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                                                                    EXHIBIT 4.1















                    EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
                            FOR CANADIAN EMPLOYEES OF
                                NOVA CORPORATION
















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                                TABLE OF CONTENTS


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<S>                <C>                                                                                           <C>
SECTION I.          DEFINITIONS....................................................................................3


SECTION II.         GENERAL.......................................................................................11


SECTION III.        ELIGIBILITY AND REGISTRATION..................................................................12


SECTION IV.         CONTRIBUTIONS.................................................................................13

   1.   CORPORATION CONTRIBUTIONS.................................................................................13
   2.   VOLUNTARY SAVINGS CONTRIBUTIONS...........................................................................14
   3.   TRANSFER OF CASH INVESTMENT VEHICLE FROM NOVA EPSP........................................................14
   4.   TRANSFER OF NOVA CHEMICALS SHARES FROM NOVA EPSP..........................................................15

SECTION V.          MAINTENANCE OF MEMBER'S ACCOUNT AND


                    ANNUAL NOVA EQUITY ACCOUNTS...................................................................15


SECTION VI.         INVESTMENT PROVISIONS.........................................................................17


SECTION VII.        VESTING.......................................................................................19


SECTION VIII.       ASSIGNMENT....................................................................................20


SECTION IX.         WITHDRAWALS...................................................................................20


SECTION X.          THE COMMITTEE.................................................................................23

   1.   STRUCTURE.................................................................................................24
   2.   POWERS, AUTHORITIES AND DISCRETIONS.......................................................................24

SECTION XI.         MANAGEMENT OF THE TRUST FUND..................................................................25


SECTION X11.        AMENDMENTS TO THE PLAN........................................................................26


SECTION XIII.       LIABILITY.....................................................................................26


SECTION XIV.        MISCELLANEOUS.................................................................................27


SECTION XV.         INTERPRETATION................................................................................28

     TABLE OF DEFINED TERMS.......................................................................................29

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                    EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
                   FOR CANADIAN EMPLOYEES OF NOVA CORPORATION


WHEREAS PRIOR TO THE EFFECTIVE DATE, CERTAIN EMPLOYEES OF THE CORPORATION
PARTICIPATED IN THE EMPLOYEE SAVINGS AND PROFIT SHARING PLAN FOR CANADIAN
EMPLOYEES OF NOVA CORPORATION (THE "NOVA EPSP");

AND WHEREAS THE NOVA EPSP WAS TERMINATED AND THE NOVA COMMON SHARES HELD UNDER
THE NOVA EPSP WERE DEALT WITH AS SET OUT IN THE ARRANGEMENT AGREEMENT.
IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, EACH MEMBER'S NEW NOVA COMMON SHARES
SHALL BE TRANSFERRED FROM THE NOVA EPSP TO THE PLAN AND EACH MEMBER SHALL BE
ISSUED SHARE CERTIFICATES FOR TRANSCANADA NEW COMMON SHARES;

AND WHEREAS THE ASSETS HELD IN THE CASH INVESTMENT VEHICLE OF THE NOVA EPSP WILL
BE TRANSFERRED TO THE PLAN FOLLOWING THE EFFECTIVE DATE AND ALLOCATED TO THE
APPLICABLE MEMBERS' ACCOUNTS;

AND WHEREAS THE PLAN HAS BEEN ESTABLISHED TO PROVIDE BENEFITS ON A BASIS WHICH
IS NOT LESS FAVOURABLE IN THE AGGREGATE, TO THE NOVA EPSP.


SECTION I.     DEFINITIONS

In this plan (including this Section 1), unless there is something in the
context inconsistent therewith, the following definitions shall have the
following meanings respectively:

A.       "ACTUAL NET INCOME" - means, in respect of a Plan Year, the audited
         consolidated net income, after the deduction of the Corporation's
         Contributions (under this Plan and all Reciprocal Plans) and after
         taxes but excluding non-operating variables such as adjustments
         resulting from the disposition of assets or resulting from changes in
         accounting policy, reported in the audited consolidated financial
         statements of NOVA Corporation for the fiscal year ending in or
         concurrently with such Plan Year.

B.       "ANNUAL NOVA EQUITY ACCOUNT" - means, in respect of a single Plan Year,
         the locked-in account of a Member which contains:

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



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

C.       "ARRANGEMENT AGREEMENT" - means the agreement between NOVA Corporation
         and TransCanada PipeLines Limited dated as of January 24, 1998.

D.       "BASIC ANNUAL EARNINGS" - means, in respect of a Plan Year, the
         aggregate basic salary received by an Employee from the Corporation
         during the fiscal year ending in or concurrently with such Plan Year,
         excluding any other compensation such as, without limiting the
         generality of the foregoing, shift differential, overtime pay,
         performance bonuses, commissions, severance pay or the value of any
         benefits. Notwithstanding the foregoing, for purposes of determining
         Profit Sharing Contributions, Basic Annual Earnings shall not include
         salary or other compensation paid to an Employee for periods the
         Employee is on Education leave, Community Support leave or an
         Unrestricted leave of absence under the Corporation's Employment
         Transition & Continuity Guidelines.

E.       "BASIC MONTHLY EARNINGS" - means, at any point in time, the rate of
         basic monthly salary received by an Employee from the Corporation, but
         does not include any other compensation such as, without limiting the
         generality of the foregoing, shift differential, overtime pay,
         performance bonuses, commissions, severance pay or the value of any
         benefits; provided that Basic Monthly Earnings for an Employee
         receiving disability benefits under the Long Term Disability Plan shall
         mean the rate of basic monthly salary being received by the Employee on
         the date he first became disabled with the disability to which such
         disability benefits pertain.

F.       "BOARD OF DIRECTORS" - means the Board of Directors of NOVA Corporation

G.       "CASH INVESTMENT VEHICLE" - means investments made by the Trustee in
         its discretion on behalf of the Plan in a portfolio of liquid Canadian
         money market investments, which investments shall be exempt from the
         registration and prospectus requirements of the applicable securities
         legislation, and includes interest earnings and proceeds received from
         the foregoing securities and held by the Trustee pending further
         reinvestment. Cash Investment Vehicle shall also include the assets
         transferred from the NOVA EPSP to the Plan and allocated to applicable
         Member's Accounts following the Effective Date.

