valid if a significant detriment is imposed
under the Plan on any Participant who does not consent to the distribution.

     9.9  NOTICE PERIOD. If the distribution is one to which Code sections
401(a)(11) and 417 do not apply, such distribution may commence less than thirty
(30) days after the Notice required under Treasury Regulation Section 1.411(a) -
11(c) is given, provided that:


                                       IX-6
<Page>

          (a)  the Committee informs the Participant that the Participant has a
right to a period of at least thirty (30) days after receiving the Notice to
consider the decision of whether or not to elect a distribution (and, if
applicable, a particular distribution option), and

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

     9.10 DIRECT ROLLOVERS. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this
Paragraph, a distributee may elect, at the time and in the, manner prescribed by
the Committee, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover. For the purposes of this Section 9.10, the following definitions shall
apply:

          (a)  an "Eligible Rollover Distribution" is any distribution of all or
any portion of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include:

               (1)  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 the specified period of ten (10) years or more;

               (2)  any distribution to the extent such distribution is required
                    under Code section 401(a)(9);

               (3)  any hardship distribution described in Code Section
                    401(k)(2)(B)(i)(IV); and

               (4)  the portion of any distribution that is not includible in
                    gross income (determined without regard to the exclusion for
                    net unrealized appreciation with respect to employer
                    securities);


                                       IX-7
<Page>

          (b)  an "Eligible Retirement Plan" is an individual retirement account
described in Code Section 408(a), an individual retirement annuity described in
Code section 408(b), an annuity plan described in Code section 403(b), or a
qualified trust described in Code section 401(a), that accepts the distributee's
eligible rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity;

          (c)  a "Distributee" includes an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse or former spouse who is
the alternate payee under a QDRO, as defined in Code section 414(p), are
distributees with regard to the interest of the spouse or former spouse; and

          (d)  a "Direct Rollover" is a payment by the Plan to the eligible
retirement plan specified by the distributee.

     9.11 LOST PARTICIPANTS. If the Plan Administrator shall be unable to make
payment within a reasonable time after any amount becomes due and payable from
the Plan to a Participant, former Participant or beneficiary, because the
identity or whereabouts of such person cannot be ascertained despite reasonable
efforts to do so, the Plan 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 Plan Administrator within 60 days from
the mailing of such notice, the Plan 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 Participant, former Participant or
beneficiary prior to the 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 9.11 shall
be made by the Company with an additional contribution to the Plan.


                                       IX-8
<PAGE>

ARTICLE X.  THE COMMITTEE

          In order to provide for the orderly administration of the Plan, the
Board shall appoint a committee composed of members of the Board and may include
officers or directors of the Company (herein referred to as the "Committee"),
which shall be structured in the manner and vested with such powers, authorities
and discretions as described below:

     10.1 STRUCTURE.

          (a)  The Committee shall annually elect a member of the Committee to
be chairman.

          (b)  The Committee shall annually appoint a secretary who shall
maintain minutes and records of all proceedings and transactions of the
Committee.

          (c)  The Committee from time to time may fix its quorum for the
transaction of any business at not less than a majority of its members (which
minimum shall be the quorum until so fixed) and no business shall be transacted
by the Committee except by resolution in writing signed by all members of the
Committee or at a meeting of members at which a quorum is present in person or
by means of telephone or other telecommunications device that permits all
persons participating in the meeting to speak to and hear each other.

          (d)  The Committee shall annually appoint a Savings Plan Committee as
a subcommittee, the members of which shall not be limited to Committee members.
This subcommittee shall oversee the administration of the Plan and shall have
the right of subdelegation.

          (e)  Except as limited herein or by the resolution of the Board, the
Committee may regulate the procedures to be followed at its meetings.

     10.2 POWERS, AUTHORITIES AND DISCRETIONS.

          (a)  GENERAL POWERS. The Committee shall be charged with the proper
and orderly operation and administration of the Plan (other than the custody and
management of Plan


                                        X-1
<Page>

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. Subject to the direction of the Board, the
Committee 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:

               (1)  approval for filing and filing of such reports, returns and
submissions as are required by all persons and bodies having competent
jurisdiction over the Plan;

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

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

               (4)  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 Committee as administrator for the Plan;

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

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

               (7)  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;

               (8)  to authorize disbursements from the Trust Fund;


                                        X-2
<Page>

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

               (10) 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 so
filed;

               (11) 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; and

               (12) to recommend changes to the Plan and any document or
agreement written or entered into pursuant to the Plan.

          (c)  RECORDS AND PROCEDURES. The Committee 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 Committee 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 Committee 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.


                                        X-3
<Page>

          (f)  DELEGATION OF POWERS. The Committee may delegate to its appointed
assistants, representatives or agents, including a subcommittee, 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 Committee.

          (h)  ADMINISTRATIVE DISCRETION. It is intended that, in administering
the Plan and interpreting its provisions (including making factual
determinations), the Committee has the broadest possible discretion and the
findings and determinations of the Committee 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
Committee 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.

     10.3 COMMITTEE OVERSIGHT OF THE TRUST FUND.

          (a)  Subject to obtaining the advice and input of the Committee and
subject to specific investment instructions received from Participants in
accordance with the Plan, the Trustee shall have responsibility for the proper
and orderly administration of the Trust Fund in accordance with the Plan,
including all investment decisions affecting the Trust Fund.

          (b)  The Committee shall cause the accounts of the Plan and Trust Fund
to be audited annually by the auditor appointed in that regard by the Board.


                                        X-4
<Page>

          (c)  The Committee shall recommend to the Board the appointment of
auditors and trustees for the Plan and shall be responsible for the approval and
payment of the fees and charges of such auditors and trustees. The Committee may
appoint such other advisors and counsel as are necessary or deemed by the
Committee to be advisable for the proper administration of the Plan. The
Committee and the Board shall be entitled to rely conclusively upon all tables,
evaluations, certifications, opinions and reports which shall be furnished by an
accountant, legal counsel or other such professional person who shall be
employed or engaged for such purposes.

          (d)  The Committee shall annually cause to be prepared a report of the
operation and administration of the Plan up to the end of the fiscal period
covered by the auditor's report as well as the performance of the investments of
the Trust Fund over the same period. The Board will consider and review the
report and if the Board is satisfied with the contents thereof the Board will
accept the report.


                                        X-5
<Page>

ARTICLE XI.  MANAGEMENT OF THE TRUST FUND

     11.1 ESTABLISHMENT OF THE TRUST FUND. To facilitate operation of the Plan,
the Company shall enter into a Trust Agreement establishing a Trust Fund to
provide for the holding and investing of the Contributions to the Plan by the
Company and by Participants, together with the accretions thereto and the income
derived therefrom. No Participant, Participant's estate or other person shall
have any rights in or to any part of the principal or income of the Trust Fund
or any part of the assets thereof, except when and to the extent expressly set
out in the Plan.

     11.2 THIRD-PARTY TRUSTEE. The Trustee shall be in an arm's-length
relationship with the Company and shall be appointed by the Company as Trustee
for and on behalf of the Participants, with such rights, powers and authorities
as are set forth in the Trust Agreement and any amendments or modifications
thereof. The Trustee shall invest the Trust Fund in investments authorized by
the Plan, but only on instructions received from Participants in accordance with
the Plan.

