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                                                                   EXHIBIT 10.N2

                       BREWSTER TRANSPORT COMPANY LIMITED

                           SUPPLEMENTARY BENEFIT PLAN

EFFECTIVE JUNE 1, 1996

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1.    INTRODUCTION

Brewster Transport Company Limited ("Brewster") has established the Brewster
Transport Company Limited Supplementary Benefit Plan ("Supplementary Plan") with
effect from June 1, 1996 to provide certain benefits on retirement which are in
addition to the pension entitlements under the pension plans which Brewster
sponsors.

This Supplementary Plan replaces any benefits provided by a similar plan prior
to June 1, 1996.

Benefit entitlements of a Member are determined in accordance with the terms of
the Supplementary Plan in effect on the Termination Date of the Member unless
the terms of the Supplementary Plan specifically provide otherwise.

The Board of Directors of Brewster may, at its discretion, direct that coverage
under the Supplementary Plan be extended to a designated employee in
consideration of his long and valuable service with, and as an inducement for
such an employee to remain in the employ of, Brewster and its Associated
Companies.

Benefits payable under the Supplemental Plan shall at all times be paid out of
the current funds of Brewster and the obligation shall not be secured in any way
by the assets of Brewster. No fund shall be established to provide for the
payment of benefits under the Supplementary Plan. Brewster may create book
reserves or take such other steps as it deems appropriate to provide for its
expected liabilities under the Supplementary Plan but no trust shall be created
other than one which will not cause the Supplementary Plan to be deemed to be
funded under the Income Tax Act or under any applicable pension benefits
legislation.

Any rights of a Member or any person claiming by or through the Member shall be
those of a general creditor of Brewster only.

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2.    DEFINITIONS

      In this Agreement the following terms shall have the meanings set out:

      a)    "Average Final Earnings" means the highest of (i), (ii), or (iii):

            (i)   The monthly average earnings of the last five years of
                  employment computed by dividing the total Earnings of such
                  period by the number of months in which the Employee actually
                  worked one-half or more of said months;

            (ii)  The monthly average earnings of the five calendar years in
                  which the Earnings were highest, computed by dividing the
                  total Earnings of such years by the number of months in which
                  the Employee actually worked one-half or more of said months;

            (iii) In the case of an Employee retiring at age 65, the average
                  monthly earnings for the calendar year in which the Employee
                  reached age 63, computed by dividing the total earnings for
                  that year by the number of months in which the Employee
                  actually worked one-half or more of said months.

      b)    "Company" means Brewster Transport Company Limited, its
            predecessors, successors and assignees; related or subsidiary
            company may be designated as Associated Companies by the Board of
            Directors of the Company and shall for purposes of the Supplementary
            Plan be deemed to be the Company.

      c)    "Credited Service" means the Employee's period of full time
            continuous service with the Company calculated in years and
            completed months until the Termination Date of the Employee
            including service while a Disabled Member but excluding any service
            during a leave of absence occasioned by termination.

      d)    "Early Retirement Date" means the first day of the month next
            following the date on which the Member files with the Company notice
            of intention to retire, provided that on such date the Member has
            attained age 50.

      e)    "Earnings" means the compensation paid an Employee excluding
            commissions, profit sharing, bonuses, expense allowances, drawing
            accounts, or stock options, except that in the case of certain
            Members as specified by the Board of Directors of the Company,
            Earnings shall include 50% of the average of the Member's highest
            five years of Company's Management Incentive Plan and Performance
            Unit Plan or similar short and long term cash incentive plans or
            arrangements providing for performance bonus payments, whether paid
            out or deferred; any deferrals included in Earnings shall be used
            only once in calculating such Earnings.

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      f)    "Employee" means a person employed by the Company on a regular,
            full-time basis.

      g)    "Fiscal Year" means the calendar year.

      h)    "Member" means an Employee of the Company who shall have been
            designated by the Board of Directors of the Company as eligible to
            participate in the Supplementary Plan. Except as may otherwise be
            provided herein, each Member shall remain a Member until the
            Termination Date or, if later, the date all entitlements under the
            Supplementary Plan have been discharged in full.

      i)    "Normal Retirement Date" means the first day of the month coincident
            with or next following the month the Member has attained age 65.

      j)    "Spouse" of a Member means the same definition as stated under the
            Retirement Plan for Management Employees of Brewster Transport
            Company Limited.

      k)    "Supplementary Plan" means Brewster Transport Company Limited
            Supplementary Benefit Plan as herein set out and as it may be
            amended from time to time.

      l)    "Surviving Spouse Pension" with regard to a Member means that
            pension benefit to which a Member's Spouse may be entitled upon the
            death of the Member.

      m)    "Termination Date" means the day on which the Member's service with
            the Company shall terminate whether due to death, retirement,
            discharge or interruption of the period of continuous service for
            any other reason except permanent and total disability.

      n)    "Vested Member" means a Member who has become fully vested in the
            benefits provided by any other pension plan of the Company which is
            registered with Revenue Canada.