H.       "COMMITTEE" - means the committee appointed by the Corporation,
         pursuant to Section X hereof.

I.       "CONTINUOUS SERVICE" - means the continuous period of time of an
         Employee's service while employed by the Corporation or other entities
         recognized for this purpose by the Committee on a permanent full-time
         basis or a permanent part-time basis and, in respect of a Transferred
         Employee, includes any continuous service recognized under a Reciprocal
         Plan; provided that, where an Employee



                                     page 4
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         has commenced such service on the first regular working day of a month,
         such period of service shall be deemed to have commenced on the first
         day of such month. Continuous Service shall also include, for the
         purpose of eligibility pursuant to Section III, the period of
         continuous employment of a Member with NOVA Corporation immediately
         preceding the Effective Date of the Plan.

J.       "CONTRIBUTIONS" - means Voluntary Savings Contributions, Basic Savings
         Contributions, Profit Sharing Contributions and Share Purchase
         Incentive Contributions which are defined as follows:

         "BASIC SAVINGS CONTRIBUTIONS" - means, in respect of an amount paid by
         the Corporation to a Member's Account, 4% of Basic Monthly Earnings;

         "ELIGIBLE CONTRIBUTIONS" - means that portion of Voluntary Savings
         Contributions (but only up to an aggregate of 4% of Basic Monthly
         Earnings), Basic Savings Contributions and Profit Sharing Contributions
         directed by a Member to be invested in Locked Shares pursuant to
         investment instructions received from the Member in accordance with
         Section VI;

         "INELIGIBLE CONTRIBUTIONS" - means that portion of Voluntary Savings
         Contributions, Basic Savings Contributions and Profit Sharing
         Contributions directed by the Member to be invested in Unlocked Shares
         pursuant to investment instructions received from the Member in
         accordance with Section VI;

         "PROFIT SHARING CONTRIBUTIONS" - means the amount allocated to a Member
         by the Corporation before the deduction of Withholding Amounts in
         respect of a Plan Year, equal to the percentage of Basic Annual
         Earnings of the Member (rounded to the nearest one-tenth of a percent)
         for such immediately preceding Plan Year which percentage the
         compensation committee of the Board of Directors has (contemporaneously
         with the determination of the Net Income Target for such immediately
         preceding Plan Year) established as the rate of Profit Sharing
         Contributions to be paid in the Plan Year for that level of Actual Net
         Income for such immediately preceding Plan Year. 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 Directors shall establish for that Plan Year
         a minimum Actual Net Income (which is below the Net Income Target) at
         and below which Profit Sharing Contributions 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 Contributions shall
         remain at 6% of Basic Annual Earnings. The Net Income Target shall be
         the simple average of such minimum and maximum, thus where Actual Net
         Income equals the Net Income Target, the rate of Profit Sharing
         Contributions 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 Contributions shall be
         the rate, determined on a straight line basis, between 0% and 6% which
         proportionately corresponds to the relative position of Actual Net

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         Income between such minimum and maximum such that Profit Sharing
         Contributions of 3% would have been paid in the event the Actual Net
         Income for such prior Plan Year had equalled the Net Income Target for
         such Plan Year. The compensation committee of the Board of Directors
         may, prior to the payment of the Profit Sharing Contributions,
         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.

         "SHARE PURCHASE INCENTIVE CONTRIBUTIONS" - means an amount paid by the
         Corporation equal to 20% of the Eligible Contributions invested on that
         date but, notwithstanding the foregoing, in the case of Eligible
         Contributions made from Profit Sharing Contributions invested on that
         date, the Share Purchase Incentive means an amount paid by the
         Corporation equal to 20% of such Profit Sharing Contribution; and

         "VOLUNTARY SAVINGS CONTRIBUTIONS" - means amounts paid by a Member to
         the Plan in accordance with Subsection 2 of Section IV.

K.       "CORPORATION" - means NOVA Corporation and includes such associated,
         affiliated, and subsidiary companies (whether organized under the laws
         of Canada, a province thereof or some other jurisdiction) as may be
         designated from time to time by resolution of the Board of Directors, a
         certified copy of which shall be filed with the Trustee.

L.       "DEATH VALUATION DATE" - means the date of the death of a Member.

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

N.       "DRSPP" - means the Dividend Reinvestment and Share Purchase Plan of
         NOVA Chemicals Ltd., as the same may be amended from time to time.

O.       "EFFECTIVE DATE" - means the Effective Date as defined in the
         Arrangement Agreement.

P.       "EMPLOYEE" - means any person employed on a permanent continuous
         full-time basis or on a permanent continuous part-time basis by the
         Corporation or any person approved for benefit payments under the Long
         Term Disability Plan of the Corporation. "Employee" shall exclude any
         individual who is covered under a collective bargaining agreement to
         which the Corporation is a party, unless such agreement provides for
         coverage under the Plan.

Q.       "INSIDER" - means any Member who is required to file statements of
         ownership of NOVA Common Shares under Section 16 of the U.S. Securities
         Exchange Act of

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         1934, as amended from time to time, and the rules and regulations
         promulgated thereunder.

R.       "LOCKED SHARES" - means NOVA Common Shares purchased from Eligible
         Contributions with respect to which Share Purchase Incentive
         Contributions shall be paid and which NOVA Common Shares are held in
         the Member's Annual NOVA Equity Accounts and are locked-in for the
         period described in Section V.

S.       "LONG TERM DISABILITY PLAN" - means that plan established by the
         Corporation to provide for partial salary continuance to a disabled
         Employee.

T.       "MEMBER" - means any Employee who is deemed to have become a member of
         the Plan under Section III hereof and in respect of whom there has not
         been a complete settlement of all rights:

         (a)      provided in Section III and IV under the Plan; and

         (b)      in respect of his Member's Account and Annual NOVA Equity
                  Accounts.

U.       "MEMBER'S ACCOUNT" - means all cash, securities and other assets held
         by the Trustee for the benefit of the Member under the Plan other than
         those in a Member's Annual NOVA Equity Account.

V.       "NET INCOME TARGET" - means, in respect of a Plan Year, the
         consolidated net income target, after the provision for the
         Corporation's Contributions (under this Plan and all Reciprocal Plans)
         and after taxes but excluding non-operating variables such as
         adjustments resulting from the disposition of assets or resulting from
         changes in accounting policy, of NOVA Corporation established by the
         compensation committee of the Board of Directors 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 Contributions after taking into account return on NOVA Common
         Share equity and external variables which may affect the Corporations'
         net income and which is communicated annually in writing to the Members
         and to the Trustee by the Committee as being the "Net Income Target"
         for the Plan Year for the purposes of this Plan.

W.       "NOTICE" - means a written notification submitted to the Corporation
         and to the Trustee, as the case may be, on the forms prescribed by the
         Corporation for each individual transaction and, where applicable,
         approved by the Trustee.