     11.3 EXPENSES. All expenses reasonably incurred in connection with the
administration of the Plan including, but not limited to, legal fees, accounting
fees and consulting fees, shall be paid by the Trust, to the extent not paid by
the Company. Except as noted below, all expenses reasonably incurred in
connection with the Trust Fund including, but not limited to, fees of the
Trustee, expenses incurred by the Trustee in managing and administering the
Trust Fund and the assets thereof, taxes, governmental assessments and similar
charges shall be paid by the Trust, to the extent not paid by the Company. Stock
brokerage charges on the purchase and sale of common shares in the capital stock
of NOVA Corporation, NOVA Chemicals Corporation and TransCanada PipeLine
Limited, and gains and losses arising on the sale of such shares which are not
otherwise required to be paid to or by a Participant under the Plan shall be
paid by the Company. Such latter charges, gains and losses shall be reflected in
the purchase price of any such shares purchased under the Plan.

     11.4 VALUATION OF THE TRUST FUND. The assets of the Trust Fund shall be
valued at least monthly at their fair market value.


                                        XI-1
<Page>

ARTICLE XII.  AMENDMENTS TO THE PLAN

     12.1 AMENDMENT OR TERMINATION. Subject to the provisions of this Article
XII and to any requirements of applicable law including those pertaining to
shareholder approval, the Board reserves the right to amend, suspend or
terminate the Plan at any time. The Company delegates to the Board the right to
amend the Plan at any time and is deemed to consent to any such amendment. No
amendment, however, shall reduce any Participant's accrued benefits hereunder,
revert any principal or income to the Company, divert any part of the Trust Fund
for a purpose other than the exclusive benefit of the Participants and their
beneficiaries or, except as permitted by law, eliminate an optional form of
benefit with respect to benefits already accrued. Notwithstanding the foregoing,
the Board may delegate to the Committee the responsibility for approval of
administrative amendments to the Plan and, if such delegation occurs, the
Committee will, on an annual basis, report such administrative amendments to the
Board. The Committee may sub-delegate this responsibility for approval of
administrative amendments to the Savings Plan Committee.

     12.2 PRESERVATION OF BENEFITS. Notwithstanding the foregoing, no amendment,
suspension or termination of the Plan shall deprive a Participant, a
Participant's estate or a Participant's beneficiary otherwise entitled to the
benefits thereunder, of any benefits that have accrued on or before the date of
amendment, suspension or termination, except as permitted by law.

     12.3 CORRECTING ERRORS. The Committee may correct manifest errors and
typographical or clerical mistakes in the text of the Plan and the proper
officers of the Company may execute all such documents as may be necessary to
correct such errors and mistakes. Any such documents shall be filed with the
Trustee.

     12.4 EFFECT ON TRUSTEE. No amendment, change or modification shall be made
in the Plan which shall, without the Trustee's written consent, alter the trust
duties of the Trustee.

     12.5 MERGER. The Plan and its related Trust Fund shall not merge or
consolidate with in whole or in part, or transfer its assets or liabilities to,
any other plan or trust fund unless each affected Participant would receive a
benefit immediately after the merger, consolidation or transfer


                                        XII-1
<Page>

(if the Plan then terminated) which is equal to or greater than the benefit
the Participant would have been entitled to receive immediately prior to the
merger, consolidation or transfer if the Plan had then terminated.


                                        XII-2
<Page>

ARTICLE XIII.  LIMITATION ON ANNUAL ADDITIONS

     13.1 MAXIMUM ANNUAL ADDITIONS. The Annual Additions of a Participant shall
not exceed the maximum permissible amount specified in Code section 415(c)(1).

     13.2 PARTICIPATION IN OTHER COMPANY PLANS.

          (a)  If a Participant is also a Participant in another defined
contribution plan qualified under Code section 401(a) and maintained by the
Company, the aggregate Annual Additions of the Participant under the Plan and
such other plan(s) shall not exceed the maximum permissible amount specified in
Code section 415(c)(1). The Committee shall prescribe such rules as may be
necessary or appropriate with respect to applying this limit to the respective
plans involved so as to insure that the aggregate limit on Annual Additions is
not exceeded.

          (b)  Effective only for Plan Years beginning before January 1, 2000,
if a Participant is also a participant in a defined benefit plan maintained by
the Company, the sum of the defined contribution plan fraction (as defined in
Code section 415(e)(3)) and the defined benefit plan fraction (as defined in
Code section 415(c)(2)) shall not exceed 1.0. The Participant's benefit under
such defined benefit plan shall be reduced, as necessary to satisfy the
requirement of the preceding sentence.

     13.3 INCORPORATION BY REFERENCE OF CODE SECTION 415. In order to insure
compliance with Code section 415, the Plan hereby incorporates said Code section
by reference as though it were set out as part of this Plan. In applying Section
415 to the Plan, the Plan shall include each grandfather or transition rule
provided by such section or any law amending such section, in order to allow the
largest benefit otherwise payable hereunder, or under other plans maintained by
the Company, to be paid.

     13.4 NO CONTRACTUAL RIGHT TO EXCESS CONTRIBUTIONS. If, in order to comply
with the limitations of this Article XIII, it becomes necessary to reduce a
Participant's account(s), to reduce or reallocate amounts previously allocated
to such accounts or otherwise, such action(s) may be taken by the Committee and
Trustee free of any contractual obligation to the Participant (or beneficiary)
affected based on prior account balances or allocations.


                                        XIII-1
<Page>


ARTICLE XIV.  APPLICATION FOR BENEFITS

     14.1 INFORMATION FROM PARTICIPANT. The Committee may require any person
claiming benefits under the Plan to submit an application therefore, together
with such documents and information as the Committee may require. In the case of
any person suffering from a disability which prevents the claimant from making
personal application for benefits, the Committee may permit, in its discretion,
another person acting on the claimant's behalf to submit the application.

     14.2 CLAIMS.

          (a)  Within ninety (90) days following receipt of an application and
all necessary documents and information, the Committee's authorized delegate
reviewing the claim shall furnish the claimant with written notice of the
decision rendered with respect to the application.

          (b)  In the case of a denial of the claimant's application, the
written notice shall set forth:

               (1)  the specific reasons for the denial, with reference to the
Plan provisions upon which the denial is based;

               (2)  a description of any additional information or material
necessary for perfection of the application (together with an explanation of why
the material or information is necessary); and

               (3)  an explanation of the Plan's claim review procedure.

          (c)  A claimant who wishes to contest the denial of his application
for benefits or to contest the amount of benefits payable to him shall follow
the procedures for an appeal of benefits as set forth in Section 14.3 below, and
shall exhaust such administrative procedures prior to seeking any other form of
relief.

     14.3 APPEALS.

          (a)  A claimant who does not agree with the decision rendered with
respect to his application may appeal the decision to the Committee.


                                        XIV-1
<Page>

               (1)  The appeal shall be made, in writing, within sixty-five (65)
days after the date of notice of the decision with respect to the application.

               (2)  If the application has neither been approved nor denied
within the ninety-day period provided in Section 14.2 above, the appeal shall be
made within sixty-five (65) days after the expiration of the ninety-day period.

          (b)  The claimant may request that his application be given full and
fair review by the Committee. The claimant may review all pertinent documents
and submit issues and comments in writing in connection with the appeal.

          (c)  The decision of the Committee shall be made promptly, and not
later than sixty (60) days after the Committee's receipt of a request for review
unless special circumstances require an extension of time for processing, in
which case a decision shall be rendered as soon as possible, but not later than
120 days after receipt of a request for review.

          (d)  The decision on review shall be in writing and shall include
specific reasons for the decision, written in a manner calculated to be
understood by the claimant. If the Committee does not furnish the claimant its
decision on review within the time specified in Subsection 14.3(c) above, the
claim shall be deemed denied on review.