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3.    SUPPLEMENTARY PLAN BENEFIT

      3.01  Supplementary Plan Benefit. Upon reaching the Termination Date a
            Vested Member shall be entitled to receive monthly an amount of
            Supplementary Plan Benefit commencing on Normal Retirement Date and
            continuing during the lifetime of the Member.

            The Vested Member may elect to commence the Supplementary Plan
            Benefit prior to Normal Retirement Date on an Early Retirement Date
            in which case the Supplementary Plan Benefit shall be reduced by 5%
            per year for each complete year by which the Early Retirement Date
            precedes the first day of the month coincident with or next
            following the Members 60th birthday. The election to commence the
            Supplementary Plan Benefit prior to normal retirement age shall be
            made in writing to the Company in such form and manner as the
            Company shall prescribe; provided, however, that said election must
            be received by the Company at least 30 days prior to the Early
            Retirement Date prescribed therein by the Member.

            Notwithstanding any provision of this Supplementary Plan to the
            contrary, the payment of the full or reduced amount of Supplementary
            Plan Benefit shall only commence and be payable as herein provided
            if the Vested Member is alive on the Normal Retirement Date or, if
            applicable, the Early Retirement Date.

      3.02  Amount of Supplementary Plan Benefit. The annual amount of the
            Supplementary Plan Benefit to which a Member may become entitled
            shall be an amount equal to 2% of Average Final Earnings for each
            year of Credited Service but not more than 50% of Average Final
            Earnings, with such amount being reduced by benefits which may
            become payable under any other plans maintained by the Company to
            the extent required in order that there be no duplication of
            benefits in respect of any portion of a Member's Credited Service
            hereunder.

      3.03  Postponed Retirement. Subject to the consent of the Company, a
            Member may elect to remain in the employ of the Company beyond
            Normal Retirement Date, but in no event may commencement of the
            Supplementary Plan Benefit be postponed beyond the first of the
            month preceding the attainment of age 69. The first day of the month
            coincident with or next following the date on which the Member
            retires shall be a Postponed Retirement Date and the amount of
            Supplementary Plan Benefit the Vested Member shall be entitled to
            upon retirement shall be equal to the Supplementary Plan Benefit
            calculated at the Postponed Retirement Date pursuant to Section 3.02
            hereof.

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      3.04  Normal Form of Benefit. Following the death of a Member who reached
            the Termination Date after attaining the full age of 50 a benefit
            from this Supplementary Plan shall be paid to the Spouse of the
            Member equal to the amount required to increase the benefits payable
            to the Spouse under any other plans maintained by the Company to 60%
            of the amount payable during the Member's lifetime. Such benefit
            shall be paid for the lifetime of the Spouse. If the Vested Member
            reached the Termination Date prior to attaining the full age of 50,
            no death benefit shall be payable unless the Member made an election
            under Section 3.05 hereof. No other death benefit is granted
            hereunder.

      3.05  Options. The Member may, while still in the service of the Company,
            elect by filing with the Company a written request for one of the
            following optional forms of Supplementary Plan Benefit, provided
            that the same optional form has been elected under all pension plans
            of the Company:

            (i)   a reduced amount of Supplementary Plan Benefit which is
                  actuarially equivalent in value to the amount otherwise
                  payable to the Member under this Supplementary Plan payable
                  with the provision that such reduced amount shall be continued
                  after the Member's death during the further lifetime of the
                  Spouse; or

            (ii)  an amount of Supplementary Plan Benefit which is actuarially
                  equivalent to the amount otherwise payable to the Member under
                  this Supplementary Plan with the provision that the Benefit
                  shall be continued for the lifetime of the Member but in the
                  event of death prior to 5, 10 or 15 years after retirement as
                  specified by the Member, the same amount shall be payable for
                  the remainder of the specified period to a beneficiary
                  designated by the Member.

      3.06  Beneficiary. A Member shall have the right to designate a
            beneficiary for the purpose of this Article 3 by completing and
            delivering a written statement of designation to the Company. A
            Member shall have the right to change, revoke, or amend any such
            designation by completing and delivering to the Company another such
            written statement of designation prior to death and no such change,
            revocation, or amendment shall require written consent of such
            beneficiary theretofore designated by the Member, subject always to
            the laws governing the designation of beneficiaries, from time to
            time in force, which may apply to the Member.

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      3.07  Surviving Spouse Pension. If a Member dies while an active Employee
            or while a Disabled Member and prior to the commencement of the
            Supplementary Plan Benefit and is survived by a Spouse, the Spouse
            shall receive a Surviving Spouse Pension.