X.       "NEW NOVA COMMON SHARES" - shall mean the new NOVA shares to be issued
         pursuant to the Arrangement Agreement.

Y.       "NOVA COMMON SHARES" - means issued and outstanding common shares in
         the capital stock of NOVA Corporation, or as subsequently consolidated
         or subdivided and any other shares resulting from redemption or change
         of such



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         shares or resulting from amalgamation, consolidation or merger of NOVA
         Corporation.

Z.       "NOVA EPSP" - means the Employee Savings and Profit Sharing Plan for
         Canadian Employees of NOVA Corporation.

AA.      "OTHER EVENTS EFFECTIVE DATE" - means:

         (a)      in the case of any withdrawal of all or a portion of the
                  assets held in a Member's Account as referred to in Subsection
                  1 of Section IX hereof, or

         (b)      in the case of a change of allocation among investment
                  categories within the Member's Account as referred to in
                  Subsections 3 and 4 of Section VI hereof, the date specified
                  in the Member's Notice submitted in respect of any such action
                  if such Notice is received by the Corporation and the Trustee
                  on or before such date; provided that in the event a Member
                  has one or more Annual NOVA Equity Accounts and wishes to
                  withdraw all of the assets held in a Member's Account as
                  referred to in paragraph (a) above, the Other Events Effective
                  Date for the purposes of paying or delivering to the Member
                  the Locked Shares and other property held in such Annual NOVA
                  Equity Account or Accounts and which may ultimately be
                  transferred to the Member's Account in accordance with
                  Subsection 4 of Section V, shall be the later of:

                  (i)      the date specified in the Member's Notice submitted
                           in respect of any such action if such Notice is
                           received by the Corporation and the Trustee on or
                           before such date, or

                  (ii)     the date when all the NOVA Common Shares and other
                           property held in respect of such Annual NOVA Equity
                           Account are required to be transferred to the
                           Member's Account under Subsection 4 of Section V.

AB.      "PLAN" - means the Employee Savings and Profit Sharing Plan for
         Canadian Employees of NOVA Chemicals Ltd. established by NOVA Chemicals
         Ltd. as amended from time to time.

AC.      "PLAN YEAR" - means a calendar year. Notwithstanding the foregoing, the
         first Plan Year shall be the period from the Effective Date to December
         31, 1998.

AD.      "RECIPROCAL PLAN" - means such employee savings or profit sharing plans
         relating to associates, affiliates or subsidiary companies of NOVA
         Corporation as such plans may be designated for the purpose of this
         Plan from time to time by a resolution of the Committee, a copy of
         which shall be provided to the Trustee.


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AE.      "RECORD KEEPER" means a trust company appointed to act as record keeper
         of the Plan for the benefit of the Members.

AF.      "TERMINATION/RETIREMENT VALUATION DATE" - means:

         (a)      in the case of the termination of employment of a Member or
                  retirement of a Member where the Member has elected pursuant
                  to Subsection 6 of Section IX to terminate his participation
                  in the Plan and in each such case of termination of his
                  participation in the Plan as referred to in Subsections 5 and
                  6 of Section IX, the date which is the last day of Continuous
                  Service of such Member, or such earlier date the Member has
                  specified in his Notice submitted in respect of such
                  retirement or termination of employment provided such Notice
                  is submitted to the Corporation and the Trustee on or before
                  such date; or

         (b)      in the case of the retirement of a Member where the Member has
                  elected pursuant to Subsection 6 of Section IX to remain in
                  the Plan, the date on which all the NOVA Common Shares and
                  other property held in respect of all of the Member's Annual
                  Equity Accounts are required to be transferred to the Member's
                  Account under Subsection 4 of Section V.

AG.      "TOTAL VALUE" - means in respect of the Trust Fund, a Member's Account
         or a Member's Annual NOVA Equity Account, as the case may be, the total
         value of the following assets held under the Plan in respect of the
         Trust Fund, such Member's Account or such Member's Annual NOVA Equity
         Account calculated as provided below as of the dates specified in the
         pertinent definitions hereof-

         (a)      the value of NOVA Common Shares, being the closing price on
                  The Toronto Stock Exchange on such specified 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 closing price
                  is available;

         (b)      the value of all securities, other assets and cash (the latter
                  held pending investment in NOVA Common Shares) received by way
                  of dividends or distributions on or in respect of NOVA Common
                  Shares previously purchased and then held by the Trustee, as
                  such value is determined solely by the Trustee;

         (c)      Cash Investment Vehicle based on the dollar amount credited to
                  the Trust Fund or a Member's Account as the case may be;

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

         (e)      Contributions then held by the Trustee pending investment.



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AH.      "TRANSCANADA NEW COMMON SHARES" - shall have the same meaning as in the
         Arrangement Agreement.

AI.      "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.

AJ.      "TRUST AGREEMENT" - means the agreement between the Corporation and the
         Trustee which provides for the establishment of the Trust Fund as may
         be amended from time to time pursuant to the terms thereof.

AK.      "TRUST FUND" - means NOVA Common Shares including all securities, other
         assets and cash (the latter held pending investment in NOVA Common
         Shares) received by way of dividends or distributions on or in respect
         of NOVA Common Shares previously purchased and held, Cash Investment
         Vehicle, Contributions held pending investment and any interest and any
         other investments authorized under paragraph 2(d) of Section VI in each
         case as held by the Trustee for the benefit of the Members.

AL.      "TRUSTEE" - means a trust company appointed to act as custodian of the
         Trust Fund for the benefit of the Members.

AM.      "UNLOCKED SHARES" - means NOVA Common Shares purchased with Ineligible
         Contributions with respect to which no Share Purchase Incentive
         Contribution shall be paid.

AN.      "WITHHOLDING AMOUNTS" - means all amounts required to be withheld or
         deducted from a Contribution made by the Corporation for or on account
         of any present or future taxes, duties, assessments, interest or
         charges imposed or levied by or on behalf of any government,
         governmental authority or agency having the power to tax and required
         by law or the administration thereof to be withheld or deducted.

AO.      "THIS PLAN, HEREIN, HEREOF, HEREUNDER", and similar expressions refer
         to this Plan and not to any particular section or subsection, clause or
         subdivision or other portion hereof and includes any and every
         amendment hereof.


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SECTION II.     GENERAL

1.       The Plan, shall be effective for Plan Years commencing on and after the
         Effective Date.

2.       Should any Member entitled to receive any benefits hereunder be, 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 the judgment of the Trustee, shall then be maintaining
         or having custody of the assets of such Member or shall be legally
         entitled to receive such payment or distribution, and such payment or
         distribution shall constitute a complete discharge of all liability
         with respect to any such benefit.