                                        XIV-2
<Page>

ARTICLE XV.  TOP-HEAVY PROVISIONS

     15.1 EFFECT. If the Plan is or becomes Top-Heavy in any Plan Year, the
provisions of this Article XVI shall supersede any conflicting provisions in the
Plan.

     15.2 TOP-HEAVY PLAN. The Plan shall be Top-Heavy for any Plan Year if any
of the following conditions exist:

          (a)  the Top-Heavy Ratio for the Plan exceeds sixty percent (60%) and
the Plan is not part of any Required Aggregation Group or Permissive Aggregation
Group of plans;

          (b)  the Plan is part of a Required Aggregation Group of plans, but
not part of a Permissive Aggregation Group, and the Top-Heavy Ratio for the
group of plans exceeds 60%; or

          (c)  the Plan is a part of a Required Aggregation Group and part of a
Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60%.

     15.3 TOP-HEAVY DEFINITIONS. For purposes of this Article XIV, the following
terms shall have the following meanings:

          (a)  "Determination Date": With respect to any Plan Year, (1) the
Determination Date shall be the last day of the preceding Plan Year, or (2) in
the case of the first Plan year of the Plan, the last day of such Plan Year;

          (b)  "Determination Period": The Plan Year containing the
Determination Date and the four preceding Plan Years;

          (c)  "Key Employee": Any Employee or former Employee (and the
beneficiaries of such Employees) who, pursuant to the rules of Code section
416(i) and the regulations thereunder, is or was:

               (1)  an officer of the Company having an annual Compensation
greater than 150% of the dollar limitation under Code section 415(c)(1)(A);


                                         XV-1
<Page>

               (2)  one of the ten (10) Employees having annual Compensation
from the Company of more than the dollar limitation under Code section
415(c)(1)(A), and owning (or considered as owning) under Code section 318 the
largest interest in the Company;

               (3)  a Five-Percent Owner of the Company; or

               (4)  a 1% owner of the Company having annual Compensation from
the Company of more than $150,000.

          (d)  "Permissive Aggregation Group": The Required Aggregation Group of
plans plus any other plan or plans of the Company that, when considered as a
group with the Required Aggregation Group, would continue to satisfy the
requirements of Code sections 401(a)(4) and 410, and which are designated by the
Company to constitute a Permissive Aggregation Group;

          (e)  "Required Aggregation Group":

               (1)  each plan of the Company in which a Key Employee is a
Participant or was a Participant at any time during the determination period
(regardless of whether the Plan has terminated); and

               (2)  any other qualified plan of the Company that enables a plan
described in Paragraph (1) to meet the requirements of Code sections 401(a)(4)
or 410.

          (f)  "Top-Heavy Ratio":

               (1)  if the Company maintains one or more defined contribution
plans (including any simplified employee pension) and the Company has not
maintained any defined benefit plan that during the five-year period ending on
the Determination Date has or has had accrued benefits, the Top-Heavy Ratio for
the Plan alone or for the Required Aggregation Group or Permissive Aggregation
Group, as appropriate, is a fraction, the numerator of which is the sum of the
account balances of Key Employees as of the Determination Date (including any
part of any account balance distributed in the five-year period ending on the
Determination Date), and the denominator of which is the sum of all account
balances (including any part of any account balance


                                         XV-2
<Page>

distributed in the five-year period ending on the Determination Date), both
computed in accordance with Code section 416 and regulations thereunder. The
numerator and denominator of the Top-Heavy Ratio shall be adjusted to reflect
any contributions not actually made as of the Determination Date, but which
are to be taken into account on that date under Code section 416 and
regulations thereunder;

               (2)  if the Company maintains one or more defined contribution
plans (including any simplified employee pension) and the Company maintains or
has maintained one or more defined benefit plans that during the five-year
period ending on the Determination Date has or has had any accrued benefits, the
Top-Heavy Ratio for any Required or Permissive Aggregation Group, as
appropriate, is a fraction, the numerator of which is the sum of the account
balances under the aggregated defined contribution plan or plans for all Key
Employees determined in accordance with paragraph (1) above and the present
value of accrued benefits under the aggregated defined benefit plan or plans for
all Key Employees as of the Determination Date, and the denominator of which is
the sum of the account balances under the aggregated defined contribution plan
or plans for all Participants determined in accordance with paragraph (1) above,
and the present value of accrued benefits under the defined benefit plan or
plans for all Participants as of the Determination Date, all determined in
accordance with Code section 416 and the regulations thereunder. The accrued
benefits under a defined benefit plan in both the numerator and denominator of
the Top-Heavy Ratio shall be adjusted for any distribution of an accrued benefit
made in the five-year period ending on the Determination Date. Solely for the
purpose of determining if the Plan, or any other plan included in a Required
Aggregation Group is Top-Heavy (within the meaning of Code section 416(g)), the
accrued benefit of an Employee other than a Key Employee shall be determined
under the method, if any, that uniformly applies for accrual purposes under all
plans maintained by the Company and any Affiliated Company or if there is no
such method, as if such benefit accrued not more rapidly than the slowest
accrual rate permitted under the fractional accrual rate of Code section
411(b)(1)(C);

               (3)  for purposes of paragraphs (1) and (2) above, the value of
account balances and the present value of accrued benefits shall be determined
as of the most recent Valuation Date that falls within or ends with the
twelve-month period ending on the Determination Date, except as provided in Code
section 416 and regulations thereunder for the


                                         XV-3
<Page>

first and second Plan Years of a defined benefit plan. The account balances
and accrued benefits of a Participant who is not a Key Employee but who was a
Key Employee in a prior year or who has not been credited with at least one
Hour of Service with the Company or any Affiliated Company maintaining the
Plan at any time during the five-year period ending on the Determination Date
shall be disregarded. The calculation of the Top-Heavy Ratio, and the extent
to which distributions, rollovers and transfers are taken into account, shall
be made in accordance with Code section 416 and regulations thereunder.
Voluntary deductible contributions shall not be taken into account in
computing the Top-Heavy Ratio. When aggregating plans, the value of account
balances and accrued benefits shall be calculated with reference to the
Determination Dates that fall within the same calendar year; and

               (4)  for purposes of establishing the present value in order to
compute the Top-Heavy Ratio, any benefit shall be discounted only for mortality
and interest based on the interest rate that would be used as of the date of
distribution by the Pension Benefit Guaranty Corporation to determine the
present value of a lump-sum distribution on plan termination.

          (g)  "Valuation Date": The date as of which account balances or
accrued benefits are valued for purposes of calculating the Top-Heavy Ratio.

     15.4 EFFECT ON CODE SECTION 415 LIMITS. In any Plan Year beginning before
January 1, 2000 in which the Plan is Top-Heavy, in applying the limitations of
Code section 415, the denominator of the defined benefit fraction shall be
computed using 100% of the dollar limitation instead of 125%, and the maximum
aggregate amount used with respect to the denominator of the defined
contribution fraction shall be computed by using 100% of the dollar limitation
instead of 125%.

     15.5 TOP-HEAVY MINIMUM CONTRIBUTIONS. If the Plan is Top-Heavy in any Plan
Year, the Contributions for such year for each "participant" (as defined for the
purpose of providing mandatory minimum contributions under applicable
regulations) who is not a Key Employee shall not be less than three percent (3%)
of such participant's Compensation. If, however, the Plan does not enable a
defined benefit plan to meet the requirements of Code sections 401(a)(4) or 410,
the Contributions shall not exceed that percentage of each participant's
Compensation which is equal to the highest percentage of Compensation at which
Contributions are made for the Plan Year for


                                         XV-4
<Page>

any Key Employee under the Plan or if the Plan is part of an aggregated
group, under any defined contribution plan in such group. Contributions
attributable to a salary reduction or similar arrangement made by Employees
other than Key Employees shall not be taken into account under this Section
15.5, while those made by Key Employees shall be taken into account.