            A Surviving Spouse Pension is a pension commencing on the first day
            of the month coincident with or next following the date of the
            Member's death and payable monthly thereafter during the further
            lifetime of the Member's Spouse. The benefit payable from the
            Supplementary Plan is the amount required to increase the benefit
            payable to the Spouse from any other plans maintained by the Company
            to 50% of the amount of the total benefits accrued to the Member's
            credit up to the Termination Date calculated in accordance with
            Section 3.02. If the Member dies after the attainment of the full
            age of 50, the percentage of the amount of the Supplementary Plan
            Benefit accrued to the Member's credit payable to the Spouse shall
            be 60%.

      3.08  Death Before Retirement. In the event that the Employee shall die
            before the commencement of the Supplementary Plan Benefit and there
            is no one entitled to a Surviving Spouse Pension pursuant to Section
            3.07 hereof, no death benefit shall be payable hereunder.

      3.09  Disposition of Death Benefits on Failure to Designate Beneficiary.
            In the event that any Member shall fail to designate a beneficiary
            to receive death benefits on or after retirement or, having
            designated a beneficiary, shall have revoked such designation,
            without having named another beneficiary or in the event a
            designation shall fail by reason of the prior death of the
            designated beneficiary (or where the Member and the designated
            beneficiary die at the same time or in circumstances rendering it
            uncertain as to which of them survived the other), said death
            benefits of such Member shall be payable on the death of the Member
            to the Member's estate.

      3.10  Disposition of Death Benefits on Subsequent Death of Designated
            Beneficiary. Notwithstanding any provision of the Supplementary Plan
            to the contrary, in the event of the death of a designated
            beneficiary of a Member who is receiving or entitled to receive
            benefits under the Supplementary Plan as a consequence of the prior
            death of said Member, the undischarged portion, if any, of such
            benefits shall be paid to the estate of said designated beneficiary.

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4.    DISABILITY BENEFITS

      4.01  Disabled Member. An Employee who becomes permanently and totally
            disabled after being designated as a Member and who qualifies for
            benefits under any long term disability income continuation program
            sponsored by the Company in respect of such disability shall be
            granted the status of a "Disabled Member". If the Disabled Member
            ceases prior to the attainment of the Normal Retirement Date to
            receive such disability benefits as a result of death, recovery from
            disability or any other reason, the Disabled Member shall again be,
            or be considered to be, a Member for the purposes of the
            Supplementary Plan.

            Notwithstanding any provision of the Supplementary Plan to the
            contrary, the following provisions shall apply in respect of a
            Disabled Member:

            (a)   A Disabled Member shall not be entitled to receive any
                  benefits under the Supplementary Plan while a Disabled Member.

            (b)   A Disabled Member shall continue to accrue Credited Service
                  for the purposes of the Supplementary Plan while a Disabled
                  Member and, for the purposes of this Supplementary Plan, shall
                  be deemed not to have reached Termination Date.

            (c)   The annualized Earnings of a Disabled Member with respect to
                  any period as a Disabled Member shall be deemed to be the
                  annualized Earnings in the calendar year in which the Member
                  became a Disabled Member.

      4.02  Disability Retirement Benefit. On Normal Retirement Date, a Disabled
            Member shall be entitled to receive a Supplementary Plan Benefit
            determined in accordance with Section 3.02, with such Benefit being
            subject to the provisions of Section 3.05.

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5.    GENERAL

      5.01  Effect of the Agreements. The establishment of the Supplementary
            Plan shall not affect any other agreements, rights, obligations,
            duties or liabilities between the Member and the Company.

      5.02  Interpretation. The Supplementary Plan shall be interpreted
            according to the law of the Province of Alberta.

      5.03  Conditions. All obligations and liabilities of the Company under
            this Supplementary Plan are expressly made conditional upon the
            Member:

            (i)   faithfully, honestly and diligently serving the Company,
                  devoting the entire working time while employed by the Company
                  to the service of the Company and using the Member's best
                  endeavours to promote the interests and welfare of the
                  Company;

            (ii)  making available, upon the reasonable request of the Company,
                  after retirement or termination of service from the Company
                  the benefit of the Member's experience and advice, provided
                  that the Company shall pay all proper costs and expenses in
                  connection with the services rendered;

            (iii) not undertaking or carrying on any business, either alone or
                  on behalf of any person, persons, firms or corporation without
                  the approval of the Company;

            (iv)  not being employed or engaged in any business which is in
                  competition with that carried on by the Company.

            Should the Member not satisfy these conditions, all rights of the
            Member under this Supplementary Plan shall immediately cease and
            terminate.

      5.04  Continuance. This Supplementary Plan shall accrue to the benefit of
            and be binding upon the Member and the Company, their respective
            heirs, executors, administrators, successors and assigns and shall
            not be assignable in whole or in part by either of them without the
            prior written consent of the other.

      5.05  Termination of the Plan. The Supplementary Plan will only be
            terminated upon the discharge of all obligations hereunder to the
            Member, his Spouse and/or beneficiaries or estate.