3.       The Committee may from time to time prescribe such forms or other
         notices or communications for use by the Committee, the Trustee, the
         Corporation, the Members and by Employees as the Committee may deem
         appropriate and may specify the information to be included in such
         forms, Notices or other communications to be given and the time within
         which such forms, Notices or communications shall be given. The
         Committee may waive any such requirement on such terms and conditions,
         if any, as the Committee may deem appropriate.

4.       In the case of any withdrawal of all or a portion of a Member's Account
         or a Member's 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 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.

5.       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.

6.       In the case of a withdrawal involving a fraction of a NOVA Common
         Share, nothing in this Plan shall require the Corporation or the
         Trustee to sell, purchase or deliver any fraction of a NOVA Common
         Share provided that the person entitled to the delivery of a fractional
         share receives a cash payment therefore in proportion to the value of
         the NOVA Common Share being the closing price on The Toronto 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 a closing price is available. The Trustee will take up and
         purchase for its own account at the price specified in this Subsection
         any fraction of a NOVA Common Share requested to be delivered to a
         Member or otherwise required to be sold where a purchaser therefor
         cannot be found.
7.       Notwithstanding any other provision of the Plan, the Trustee may not
         acquire or be required to acquire for the purpose of the Plan or any
         Reciprocal Plan any NOVA



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         Common Shares which will result in the Trust Fund and the trust funds
         of such Reciprocal Plans, holding, in the aggregate, more than 10% of
         the outstanding number of NOVA Common Shares.


SECTION III.     ELIGIBILITY AND REGISTRATION

1.       Any Employee who was a member of the NOVA EPSP immediately prior to the
         Effective Date shall be deemed to be a participating Member of the Plan
         on the Effective Date. Any person becoming an Employee on or after the
         Effective Date, other than a Transferred Employee, who has completed at
         least one (1) complete year of Continuous Service shall be deemed to
         have become a participating Member of the Plan on the first day of the
         month following the completion of such one year of Continuous Service.
         On becoming a Member, an Employee, other than an Employee who was a
         member of the NOVA EPSP immediately prior to the Effective Date, shall
         submit a Notice. Any Transferred Employee who has completed at least
         one (1) year of Continuous Service shall submit a Notice and be deemed
         to have become a Member of the Plan on the first regular working day of
         the month following the later of the completion of such one year of
         Continuous Service or the month in which such Transferred Employee
         became an Employee.

2.       During any period in which a Member is not receiving a regular salary
         while remaining an Employee (for example, while on leave of absence
         without pay), the Member shall not be entitled to receive Basic Savings
         Contributions or to make Voluntary Savings Contributions to the Plan
         but shall be entitled to receive Profit Sharing Contributions and any
         Share Purchase Incentive Contributions thereon in respect of Basic
         Annual Earnings paid to such Member during the Plan Year.
         Notwithstanding the foregoing, for purposes of determining Profit
         Sharing Contributions, Basic Annual Earnings shall not include salary
         or other compensation paid to an Employee for periods the Employee is
         on Education leave, Community Support leave or an Unrestricted leave of
         absence under the Corporation's Employment Transition & Continuity
         Guidelines.

3.       Any Member who is in receipt of benefits under the Long Term Disability
         Plan shall continue to be entitled to all rights of a participating
         Member under the Plan including the right to receive Contributions
         which are made by the Corporation and to make Voluntary Savings
         Contributions, provided that Profit Sharing Contributions and Share
         Purchase Incentive Contributions thereon shall only be payable in
         respect of Basic Annual Earnings paid during that portion of the Plan
         Year during which the Member was not receiving disability benefits.


                                    page 12
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SECTION IV.     CONTRIBUTIONS

1.       CORPORATION CONTRIBUTIONS

         (a)      Subject to the terms of the Plan and the provisions of this
                  Subsection 1, each Member who is participating in the Plan
                  shall be eligible for Contributions to the Plan from the
                  Corporation out of the Corporation's current or prior profits
                  as follows:

                  (i)      the Corporation shall pay to the Member's Account
                           each month by semi-monthly installments an amount
                           equal to Basic Savings Contributions;

                  (ii)     as soon as practicable on or after March 1 of the
                           year following a Plan Year, the Corporation shall
                           promptly pay to the Member's Account an amount equal
                           to Profit Sharing Contributions for such Plan Year,
                           provided that the Corporation shall be entitled to
                           pay such Profit Sharing Contributions before March 1
                           of the year following a Plan Year if the Corporation
                           resolves to make such payments as of an earlier date;
                           and

                  (iii)    on investment of Eligible Contributions in Locked
                           Shares, the Corporation shall pay simultaneously to
                           such Member's Annual NOVA Equity Account established
                           for the Plan Year in which such Eligible Contribution
                           is made, the Share Purchase Incentive Contributions.

         (b)      Any Member, or in the case of Subparagraph (v) below, the
                  estate of any Member:

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

                  (ii)     who retires during a Plan Year and has elected under
                           Paragraph 6(a) of Section IX to terminate his
                           participation in the Plan;

                  (iii)    who retires during a Plan Year and has elected under
                           Paragraph 6(b) of Section IX to continue
                           participating in the Plan notwithstanding such
                           retirement;

                  (iv)     who is in receipt of benefits under the Long Term
                           Disability Plan and who, in a Plan Year, exercises
                           his right under Subsection 5 of Section V to transfer
                           NOVA Common Shares or other property held in his
                           Annual NOVA Equity Accounts to his Member's Account;
                           or

                  (v)      who has died during a Plan Year;



                                    page 13
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                  shall be entitled to any Profit Sharing Contributions paid in
                  respect of such Plan Year without any right to Share Purchase
                  Incentive Contributions which would otherwise be payable
                  thereon (except in the cases set out in paragraphs (iii) and
                  (iv) above where the Members referred to therein shall
                  continue to be entitled to Share Purchase Incentive
                  Contributions) notwithstanding such withdrawal or that the
                  Member's termination, death, or retirement occurs prior to the
                  date such Profit Sharing Contributions and Share Purchase
                  Incentive Contributions are paid by the Corporation.