                                         XV-5
<Page>

ARTICLE XVI.  MISCELLANEOUS

     16.1 INTERPRETATION OF PLAN. The provisions of the Plan shall be
interpreted in all cases in a manner consistent with the requirements of Code
sections 401(a) and 401(k). The Committee shall have the sole discretion and
authority to interpret the provisions of the Plan.

     16.2 PAYMENT OF BENEFITS. Any benefits payable under the Plan shall be paid
or provided solely from the Trust Fund and neither the Company, any Affiliated
Company, the Committee or the Trustee shall assume any responsibility for the
sufficiency of the assets of the Trust Fund to provide the benefits payable
hereunder.

     16.3 RETURN OF CONTRIBUTIONS. The Plan has been established for the
exclusive benefit of the Participants and their beneficiaries and the Company
shall have no right or title to, nor interest in, the Contributions made to the
Trust Fund, and no part of the Trust Fund shall revert to the Company except as
follows:

          (a)  In the case of a Contribution which is made by a mistake of fact,
that Contribution shall be returned to the Company within one (1) year after
such mistaken Contribution is made.

          (b)  All Contributions to the Trust Fund are hereby conditioned on the
Plan satisfying all requirements of Code section 401(a). If the Plan does not
qualify, at the Company's written election, the Plan may be revoked and all such
Contributions may be returned to the Company within one (1) year after the date
on which the U.S. Internal Revenue Service denies the qualification of the Plan.
Upon such revocation, the Plan and Trust Fund shall be terminated and wound up
as the Company shall direct.

          (c)  All Contributions to the Plan are conditioned on the
deductibility of those Contributions under Code section 404. To the extent a
deduction is disallowed, the Contribution shall be returned at the election of
the Company to the Company within one (1) year after the disallowance.

     16.4 SALE OF STOCK TO A DISQUALIFIED PERSON. Acquisition or sale by the
Plan of common shares in the capital stock of NOVA Chemicals Corporation from or
to a "Disqualified Person," as


                                         XVI-1
<Page>

defined in Code section 4975(e)(2), shall be at a price no less favorable to
the Plan than the price determined under ERISA section 407(e)(1). No
commission shall be charged to the Plan in connection with any such sale or
acquisition.

     16.5 GOOD FAITH. Any action taken in good faith by the Committee in the
exercise of authority conferred upon it by the Plan shall be conclusive and
binding upon the Participants, their beneficiaries and alternate payees.
All discretionary powers conferred upon the Committee shall be absolute.

     16.6 FIDUCIARIES AND LIABILITY.

          (a)  Except as provided in Part 4 of Title I of ERISA, neither the
Company, the Board (or any member thereof) nor the Committee (or any member
thereof) shall be subject to any liability with respect to his duties under the
Plan unless he, she or it acts fraudulently or in bad faith.

          (b)  Neither the Company, the Board (or any member thereof) nor the
Committee (or any member thereof) shall be liable for any breach of fiduciary
responsibility resulting from the act or omission of any other fiduciary or any
person to whom fiduciary responsibilities have been allocated or delegated,
except as provided in Part 4 of Title I of ERISA.

          (c)  Neither the Company, the Board (or any member thereof), the
Committee (or any member thereof), nor the Trustee shall be liable to the extent
relief from liability is provided pursuant to ERISA Section 404(c). The Company,
the Board (or any member thereof), the Committee (or any member thereof) and the
Trustee intend to rely on ERISA Section 404(c) regulations to the maximum extent
possible.

          (d)  The Company does not intend to create additional fiduciary
liability or to characterize actions or responsibilities as fiduciary in nature
beyond that required by ERISA or other applicable law.

     16.7 INDEMNITY.

          (a)  To the extent permitted by law, the Company hereby indemnifies
each member of the Board and the Committee, and any other Employee of the
Company with duties


                                         XVI-2
<Page>

under the Plan, against expenses (including any amount paid in settlement)
reasonably incurred by him in connection with any claims against him by
reason of his conduct in the performance of his duties under the Plan, except
in relation to matters as to which he acted fraudulently or in bad faith in
the performance of such duties. The preceding right of indemnification shall
pass to the estate of such a person.

          (b)  The preceding right of indemnification shall be in addition to
any other right to which the Board or Committee member or other person may be
entitled as a matter of law or otherwise.

     16.8 ACTIONS SUBJECT TO LAW. Notwithstanding any other provision of the
Plan, the Company may refrain from doing anything otherwise required herein
which would or might, in the Company's opinion, be contrary to the law of any
jurisdiction or any official directive or render the Company liable to any
person otherwise than as provided or contemplated herein.

     16.9 PLAN NOT CONTRACT OF EMPLOYMENT. The Plan has been established and is
maintained as a voluntary and unilateral undertaking of the Company, and shall
not give or be deemed to give any Participant a right to continued employment
and shall not interfere with the right of the Company to discharge or discipline
any Participant at any time. Any benefit to which a Participant may be entitled
hereunder shall be deemed for all purposes under the Plan, or otherwise, an
additional benefit of being an Employee, but shall not be construed or
interpreted as forming any part of the salary, Basic Annual Earnings or Basic
Biweekly Earnings of a Participant. The Company expressly disavows the creation
of any rights in Employees, beneficiaries or alternate payees or any obligations
on the part of the Company or Committee, except as expressly provided herein.


                                         XVI-3
<Page>

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


                                         XVI-4
<PAGE>


                                   APPENDIX A

     Rollover Contributions and trustee-to-trustee transfers, and earnings
thereon, which are separately accounted for as described in Article IV, Section
4.5 ("Accrued Benefits") shall be governed by the following additional
provisions:

     A.   With respect to Accrued Benefits under the Savings Plan for Employees
of Novacor Chemicals Inc. ("Novacor Prior Plan"), the following provisions shall
apply:

          1.   the Participant may withdraw all or a portion of the Accrued
Benefit attributable to elective deferrals (within the meaning of Code section
401(m)(4)(B)) made under the Novacor Prior Plan and earnings accrued prior to
1989 provided the requested amount is not less than $300 and the Participant
obtains the consent of the Committee, which shall be given only if the
withdrawal is necessary in light of the immediate and heavy financial need of
the Participant, the amount of the withdrawal does not exceed the Participant's
need and funds are not reasonably available from the resources of the
Participant. The existence of a financial hardship, and the amount necessary to
meet that need, shall be determined according to written procedures applied in a
uniform and nondiscriminatory manner, consistent with Treasury Regulation ss.
1.401(k)-l(d). Except as provided above, no withdrawals or distributions of
elective deferrals shall be made earlier than the earlier of the date the
Participant:

               (a)  attains age 59-1/2;

               (b)  terminates employment with the Company;

               (c)  retires;

               (d)  dies; or

               (e)  incurs a disability.

In addition, distributions may be made on the occurrence of an event described
in Code section 401(k)(2) and regulations thereunder. Such withdrawals may be
made once each calendar quarter.


                                     A-1
<Page>


          2.   the Participant may withdraw all or a portion of the Accrued
Benefit attributable to employer contributions (other than elective deferrals)
and Participant contributions, provided the requested amount is not less than
$300, and provided the amount withdrawn has been held on behalf of the
Participant under the Plan or the Novacor Prior Plan, or both, not less than two
years. No more than one such withdrawal may be made during any calendar quarter.
Such withdrawals shall be made first from assets attributable to employee
after-tax contributions made prior to 1987, and then from the remaining portion
of the Accrued Benefit attributable to employer contributions (other than
elective deferrals) and Participant contributions.

     B.   With respect to Accrued Benefits under the Alberta Gas Chemicals, Inc.
Employees Thrift Plan ("AGCI Prior Plan") the following provisions shall apply:

          1.   The Participant may elect to receive his Accrued Benefits in one
or more of the following forms:

               (a)  a lump-sum payment in cash or property; or

               (b)  payments over a period certain in monthly, quarterly,
semiannual or annual cash installments after first having:

                    (i)  segregated the Accrued Benefit in a federally insured
savings account, certificate of deposit in a bank or savings and loan
association, money market certificate or other liquid short-term security or

                    (ii) purchased a nontransferable annuity contract providing
for such payment.

Any distribution under this paragraph (b) shall be made over a term that does
not exceed the life expectancy of the Participant or the joint life and last
survivor expectancy of the Participant and a designated beneficiary. The amount
to be distributed each year, beginning with distributions for the first
Distribution Calendar Year, shall be determined under Code section 401(a)(9) and
regulations thereunder. If the Participant dies after distribution has begun,
the remainder of the Participant's benefit shall continue to be distributed at
least as rapidly as under the method being used prior to the Participant's
death. The beneficiary may elect a faster rate.


                                     A-2
<Page>


          2.   The death benefit payable upon the Participant's death before his
retirement or other termination of employment shall be paid at the election of
the beneficiary in one of the following forms:

               (a)  a lump-sum payment in cash or in property; or

               (b)  payments in monthly, quarterly, semiannual or annual cash
installments as elected by the beneficiary over a term that does not exceed the
life expectancy of the beneficiary. Prior to distribution, the portion of the
Accrued Benefit to be distributed to a beneficiary in installments shall be
segregated as provided in Section B, Paragraph b. The amount to be distributed
each year beginning with distributions for the first Distribution Calendar Year
shall be determined under Code section 401(a)(9) and regulations thereunder.

          3.   Subject to the timing restriction described below, the Committee
may direct the Trustee to distribute to any Participant or his beneficiary up to
50 percent of the Participant's Accrued Benefits in the case of proven financial
necessity. Withdrawal shall be authorized in the event of the Participant's
financial hardship resulting from accident to or sickness of the Participant or
his dependents, or financial hardship resulting from establishing or preserving
the home in which the Participant resides. Distribution paid under this
Subsection B(3) shall be deemed to be made as of the first day of the Plan Year
and the Participant's segregated account shall be reduced accordingly. No
distribution under this Subsection B(3) shall be made unless the amount
withdrawn has accumulated for at least two years or the Participant has
completed a total of five years of participation in the AGO Prior Plan and the
Plan.

          4.   The Committee may direct the Trustee to distribute to any
Participant all or any part of the Participant's Accrued Benefit attributable to
contributions made by the Participant provided that such Participant's right to
have Voluntary Savings (Post-Tax) Contributions or Deferred Profit Sharing
(Post-Tax) Contributions made under the Plan is suspended for six months
following the date of such withdrawal.

     C.   With respect to Accrued Benefits under the Genesis Polymer 401(k) Plan
("Genesis Prior Plan"), the following provisions shall apply:


                                     A-3
<Page>


          1.   If the Participant dies prior to his Annuity Starting Date, is
survived by a spouse and has not made a Qualified Election within the Election
Period, the Participant's Accrued Benefit shall be used to provide a Qualified
Preretirement Survivor Annuity providing for payments over the life of the
Participant's surviving spouse. If the Participant is alive on his Annuity
Starting Date and does not make a Qualified Election within the Election Period,
the Participant's Accrued Benefit shall be used to provide a Qualified Joint and
Survivor Annuity providing payments over the life of the Participant and a
survivor annuity for the Participant's spouse upon the Participant's death. The
Participant shall designate on a form provided by the Committee the amount of
the survivor annuity expressed as a percentage of the amount payable during the
joint life of the Participant and his spouse. If the Participant fails to make
an election, the percentage shall be 50%.

          2.   If the Participant is unmarried on his Annuity Starting Date (or
has certified that his spouse cannot be located) and does not make a Qualified
Election within the Election Period, the Participant's Accrued Benefit shall be
used to provide an annuity providing payments over the life of the Participant.

          3.   Within the "Applicable Notice Period," as set forth in Code
section 417(a)(7) and defined below in paragraph 5(a), the Committee shall each
provide Participant with a written explanation of the terms and conditions of
the Qualified Preretirement Survivor Annuity and the Qualified Joint and
Survivor Annuity; the Participant's right to make, and the effect of, an
election to waive such annuity; the requirement for spousal consent to the
election to waive such annuity; and the right to make, and the affect of, a
revocation of an election to waive such annuities.

          4.   If the Participant makes a Qualified Election during the Election
Period, the Participant's Accrued Benefit may be distributed in one of the
following optional forms as elected by the Participant, or the Participant's
beneficiary in the event of the Participant's death:

               (a)  a lump sum

               (b)  installment payments over one of the following periods:


                                     A-4
<Page>


                    (i)  the life of the Participant;

                    (ii) the life of the Participant and a designated
beneficiary;

                    (iii) a period certain not extending beyond the life
expectancy of the Participant; or

                    (iv) a period certain not extending beyond the joint and
lost survivor expectancy of the Participant and a designated beneficiary.

The amount to be distributed each year beginning with distributions for the
first Distribution Calendar Year shall be determined under Code section
401(a)(9) and regulations thereunder.

          5.   The following definitions shall apply with respect to this
Section C in addition to the definitions in Section I of the Plan:

               (a)  "Applicable Notice Period" means:

                    (i)  for a Qualified Preretirement Survivor, whichever of
the following periods ends last:

                        (A)  the period beginning on the first day of the Plan
Year in which the Employee attains age thirty-two (32) and ending with the close
of the Plan Year preceding the Plan Year in which the Employee attains age
thirty-five (35); or

                        (B)  not withstanding Section C, subparagraph (i)(A) a
reasonable period ending after the date the Participant terminates employment
with the Company, if the Participant terminates before attaining age thirty-five
(35).

                    (ii) for a Qualified Joint and Survivor Annuity, a
reasonable period which shall not be less than 30 days nor more than 90 days
before the Participant's Annuity Starting Date; and

                    (iii) for purposes of subparagraph (i), a "reasonable
period" shall be the end of the two-year period beginning one year before the
described event occurs and ending one year after that date. For purposes of
subparagraph (ii), a "reasonable period" shall


                                     A-5
<Page>


include the two-year period beginning one year before the Participant
terminates employment with the Company and ending one year after such
termination. If the Participant returns to employment with the Company, the
Applicable Notice Period shall be redetermined.

               (b)  "Election Period" means:

                    (i)  for a Qualified Preretirement Survivor Annuity, the
period which begins on the first day of the Plan Year in which the Participant
attains age thirty-five (35) and ends on the date of the Participant's death. If
a Participant terminates employment with the Company before the first day of
such period, the Election Period shall begin on the date on which the
Participant terminates employment with the Company with respect to benefits
previously accrued. A Participant who will not yet attain age thirty-five (35)
as of the end the current Plan Year may make a special Qualified Election to
waive the Qualified Preretirement Survivor Annuity for the period beginning on
the date of such election and ending on the first day of the Plan Year in which
the Participant will attain age thirty-five (35). Qualified Preretirement
Survivor Annuity coverage shall be reinstated as of the first day of the Plan
Year in which the Participant attains age thirty-five (35). Any waiver after
such date must meet the requirements of a Qualified Election in order to be
valid.