         (c)      The Corporation will be entitled to deduct all Withholding
                  Amounts from the salary of a Member or, if the Member does not
                  have sufficient salary from which to deduct Withholding
                  Amounts, such Withholding Amounts shall be deducted from
                  Contributions to the Plan. Any Withholding Amounts withheld or
                  deducted by the Corporation from a Contribution by the
                  Corporation shall, for the purposes of the Plan, be deemed to
                  have been paid to the Member's Account or Member's Annual NOVA
                  Equity Accounts, as the case may be provided that no Share
                  Purchase Incentive Contributions shall be payable with respect
                  to any such Withholding Amounts. Notwithstanding the
                  foregoing, in the case of Withholding Amounts deducted from a
                  Member's Profit Sharing Contributions by the Corporation,
                  Share Purchase Incentive Contributions will be payable with
                  respect to such Withholding Amounts.

2.       VOLUNTARY SAVINGS CONTRIBUTIONS

         (a)      Each Member who is participating in the Plan shall be eligible
                  to contribute Voluntary Savings Contributions to the Plan each
                  month, up to an aggregate of 10% of Basic Monthly Earnings, by
                  semi-monthly payroll deductions which Voluntary Savings
                  Contributions shall pertain to the Plan Year in which such
                  Voluntary Savings Contributions are made.

         (b)      Notwithstanding paragraph 2(a), a Transferred Employee may, as
                  soon as practicable after becoming a Member, elect to
                  contribute a one time Voluntary Savings Contribution to the
                  Plan equaling all or any portion of the cash received from any
                  Reciprocal Plan by virtue of the Transferred Employee's
                  termination of participation in such Reciprocal Plan.

  3.     TRANSFER OF CASH INVESTMENT VEHICLE FROM NOVA EPSP

         Immediately following the Effective Date, assets held in cash
         investment vehicle in the NOVA EPSP attributable to Members of the
         Plan, shall be transferred from the NOVA EPSP to the Trust Fund and
         allocated to applicable Members' Accounts.

  4.     TRANSFER OF NEW NOVA COMMON SHARES FROM NOVA EPSP



                                    page 14
<Page>

         Immediately following the Effective Date, all new NOVA Common Shares in
         the NOVA EPSP attributable to Members of the Plan shall be transferred
         from the NOVA EPSP to the Trust Fund and allocated to applicable
         Members' Accounts. For greater certainty, such contribution shall not
         constitute a Voluntary Savings Contribution of the Member.


SECTION V.     MAINTENANCE OF MEMBER'S ACCOUNT AND
               ANNUAL NOVA EQUITY ACCOUNTS

1.       A Member's Account will be maintained for each Member which will
         record:

         (a)      the Corporation's Basic Savings Contributions and Profit
                  Sharing Contributions to the Plan on behalf of the Member and
                  any Withholding Amounts withheld therefrom;

         (b)      the portion of any Basic Savings Contributions and Profit
                  Sharing Contributions to the Plan which have been designated
                  by the Member as Eligible Contributions and the number of
                  Locked Shares purchased with such Eligible Contributions which
                  have been transferred to and held in one of the Member's
                  Annual NOVA Equity Accounts;

         (c)      the portion of Basic Savings Contributions and Profit Sharing
                  Contributions to the Plan which have been designated by the
                  Member as Ineligible Contributions and the number of issued
                  and outstanding Unlocked Shares purchased from such Ineligible
                  Contributions and held in the Member's Account;

         (d)      the Member's Voluntary Savings Contributions to the Plan;

         (e)      the portion of the Member's Voluntary Savings Contributions to
                  the Plan which have be designated by the Member as Eligible
                  Contributions and the number of Locked Shares purchased from
                  such Eligible Contributions which have been transferred to and
                  held in one of the Member's Annual NOVA Equity Accounts;

         (f)      the portion of the Member's Voluntary Savings Contributions to
                  the Plan which have been designated by the Member as
                  Ineligible Contributions and the number of issued and
                  outstanding Unlocked Shares purchased from such Ineligible
                  Contributions and held in the Member's Account;

         (g)      the number of NOVA Common Shares purchased or acquired on
                  behalf of the Member from amounts paid to such Member's
                  Account by way of dividends or distributions on or in respect
                  of NOVA Common Shares held for the Member in such Member's
                  Account or such Member's Annual NOVA Equity Account;



                                    page 15
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         (h)      property received by a Member by way of dividends or
                  distributions on or in respect of NOVA Common Shares held for
                  a Member in such Member's Account or such Member's Annual NOVA
                  Equity Account;

         (i)      the portion of the Cash Investment Vehicle credited to and
                  held in the Member's Account; and

         (j)      interest earnings, dividends, capital gains and capital losses
                  as they accrue from time to time on assets held for the Member
                  in the Member's Account;

2.       A separate Member's Annual NOVA Equity Account will be established and
         maintained for each Member for each Plan Year which will record:

         (a)      Share Purchase Incentive Contributions paid to such Annual
                  NOVA Equity Account by the Corporation on behalf of the
                  Member;

         (b)      the number of Locked Shares purchased or acquired on behalf of
                  the Member from Eligible Contributions paid in such Plan Year.

3.       No NOVA Common Shares or other property held in a Member's Annual NOVA
         Equity Account for a single Plan Year may be withdrawn from the Plan or
         be transferred to the Member's Account except in the manner and in the
         circumstances provided in Subsection 6 of Section IX and in Subsections
         4, 5 and 7 of this Section V. Subject to such restriction on withdrawal
         and transfer, all voting and other rights associated with beneficial
         ownership of Locked Shares and other property held in a Member's Annual
         NOVA Equity Account shall be exercisable by the Member.

4.       All NOVA Common Shares and other property held in a Member's Annual
         NOVA Equity Account for a single Plan Year shall be promptly
         transferred to the Member's Account on January 2 or the next business
         day of the second year following the end of the Plan Year for which
         such Member's Annual NOVA Equity Account was established.

5.       A Member who is in receipt of benefits under the Long Term Disability
         Plan may once, during a period of disability, upon submitting a Notice,
         cause to be transferred to his Member's Account all of the NOVA Common
         Shares or other property held in all of the Member's Annual NOVA Equity
         Accounts and thereafter to be no longer subject to the requirements of
         Subsection 3, 4, and 7 of this Section V.

6.       In the event, that there is a takeover bid or issuer bid (each as
         defined in the applicable Canadian or United States securities laws)
         for any outstanding NOVA Common Shares or an offer or proposal to
         engage in any transaction whereby such person could acquire control of
         or a significant interest in the Corporation, in



                                    page 16
<Page>

         which holders of NOVA Common Shares are entitled or encouraged to
         participate, a Member may participate in any such transaction on
         compliance with such procedures as the Trustee may prescribe from time
         to time.