               (c)  "Qualified Joint and Survivor Annuity" means an immediate
annuity for the life of the Participant with a survivor annuity for the life of
the spouse which is not less than 50 percent and not more than 100 percent of
the amount of the annuity that is payable during the joint life of the
Participant and the spouse. The percentage of the survivor annuity shall be 50
percent unless the Participant designates a different percentage.

               (d)  "Qualified Preretirement Survivor Annuity" means an
immediate annuity for the life of the surviving spouse of the Participant that
is purchased with the Participant's Accrued Benefit and under which the payments
are not less than the payments that would have been made to the survivor if, in
the case of a Participant who dies after attaining the earliest retirement age
under the Plan, the Participant had retired with a Qualified Joint and Survivor
Annuity on the day before the Participant's death and in the case of a
Participant who dies on or before the Participant's earliest retirement age
under the Plan, the Participant had terminated employment with the Company at
the earlier of the actual time of termination or death, survived


                                     A-6
<Page>


until the earliest retirement age, retired at that time with a Qualified
Joint and Survivor Annuity and died on the date thereafter.

          6.   A Participant who terminates employment with the Company shall be
entitled to have any policies on his life distributed to him, to the extent of
his vested interest. He shall have the right to purchase any nonvested portion
of such policies by paying to the Trustee an amount equal to the difference
between the cash surrender value of the policies and the vested portion thereof.
Absent such election, the Trustee shall surrender the policies and transfer the
proceeds thereof in the Participant's Account.

          7.   A Participant who has made a valid election under Section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982 may elect a
method of distribution specified in such election.

          8.   The Participant may withdraw all or a portion of the Accrued
Benefit attributable to elective deferrals (within the meaning of Code section
401(m)(4)(B)) made under the Genesis Prior Plan and earnings accrued prior to
1989, provided the Participant obtains the consent of the Committee, which shall
be given for excessive uninsured medical expenses for the Employee or his spouse
or dependent; purchase of the Employee's principal residence (but not regular
mortgage payments); tuition for the next semester (or quarter) of post-secondary
education for the Employee or his spouse or dependent; preventing foreclosure
on, or eviction from, the Employee's principal residence. The Employee shall
furnish written proof of the cost of the immediate and heavy financial need and
certify that no other financial resources are available to satisfy such need.
The existence of a financial hardship, and the amount necessary to meet that
need, shall be determined according to written procedures applied in a uniform
and nondiscriminatory manner, consistent with Treasury Regulation ss.
1.401(k)-(d). Except as provided as above, no withdrawals or distributions of
elective deferrals shall be made earlier than the earlier of the date the
Participant:

               (a)  attains age 59-1/2;

               (b)  terminates employment with the Company;


                                     A-7
<Page>


               (c)  retires;

               (d)  dies; or

               (e)  incurs a disability.

In addition, distributions may be made on the occurrence of an event described
in Code section 401(k)(2) and regulations thereunder.

          9.   At any time, upon filing a written request with the Committee,
the Participant may withdraw all or any portion of an amount that does not
exceed the lesser of the aggregate amount of the Participant's Accrued Benefit
attributable after-tax voluntary contributions to the Genesis Prior Plan or the
current value of such contributions. If the value of the Participant's Accrued
Benefit exceeds $5,000 (disregarding any voluntary deductible contributions),
the Participant's spouse must consent to such a withdrawal. Any earnings and
gains on after-tax voluntary contributions shall not be withdrawn or distributed
until the Participant's death, disability, retirement or termination of
employment.

          10.  The Participant may make a in-service withdrawal of the portion
of his Accrued Benefit attributable to discretionary contributions made by the
Employer and any matching contributions (within the meaning of Code section
401(m)(4)(A), at any time upon filing a written request with the Committee. If
the value of the Participant's Accrued Benefit (disregarding any voluntary
deductible contributions) exceeds $5,000, his spouse must consent to any such
distribution. No distribution shall be made under this Subsection C(10) unless
the amount to be distributed has accumulated for at least two years or the
Participant has completed five years of participation in the Genesis Prior Plan
and the Plan.


                                     A-8
<Page>


                                 AMENDMENT NO. 1
                           TO THE NOVA CHEMICALS INC.
                    EMPLOYEE SAVINGS AND PROFIT SHARING PLAN

     The NOVA Chemicals Inc. Employee Savings and Profit Sharing 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 1.9 is amended to read as follows in its
          entirety:

          1.9  BASIC BIWEEKLY EARNINGS. "Basic Biweekly Earnings" means, at any
               point in time, the rate of Basic Biweekly Earnings received by an
               Employee from the Company up to a maximum of $5,769.23 (or, if
               different, 1/26th of the dollar limit under Code section
               401(a)(17)), as adjusted in accordance with Code section
               401(a)(17)(B); but does not include any other Compensation such
               as, without limiting the generality of the foregoing, shift
               differential, overtime pay, performance bonuses, commissions or
               the value of any benefits.

     2.   The first paragraph of Section 1.17 is amended to read as follows in
          its entirely:

          1.17 CONTRIBUTIONS. "Contributions" means Basic Savings Contributions,
               Deferred Profit Sharing Contributions, Eligible Contributions,
               Ineligible Contributions, Matching Contributions, Retirement
               Matching Contributions (but only through the Plan Year ending
               December 31, 2000), Rollover Contributions, Stock Purchase
               Incentive Contributions, Supplemental Contributions, Voluntary
               Savings Contribution and Catch-up Contributions as defined below.

     3. Section 1.17(j) is amended to read as follows in its entirety:

          (j)  Voluntary Savings (Pre-Tax) Contributions" and "Voluntary Savings
               (Post-Tax) Contributions (collectively, "Voluntary Savings
               Contributions") means the amount of Compensation, as defined in
               Section 1.14(a), that a Participant elects to defer or contribute
               to the Plan in accordance with Article IV, Section 4.2, provided
               that:

               (1)  not more than 100% of the Participant's Basic Biweekly
                    Earnings (or, if applicable, any severance payments received
                    that are not included in such Participant's Basic Biweekly
                    Earnings) are designated as Eligible Contributions or
                    Ineligible Contributions, except that the percentage
                    limitation for Participants who are also Highly Compensated
                    Employees is 10% or, such other percentage established by
                    the Committee provided that such


                                      A-9
<Page>


                    Committee action would not impair the ability of an
                    eligible Highly Compensated Employee to make a Catch-up
                    Contribution.

                    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 Basic
                    Biweekly Earnings (or, if applicable, severance payment)
                    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 sections
                    125 and 132(f) of the Code, contributions to another
                    retirement plan of the Employer, repayment of Plan loans,
                    and any other attachment, garnishment or lien against the
                    Participant's Basic Biweekly Earnings.

               (2)  The aggregate amount of Voluntary Savings (Pre-Tax)
                    Contributions made by Participants, including amounts paid
                    from Basic Biweekly Earnings, Basic Annual Earnings and any
                    severance payments, cannot exceed the annual limit described
                    in Article IV, Subsection 4.3(a). The portion of a
                    Participant's Voluntary Savings Contributions that are
                    attributable to a Participant's severance payments shall not
                    be considered for purposes of the Company's Retirement
                    Matching Contributions or for Eligible Contributions.

               (3)  Except as provided in Subsection 4.2(c), no amount that was
                    designated or treated at the time of deferral or
                    contribution as a Catch-up Contributions shall be treated as
                    a Voluntary Savings Contribution.

     4.   A new Subsection 1.17(k) is added to read as follows in its entirely:

          (k)  "Catch-up Contributions" means the amount of Compensation, as
               defined in Section 1.14(a), that a Participant who will have
               attained age 50 on or before the last day of the calendar year
               elects (or is deemed to elect) to defer or contribute to the Plan
               in lieu of cash Compensation in accordance with Article IV,
               Section 4.2 (c) and which is not reclassified as a Voluntary
               Savings (Pre-Tax) Contribution pursuant to Section 4.2(c).

     5.   Subsection 3.1(a) is amended to read as follows in its entirety:

          (a)  An Employee shall become a Participant with respect to the
               Retirement Matching Contribution, Voluntary Savings Contribution
               and Catch-up Contribution features of the Plan as of the Entry
               Date that immediately


                                     A-10
<Page>


               follows the Employee's Employment Commencement Date or
               Reemployment Commencement Date, as applicable.

     6.   Section 3.2 is amended to read as follows in its entirety:

          3.1  SUSPENSION OF VOLUNTARY, CATCH-UP, BASIC SAVINGS AND MATCHING
               CONTRIBUTIONS. During any period in which a Participant is not
               receiving Basic Biweekly Earnings while remaining an Employee
               (for example, while on leave of absence without pay), such
               Participant shall not be entitled to receive Basic Savings
               Contributions or Matching Contributions or to make (or have made
               on such Participant's behalf) Voluntary Savings Contributions or
               Catch-up Contributions to the Plan, but shall be entitled to
               receive Profit Sharing Allocations and to make (or have made on
               such Participant's behalf) Deferred Profit Sharing Contributions
               to the Plan and to have Stock Purchase Incentive Contributions
               and, for Plan Years prior to January 1, 2001, Retirement Matching
               Contributions made on his behalf thereon. Such Profit Sharing
               Allocations shall be paid with respect to Basic Annual Earnings
               paid to such Participant during the Plan Year. Stock Purchase
               Incentive Contributions and, effective for Plan Years prior to
               January 1, 2001, Retirement Matching Contributions shall be made
               on the Contributions described above to the extent otherwise
               authorized in the Plan.

     7.   The last sentence of Section 3.3 is amended to add the clause, "and
Catch-up Contributions", immediately following the term "Voluntary Savings
Contributions."

     8.   The first sentence of Subsection 4.1(a) is amended by adding the
clause "the Participant's Catch-up Contributions" immediately following the
clause "such Participant's Voluntary Savings (Pre-Tax) Contributions", and a new
sentence is added to the end of Subsection 4.1(a) to read as follows:

          A Participant's Catch-up Contributions, if any, shall not be taken
          into account in determining either a Participant's eligibility to
          receive, or the amount of, any Matching Contribution.

     9.   Section 4.2 is amended to read as follows in its entirety:

          4.2  VOLUNTARY SAVINGS AND CATCH-UP CONTRIBUTIONS.

               The following provisions apply to each Employee who is a
               Participant with respect to the Voluntary Savings Contribution
               and the Catch-up Contribution features of the Plan as provided in
               Article III.


                                     A-11
<Page>


               (a)  Each Participant who is participating in the Plan shall be
                    eligible to make Voluntary Savings Contributions and, if
                    eligible, a Catch-up Contribution to the Plan by biweekly
                    payroll deductions and, effective April 15, 1999, by a
                    deduction from a severance payment with respect to any
                    Voluntary Savings Contributions and if applicable after July
                    1, 2002, any Catch-up Contributions that are attributable to
                    severance pay.

               (b)  Voluntary Savings (Pre-Tax) Contributions shall be treated
                    as Pre-Tax salary reduction contributions by Participants
                    under Code section 401(k) and regulations, thereunder.
                    Voluntary Savings (Post-Tax) Contributions shall be treated
                    as after-tax employee contributions by Participants under
                    Code section 401(m) and regulations thereunder.

               (c)  Effective as soon as administratively practicable after July
                    1, 2002, a Participant who has attained age 50 before the
                    last day of the calendar year may elect (or be deemed to
                    have elected) to make a Catch-Up Contribution by biweekly
                    payroll deduction and contributed to the Catch-up
                    Contributions Account established on his or her behalf 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 sections
                    402(g) and 415(c). The 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. No
                    amount that was designated or treated at the time of
                    deferral or contribution as a Catch-up Contribution, or
                    originally treated as a Voluntary Savings (Pre-Tax)
                    Contribution but subsequently recharacterized as a Catch-up
                    Contribution, shall be treated as a Voluntary Savings
                    (Pre-Tax) Contribution. However, if a Participant's
                    Voluntary Savings (Pre-Tax) Contributions for a Plan Year
                    are less than both the dollar limitation of Code section
                    402(g) and the percentage limitation of Plan section
                    1.17(j), then all or part of the Participant's Catch-up
                    Contribution shall be reclassified as a Voluntary Savings
                    (Pre-Tax) Contribution to the extent of the unused dollar
                    limitation or percentage limitation, whichever limit applies
                    first.

     10.  Subsections 4.3(a) and 4.3(b) have been amended to read as follows in
their entirety:


                                     A-12
<Page>


          (a)  ELECTIVE DEFERRALS. In no event shall the total contributions
               that constitute elective deferrals within the meaning of Code
               section 402(g)(3) made under this Plan, or any other qualified
               plan maintained by the Company during any taxable year exceed, in
               the case of any Participant, the dollar limit contained in Code
               section 402(g)(1) in effect for such taxable year. Effective on
               and after January 1, 2002, the maximum amount of elective
               deferrals contributed on behalf of a Participant shall be limited
               to $11,000 during any calendar year (with $1,000 annual
               increments until the limits reach $15,000 in 2006, and thereafter
               adjusted in accordance with Code section 402(g)(4)). Elective
               deferrals shall include Voluntary Savings (Pre-Tax) Contributions
               and Deferred Profit Sharing (Pre-Tax) Contributions elected to be
               paid into the Plan (as opposed to taken currently as additional
               compensation). Any Deferred Profit Sharing Contributions that may
               not be made as Pre-Tax contributions because of the dollar
               limitation described above shall be made as Deferred Profit
               Sharing (Post-Tax) Contributions.

          (b)  EXCESS DEFERRALS. If, during a calendar year, a Participant
               participates in the Plan and one or more other plans with
               qualified cash or deferred or other arrangements described in
               Code sections 401(k), 408(k)(6) or 403(b), and the Participant's
               elective deferrals under all such plans (including the Plan)
               exceed the Code section 402(g)(1) limit, as adjusted in
               accordance with Code section 402(g)(4), the following rules shall
               apply: if a Participant has Excess Deferrals, notifies the
               Committee no later than March 1 following the close of the year
               to which such excess relates and is eligible to make Catch-up
               Contributions, then all or part of the Excess Deferrals shall be
               recharacterized as Catch-up Contributions to the extent permitted
               under Code section 414(v); and if a Participant has Excess
               Deferrals even after application of the preceding sentence, the
               Committee shall direct that such excess amount, plus any income
               and minus any loss allocable to the excess, shall be distributed
               to the Participant no later than the next following April 15.

     11.  The first sentence of Section 4.3 is amended by adding the phrase "or
reclassified as a Voluntary Savings (Pre-Tax) Contribution pursuant to
Subsection 4.2(c)" to the end thereof.