7.       When a Member elects to direct the investment of Contributions and
         amounts earned in respect thereof under the Plan in NOVA Common Shares
         in accordance with Section VI and as a result thereof, a Member's
         Annual NOVA Equity Account is established, a Member shall, by executing
         the Notice containing such direction, be deemed to agree to and be
         bound by the restrictions contained in Subsections 3, 4 and 5 above.

8.       A Member who directs any Contributions or other assets held under the
         Plan for the Member to be invested in any NOVA Common Shares shall be
         deemed to consent to the Trustee's participation in the DRSPP in
         respect of all such NOVA Common Shares so acquired for the Member. The
         Trustee shall, with respect to all NOVA Common Shares held in the Trust
         Fund, participate in the DRSPP. Any dividends or other cash
         distributions on NOVA Common Shares shall, pursuant to the DRSPP, be
         reinvested in NOVA Common Shares.

9.       Subject to Section IX, all voting and other rights associated with
         beneficial ownership of NOVA Common Shares held in a Member's Account
         shall be exercisable by the Member.


SECTION VI.     INVESTMENT PROVISIONS

1.       (a)      All  Contributions  (less any Withholding  Amounts) made by
                  the Corporation in respect of a Member shall be deposited
                  with the Trustee:

                  (i)      in the case of Share Purchase Incentive
                           Contributions, in the Member's relevant Annual NOVA
                           Equity Account as soon as practicable on or after the
                           date of investment of Eligible Contributions in
                           Locked Shares; and

                  (ii)     otherwise in the Member's Account; for investment by
                           the Trustee as soon as reasonable. Pending
                           investment, the Trustee shall pay interest on such
                           Contributions. Any Locked Shares shall be initially
                           deposited and thereafter held in the Member's Annual
                           NOVA Equity Account for that Plan Year subject to the
                           provisions of Section V. All other investments
                           purchased for a Member shall be deposited and
                           thereafter held in the Member's Account.

         (b)      Interest paid by the Trustee on Contributions in a Plan Year
                  held pending investment will be allocated not later than the
                  last day of each Plan Year to the Members of record on that
                  date pro rata on the basis of each Member's share of the Total
                  Value of the Trust Fund on that date.


                                    page 17
<Page>

         (c)      Notwithstanding the foregoing provisions of this Subsection 1,
                  and subject to Subsection 4 of Section VI, in respect of any
                  Basic Savings Contributions or Profit Sharing Contributions
                  received by the Trustee on behalf of the Member:

                  (i)      a Member may authorize the Trustee; or

                  (ii)     in the event a Member has not provided investment
                           instructions to the Trustee or the Member fails to
                           properly complete a Notice required herein; the
                           Trustee shall be deemed to be authorized;

                  and the Trustee shall cause any Basic Savings Contributions
                  and Profit Sharing Contributions in respect of a Plan Year or,
                  if expressly authorized by the Member, any portion thereof, to
                  be paid directly to the Member without further notice or
                  request therefor, which Contributions and payments shall, for
                  all purposes of this Plan, be deemed to have been paid in
                  accordance with the terms of this Plan.

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

         (a)      Locked Shares;

         (b)      Unlocked Shares;

         (c)      Cash Investment Vehicle; and

         (d)      other investments as may from time to time be specified by the
                  Committee.

3.       Subject to the provisions of the Plan including Subsection 1 above,
         upon becoming a Member, each Member shall direct the allocation of the
         funds in his Member's Account to the various investment categories set
         out in Subsection 2 above. Notwithstanding the foregoing, as of the
         Effective Date the allocation of funds of a Member who immediately
         preceding the Effective Date was a member of the NOVA EPSP, shall be
         the allocation in effect under the NOVA EPSP on the Freeze Date (as
         defined in the NOVA EPSP). Such allocation shall remain in effect until
         a Notice from the Member as to a change in allocation is received by
         the Record Keeper and the Trustee in accordance with Subsection 4
         below.

4.       Subject to the limits contained elsewhere in the Plan, a Member may by
         and after submitting a Notice to the Record Keeper and the Trustee:

         (a)      twice per Plan Year change the proportion of Trust Funds
                  within the Member's Account invested in the various authorized
                  investment categories to the maximum of the Total Value held
                  in the Member's Account on the applicable Other Events
                  Effective Date;



                                    page 18
<Page>

         (b)      twice per Plan Year change the allocation amongst the
                  investment categories as to any future Contributions
                  thereafter payable to the Member's Account;

         (c)      authorize the Trustee under Subsection 1 of Section VI twice
                  per Plan Year to pay directly to the Member a different
                  portion of the Corporation's Contributions (other than Share
                  Purchase Incentive Contributions) thereafter payable to the
                  Member's Account;

         (d)      twice per Plan Year change the Member's Voluntary Savings
                  Contributions thereafter payable to the Member's Account; and

         (e)      suspend, for the remainder of the Plan Year, the Member's
                  Voluntary Savings Contributions.

Such allocation, authorization or direction shall remain in effect until a
Notice from the Member specifying a change in allocation, authorization or
direction is received by the Record Keeper and the Trustee in the manner
prescribed in this Subsection 4 and becomes effective. In the event a Member
wishes to change the allocation amongst the investment categories to no longer
invest in NOVA Common Shares and therefore instructs the Trustee on behalf of
the Member to sell all of the NOVA Common Shares held in such Member's Account
as of the Other Events Effective Date, such instructions shall be deemed to
include an instruction to reallocate distributions or dividends on such NOVA
Common Shares received by the Trustee in respect of the Member after the
applicable Other Events Effective Date, the value of such distributions or
dividends to be determined as of the date of such distribution or dividend.


SECTION VII.     VESTING

1.       All Contributions made by the Corporation on behalf of a Member to a
         Member's Account or a Member's Annual NOVA Equity Account or made by
         the Member to the Member's Account shall vest in the Member on the date
         upon which such Contribution is made to the Trust Fund.

2.       (a)      Subject to Paragraph 1(b) of Section VI and Paragraph 2(b) of
                  this Section VII, all interest earnings, dividends, capital
                  gains and capital losses received or realized by the Trustee
                  and arising from Contributions by the Corporation to a
                  Member's Account or by a Member to the Member's Account shall
                  vest in the Member on the date on which such interest
                  earnings, dividends, capital gains and capital losses were so
                  received or realized by the Trustee.