     12.  The first paragraph of Subsection 4.3(d) is amended to read as follows
in its entirely:

          (d)  RETURN OF EXCESS CONTRIBUTIONS. If the Company designates amounts
               taken into account for purposes of the nondiscrimination tests
               described below (and income thereon) as Excess Contributions,
               such amounts shall be recharacterized as Catch-up Contributions
               pursuant to section 414(v) of the Code with respect to eligible
               Highly Compensated Employees, and to the extent not so
               recharacterized, shall be distributed to the appropriate


                                     A-13
<Page>


               Highly Compensated Employees as soon as administratively feasible
               after the close of the Plan Year in which such Excess
               Contributions arise and, in any event, within twelve (12) months
               after the close of such Plan Year. Excess Contributions shall be
               treated as Annual Additions, whether or not distributed. In
               addition, the following rules shall apply:

     13.  Subsection 4.5(a) is amended to read as follows in its entirety:

          1. The Trustee shall be authorized to accept assets from an Employee
          who is, or will become, a Participant if the assets qualify as a
          rollover contribution within the meaning of Code sections 402(a)(5),
          403(a)(4) or 408(d)(3). If so directed by the Committee, the Trustee
          also shall be authorized to accept assets being held on behalf of a
          Participant or Employee that are transferred directly to the Trustee
          by the trustee of another trust of a plan qualified under Code section
          401(a). Effective on and after July 1, 2002, the Plan may accept
          Participant rollover contributions and/or direct rollovers of
          distributions that would otherwise be includible in the Participant's
          gross income, and excluding after-tax contributions, from the
          following additional types of plans:

          a)   (1) QUALIFIED PLAN DESCRIBED IN CODE SECTION 403(b);

          b)   (2) 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;
               AND

          c)   (3) AN INDIVIDUAL RETIREMENT PLAN DESCRIBED IN CODE SECTION
               408(a).

     14.  Subsection 5.1(e) is amended to read as follows in its entirety:

          (o)  the Participant's Voluntary Savings Contributions and any
               Catch-up Contributions to the Plan.

     15.  Section 6.4 is amended by adding the phrase "and any Catch-up
Contributions" immediately following the words "his Voluntary Savings
Contributions" each time those words appear.


                                     A-14
<Page>


     16.  A new paragraph 9.10(a)(5) is added to read as follows in its
entirety:

              (5)  any hardship distribution made on or after December 31, 2001.

     17.  Subsection 9.10(b) is amended to read as follows in its entirety:

          (b)  an "Eligible Retirement Plan" is an individual retirement account
               within the meaning of Code section 408(a), an individual
               retirement annuity within the meaning of Code section 408(b), an
               annuity plan within the meaning of Code section 403(b), a
               qualified trust described in Code section 401(a), or 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, in each case that
               accepts an eligible rollover distribution and which agrees to
               separately account for the amounts transferred into such plan
               from this Plan. Effective on and after January 1, 2002, the
               definition of "Eligible Retirement Plan" shall also apply in the
               case of a distribution to a surviving Spouse, or to a Spouse or
               former Spouse who is the alternate payee under a qualified
               domestic relations order, as defined in Code section 414(p).

     18.  Section 14.2 is amended by adding a new subparagraph (b)(4) to read as
follows in its entirety:

               (4)  a statement of the claimant's right to bring a civil action
                    under ERISA Section 502(a).

     19. Section 14.3 is amended by deleting the last sentence of subsection(d).

     20. Subsection 15.3(c) is amended effective for Determination Dates on or
after January 1, 2002 to read as follows in its entirety:

          (a)  "Key Employee": Any Employee or former Employee (and the
               beneficiaries of such Employees) who, pursuant to the rules of
               Code section 416(i) and the regulations thereunder, is or was:

               (1)  a Five-Percent Owner of the Company;

               (2)  a 1% owner of the Company having annual Compensation from
                    the Company of more than $150,000. The term "one-percent
                    owner" shall mean any person who would be described in the
                    definition of Five-Percent Owner if "one-percent" were
                    substituted for "five-percent" each place it appears; or

               (3)  an officer of the Company having an annual Compensation
                    greater than $130,000 (as adjusted under Code section
                    416(i)(1).


                                     A-15
<Page>


                    For purpose of Code section 416(i)(1)(A)(i) no more than
                    50 employees (or, if lesser, the greater of three (3) or
                    ten (10) percent of the employees) shall be treated
                    as officers.

     21.  Three new sentences are added to the end of Section 15.5 to read as
follows:

          Effective on and after January 1, 2002, Matching Contributions may be
          taken into account in determining whether the minimum contribution
          requirement described herein has been satisfied under Code section
          416(c)(2). However, Matching Contributions that are used to satisfy
          the minimum contribution requirements shall be treated as Matching
          Contributions for purposes of the Average Contribution Percentage test
          and other requirements of Code section 401(m). The Company may provide
          that the minimum contribution requirement shall be met in another plan
          (including another plan that consists solely of a cash or deferred
          arrangement which meets the requirements of Code section 401(k)(12)
          and matching contributions with respect to which the requirements of
          Code section 401(m)(11) are met.


                                     A-16
<Page>


     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


                                     A-17
<Page>


                                 AMENDMENT NO. 2
                           TO THE NOVA CHEMICALS INC.
                    EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
                               FOR U.S. EMPLOYEES

     The NOVA Chemicals Inc. Employee Savings and Profit Sharing Plan (the
"Plan") is hereby amended, effective January 1, 2002:

     1.   Section 1.17(j) is amended to read as follows in its entirety:

          (j)  Voluntary Savings (Pre-Tax) Contributions" and "Voluntary Savings
               (Post-Tax) Contributions (collectively, "Voluntary Savings
               Contributions") means the amount of Compensation, as defined in
               Section 1.14(a), that a Participant elects to defer or contribute
               to the Plan in accordance with Article IV, Section 4.2, provided
               that:

               (1)  not more than 100% of the Participant's Basic Biweekly
                    Earnings (or, if applicable, any severance payments received
                    that are not included in such Participant's Basic Biweekly
                    Earnings) are designated as Eligible Contributions or
                    Ineligible Contributions, except that the percentage
                    limitation for Participants who are also Highly Compensated
                    Employees is 10% or, such other percentage established by
                    the Committee provided that such Committee action would not
                    impair the ability of an eligible Highly Compensated
                    Employee to make a Catch-up Contribution.

                    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 Basic
                    Biweekly Earnings (or, if applicable, severance payment)
                    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 sections
                    125 and 132(f) of the Code, contributions to another
                    retirement plan of the Employer, repayment of Plan loans,
                    and any other attachment, garnishment or lien against the
                    Participant's Basic Biweekly Earnings.

               (2)  The aggregate amount of Voluntary Savings (Pre-Tax)
                    Contributions made by Participants, including amounts paid
                    from Basic Biweekly Earnings, Basic Annual Earnings and any
                    severance payments, cannot exceed the annual limit described
                    in Article IV, Subsection 4.3(a). The portion of a
                    Participant's


                                     A-18
<Page>


                    Voluntary Savings Contributions that are attributable to a
                    Participant's severance payments shall not be considered
                    for purposes of the Company's Retirement Matching
                    Contributions or for Eligible Contributions.

               (3)  Except as provided in Subsection 4.2(c), no amount that was
                    designated or treated at the time of deferral or
                    contribution as a Catch-up Contributions shall be treated as
                    a Voluntary Savings Contribution.

     IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Amendment No. 2 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


                                     A-19