         (b)      All interest earnings, capital gains and capital losses
                  received or realized by the Trustee and arising from the Cash
                  Investment Vehicle shall be



                                    page 19
<Page>

                  allocated by the Trustee and credited to the respective
                  Member's Accounts not less frequently than monthly and shall
                  thereupon be vested in the respective Members to the extent of
                  the respective amounts so credited. Until so allocated and
                  credited, such interest earnings, capital gains and capital
                  losses shall accrue generally to the benefit of all those
                  Members who have a beneficial interest in the Cash Investment
                  Vehicle.

3.       The Trustee shall allocate in respect of each Plan Year to the
         respective Members' Accounts (to the extent not otherwise allocated or
         paid to the Member in the Plan Year):

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

         (b)      all profits 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;

         which shall thereupon be vested in the respective Members.

4.       Vesting of any Contributions or rights under the Plan is not a
         guarantee that the Total Value of a Member's Account or Annual NOVA
         Equity Accounts will not decrease.


SECTION VIII.     ASSIGNMENT

1.       All monies payable to, or NOVA Common Shares transferable to, a Member
         or a beneficiary or any other person pursuant to the provisions of the
         Plan are for the provision of benefits to such Member, beneficiary or
         other person, are not capable of assignment or alienation and do not
         confer upon any Member, beneficiary or any other person, any right or
         interest in the monies or NOVA Common Shares which is capable of being
         assigned or otherwise alienated. Monies and NOVA Common Shares payable
         or transferable under the Plan shall not be assigned, attached,
         alienated, sold, transferred, pledged, anticipated or given as
         security, and to the extent permitted by law, shall not be subject to
         attachment, execution or seizure. Any transaction purporting to assign,
         attach, alienate, sell, transfer, pledge, encumber, charge, anticipate
         or give as security any monies or NOVA Common Shares payable or
         transferable under the Plan shall be void and of no force or effect.


SECTION IX.     WITHDRAWALS

1.       A Member may twice per calendar year as at the applicable Other Events
         Effective Date, upon submitting a Notice to the Record Keeper and the
         Trustee,



                                    page 20
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         withdraw, in accordance with Subsections 2 and 3 of this Section IX, up
         to one hundred (100%) percent of the Total Value of the assets in such
         Member's Account at such time. In the event a Member wishes to withdraw
         100% of the Total Value of the assets in such Member's Account, which
         assets include NOVA Common Shares, 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 Member in respect of any
         distribution or dividend on such NOVA Common Shares after the
         applicable Other Events Effective Date, such Total Value shall be
         determined as of the date of such distribution or dividend.

2.       For all Members whose Member's Account includes NOVA Common Shares, the
         Member has the option of withdrawing such NOVA Common Shares or a
         portion thereof in certificate or book-entry form and, failing any
         instructions to the contrary, the Member shall be deemed to have
         elected to withdraw all such NOVA Common Shares in certificate form.

3.       In order to provide sufficient cash to pay the amount requested in a
         Notice specifying a withdrawal of cash, it may be necessary for the
         Trustee to sell a portion or all of the NOVA Common Shares and/or Cash
         Investment Vehicle and/or properties in the Member's Account as so
         designated in the Notice submitted by the Member.

4.       In the event of the death of a Member while in the Continuous Service
         of the Corporation, his participation in the Plan shall be terminated,
         and subject to Subsection 2 of Section IX, at the option of the
         beneficiary or if no beneficiary has been specified, at the option of
         the estate of the Member:

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

         (b)      if the Member's Account contained NOVA Common Shares or if the
                  Member had one or more Annual NOVA Equity Accounts, the NOVA
                  Common Shares in the number held in the Member's Account and
                  any Member's Annual NOVA Equity Accounts or a portion thereof
                  (as specified by the beneficiary or if no beneficiary has been
                  specified, by the estate of the Member) and the Total Value of
                  all other assets held in the Member's Account and such
                  Member's Annual NOVA 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 Member as previously designated by the Member provided that
         Profit Sharing Contributions shall only be payable in respect of Basic
         Annual Earnings paid during that portion of the Plan Year during which
         the Member was alive.

5.       Except in the case of a Departing Employee or the retirement of a
         Member, when a Member's employment by the Corporation is terminated,
         whether involuntary or



                                    page 21
<Page>

         otherwise, his participation in the Plan shall be terminated and the
         Total Value of his Member's account and of all of the Member's Annual
         NOVA Equity Accounts, if any, as at the Termination/Retirement
         Valuation Date shall be paid and delivered to the Member by the Trustee
         in cash or share certificates as determined in accordance with
         Subsection 2 of this Section IX;

6.       When a Member retires from employment with the Corporation, whether
         pursuant to the terms of any retirement plan established by the
         Corporation or otherwise the Member shall elect to either:

         (a)      terminate the Member's participation in the Plan, in which
                  case the Total Value of his Member's Account and of all of the
                  Member's Annual NOVA Equity Accounts at the Member's
                  Termination/Retirement Valuation Date shall be paid and
                  delivered to the Member by the Trustee in cash or share
                  certificates as determined in accordance with Subsection 2 of
                  this Section IX; or

         (b)      remain in the Plan until the date on which all of the NOVA
                  Common Shares and other property held in respect of the
                  Member's Annual NOVA Equity Accounts are required to be
                  transferred to his Member's Account pursuant to the provisions
                  of the Plan and the Total Value of the Member's Account at
                  such Member's Termination/Retirement Valuation Date shall be
                  paid and delivered to the Member by the Trustee in cash or
                  share certificates as determined in accordance with Subsection
                  2 of this Section IX.

         Notwithstanding the foregoing, if a Member has elected under paragraph
         (b) above to continue to participate in the Plan, such Member may
         change his election and terminate his participation in the Plan as
         provided in paragraph (a) above at any time up to the first payment of
         Profit Sharing Contributions subsequent to the Members original
         election under this Subsection 6 of Section IX.

         Where a Member has elected under paragraph (a) above to terminate his
         participation in the Plan, any subsequent Profit Sharing Contributions
         to which such Member may be entitled will be promptly paid to such
         Member by the Trustee on the Corporation's payment thereof and such
         Member shall not be eligible to receive any Share Purchase Incentive
         Contributions thereon.

         Where a Member has elected to remain in the Plan under paragraph (b)
         above such Member shall be entitled to the rights and privileges
         associated with membership in the Plan including the right to direct
         that all or any portion of future Profit Sharing Contributions
         respecting his Basic Annual Earnings prior to retirement be allocated
         as Eligible Contributions and such Member shall receive Share Purchase
         Incentive Contributions thereon provided that such Member shall not be
         entitled to Basic Savings Contributions or to make Voluntary Savings
         Contributions.



                                    page 22
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7.       In respect of a Departing Employee, within 30 days after the date of
         departure, the Member shall elect whether his participation in the Plan
         shall:

         a)       be terminated and the Total Value of his Member's Account and
                  all of his Member's Annual NOVA Equity Accounts, if any, as at
                  the Departure Valuation Date shall be paid and delivered to
                  the Member by the Trustee in cash or share certificates in
                  accordance with Subsection 2 of this Section IX, such payment
                  or delivery to occur within such reasonable time after the
                  Departure, Retirement or Termination as is required for
                  determination of processing:

         or:

         b)       elect to suspend participation in the Plan.

         If the Departing Employee does not elect within 30 days, the Departing
         Employee will be deemed to have elected to have terminated his
         participation in the Plan. At any time after an election has been made
         to suspend participation in the Plan, the Departing Employee has the
         right to withdraw Unlocked shares in accordance with the terms of the
         Plan.


SECTION X.     THE COMMITTEE

         In order to provide for the orderly administration of the Plan, the
         Board of Directors will appoint a committee composed of members of the
         Board of Directors and officers of the Corporation (herein referred to
         as the "Committee") to be structured in the manner and vested with such
         powers, authorities and discretions as described below:



                                    page 23
<Page>


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 may appoint a Savings Plan Committee as a
                  sub-committee to oversee the administration of the Plan. the
                  members of which shall not be limited to Committee members.
                  This sub-committee shall have the right of sub-delegation.

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

2.       POWERS, AUTHORITIES AND DISCRETIONS

         (a)      Subject to the direction of the Board of Directors, the
                  Committee shall be responsible for the proper and orderly
                  administration of the Plan, including but not limited to the
                  following:

                  (i)      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, and

                  (ii)     Determination of all questions of interpretation and
                           application of the Plan and any document or agreement
                           written or entered into pursuant to the Plan; and

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

         (b)      Subject to obtaining the advice and input of the Committee and
                  subject to specific investment instructions received from
                  Members in accordance with the Plan, the Trustee shall have
                  responsibility for the proper and orderly



                                    page 24
<Page>

                  administration of the Trust Fund in accordance with the Plan
                  including all investment decisions affecting the Trust Fund.

         (c)      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 of Directors which auditors may be the
                  same as the Corporation's auditors.

         (d)      The Committee shall recommend to the Board of Directors 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 of
                  Directors shall be entitled to rely conclusively upon all
                  tables, valuations, 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.

         (e)      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 of Directors will consider and review
                  the report and if the Board of Directors is satisfied with the
                  contents thereof the Board of Directors will accept the
                  report.


SECTION XI.     MANAGEMENT OF THE TRUST FUND

1.       To facilitate operation of the Plan, the Corporation 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 Record Keeper and
         by Members, together with the accretions thereto and the income derived
         therefrom. No Member, Member'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.

2.       The Trustee shall be in an arms length relationship with the
         Corporation and the Record Keeper and shall be appointed by the
         Corporation as trustee for and on behalf of the Members, 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 on instructions
         received from Members in accordance with the Plan.

3.       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



                                    page 25
<Page>

         be paid by the Corporation. Except as noted below in this Subsection 3
         of Section XI, 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 Corporation. Stock brokerage charges on
         the purchase and sale of NOVA Common Shares and gains and losses
         arising on the sale of NOVA Common Shares as a result of changes in the
         price of NOVA Common Shares between the Other Events Effective Dates
         chosen by Members and the actual dates of disposition of the NOVA
         Common Shares directed to be sold by such Members shall be reflected in
         the purchase price of any NOVA Common Shares purchased under the Plan.


SECTION X11.     AMENDMENTS TO THE PLAN

1.       Subject to the provisions of this Section XII, and to any requirements
         of applicable law including those pertaining to shareholder approval,
         the Board of Directors reserves the right to amend or terminate the
         Plan at any time. Notwithstanding the foregoing, the Board of Directors
         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 of Directors. The Committee may sub-delegate
         this responsibility for approval of administrative amendments to the
         Savings Plan Committee.

2.       Notwithstanding the foregoing, no amendment or termination of the Plan
         shall deprive a Member, a Member's estate, or a Member's beneficiary
         otherwise entitled to the benefits thereunder, of any benefits that
         have accrued before the date of such amendment or termination.

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

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


SECTION XIII.     LIABILITY

1.       The Corporation, the Record Keeper and the Trustee shall not be liable
         to a Member for any losses incurred by such Member resulting from any
         delays or other irregularities in respect of the administration of the
         Plan whether such losses resulted from the negligence of the
         Corporation, the Record Keeper or the Trustee or otherwise.


                                    page 26
<Page>

SECTION XIV.     MISCELLANEOUS

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

2.       The Plan has been established for the exclusive benefit of the Members
         and their beneficiaries and the Corporation 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 Corporation except
         that, in the case of a Contribution which is made by a mistake of fact,
         such mistaken Contribution shall be returned to the Corporation within
         (1) one year after such mistaken Contribution is made, provided that,
         such mistaken Contribution has not been allocated to a Member within
         such one (1) year period.

3.       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 Members, their beneficiaries and alternate payees.

4.       Neither the Corporation, the Board of Directors (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.

5.       The Corporation does not intend to create additional fiduciary
         liability or to characterize actions or responsibilities as fiduciary
         in nature beyond that required by law.

6.       To the extent permitted by law, the Corporation hereby indemnifies each
         member of the Board of Directors and the Committee, and any other
         Employee of the Corporation with duties under the Plan, against
         expenses (including any amount paid in settlement) reasonably incurred
         by him or her in connection with any claims against him or her by
         reason of his or her conduct in the performance of his or her duties
         under the Plan, except in relation to matters as to which he or she
         acted fraudulently or in bad faith in the performance of such duties.
         The preceding right of indemnification shall be in addition to any
         other right to which the Board of Directors or Committee members or any
         other person may be



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<Page>

         entitled as a matter of law or otherwise and shall pass to the estate
         of such a person.

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


SECTION XV.     INTERPRETATION

1.       The Plan shall be governed, construed and administered in accordance
         with the laws of the Province of Alberta, Canada.

2.       In this 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 means a
         calendar month and to a year means a calendar year.

3.       The invalidity or unenforceability of any provision of this plan shall
         not affect the validity or enforceability of any other provision and
         any invalid or unenforceable provision shall be severed from this Plan.






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<Page>




                             TABLE OF DEFINED TERMS


<Table>
<S>                                                                          <C>
Contributions..................................................................2
Corporation....................................................................2
</Table>



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