<PAGE>

                                                                   EXHIBIT 10.N1

                    RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES
                                       OF
                       BREWSTER TRANSPORT COMPANY LIMITED

                                  December 2000

                                    FOREWORD

Effective April 15, 1982, the Canadian Greyhound Employees Retirement Income
Plan was amended to provide for the participation of designated Employees of
Brewster Transport Company Limited.

Effective May 31, 1996 those designated Employees of Brewster Transport Company
Limited who were Members of the Canadian Greyhound Employees Retirement Income
Plan (the "Prior Plan") terminated membership in said plan and became Members of
the Retirement Plan for Management Employees of Brewster Transport Company
Limited, effective June 1, 1996.

For the purpose of determining the eligibility and the amount of benefits under
the Retirement Plan for Management Employees of Brewster Transport Company
Limited (the "Plan"), Continuous Service and Credited Service under the Prior
Plan shall be recognized. In no event will benefits accrued to May 31, 1996 with
respect to membership in the Prior Plan be less under this Plan.

Appropriate assets with respect to benefits accrued prior to May 31, 1996, as
determined by an Actuary and approved by government regulatory authorities, were
transferred from the pension Fund of the Prior Plan to the pension fund of this
Plan.

The Plan has been amended from time to time thereafter and effective January 1,
2000 it is amended and restated to allow Members to make money purchase
contributions for the purpose of enhancing their benefits under the Plan and to
reflect the merger of The Pension Plan for the Employees of Banff Lifts Ltd.
(the "Banff Lifts Plan") into the Plan. The benefits for members of the Banff
Lifts Plan for service to December 31 will be determined pursuant to the terms
of the Banff Lifts Plan as it read on December 31, 1999 and the benefits of the
members for service after December 31, 1999 will be based on the provisions of
this Plan. The terms of the Banff Lifts Plan on December 31, 1999 are attached
as Appendix A.

Effective February 1, 2000, Banff Lifts Ltd. amalgamated with Cascade Holdings
(Banff) Inc. to form Brewster Inc. Effective on that date, employees of Banff
Lifts Ltd. became employees of Banff Sulphur Mountain Gondola an operating
division of Brewster Inc.

Except as otherwise required by applicable legislation, the rights and
entitlements of any Member who retired, died or otherwise terminated employment
before January 1, 2000 shall be governed by the terms of the Plan as in effect
at the date of termination of employment.

The Plan, as contained herein, is subject to continued registration with Revenue
Canada so that the Company is entitled to deduct its contributions as expenses
under the Income Tax Act or any other applicable tax laws.

<PAGE>

                    RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES

                                       OF

                       BREWSTER TRANSPORT COMPANY LIMITED

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                              TITLE                                         PAGE
-------               ------------------------------------                         ----
<S>                   <C>                                                          <C>
1                     Definitions                                                    1

2                     Eligibility And Participation                                  4

3                     Service                                                        5

4                     Retirement                                                     7

5                     Pension Formula                                                8

6                     Retirement Pension                                            10

7                     Termination Of Employment                                     13

8                     Normal And Optional Forms Of Pension                          15

9                     Benefits On Death                                             17

10                    Limitations On Benefits                                       19

11                    Indexing Adjustments                                          20

12                    Funding                                                       22

13                    Company Contributions                                         23

14                    Member Contributions                                          24

15                    Administration                                                25

16                    Disclosure                                                    27

17                    Future Of The Plan                                            28

18                    Miscellaneous Provisions                                      30

Appendix A            Banff Lifts Plan                                              32
</TABLE>

<PAGE>

                                    ARTICLE 1

                                   DEFINITIONS

Wherever used in this Plan, the following terms will have the meanings given
below unless the context clearly indicates otherwise.

1.01  "ACT" means the Employment Pension Plans Act of Alberta and any future
      legislation amending, supplementing, superseding or incorporating it, and
      any regulations issued pursuant to it or such other provincial pension
      benefits legislation as may be applicable to a Member in the
      circumstances.

1.02  "ACTUARIAL EQUIVALENT" means a benefit of equal value computed on an
      actuarial basis that is consistent with the basis applicable to the
      calculation of a Commuted Value in respect of the Member, as recommended
      by the Actuary and approved by the Company, subject to the Act.

1.03  "ACTUARY" means the actuary appointed by the Company for the purposes of
      the Plan. Such actuary must be a fellow of the Canadian Institute of
      Actuaries.

1.04  "ANCILLARY VALUE" means the value determined pursuant to Section 5.04.

1.05  "BANFF LIFTS MEMBER" means a Member who was participating in the Banff
      Lifts Plan on December 31, 1999 and who became a Member of this Plan
      effective January 1, 2000.

1.06  "BANFF LIFTS PENSION" means the pension determined by reference to Section
      5.05.

1.07  "BANFF LIFTS PLAN" means the Pension Plan for the Employees of Banff Lifts
      Ltd. as it read on December 31, 1999.

1.08  "BENEFICIARY" of a Member means the person designated pursuant to Section
      9.06.

1.09  "COMMUTED VALUE" of a benefit means the present lump sum value of the
      benefit determined on an actuarial basis which does not distinguish on the
      basis of sex, using the methods and assumptions adopted by the Company,
      subject to the Act and the Income Tax Rules.

1.10  "COMPANY" means Brewster Transport Company Limited and associated
      subsidiaries. The term "Company" as used in Article 15 regarding
      administration and Article 17 regarding the power to amend or terminate
      the Plan means Brewster Transport Company Limited only and does not
      include any associated subsidiaries.

1.11  "CONTINUOUS SERVICE" means service determined pursuant to Section 3.01.

1.12  "CREDITED RETURN" in respect of Money Purchase Contributions means the
      rate of return earned by the applicable portion of the Pension Fund (net
      of expenses) in which the contribution is invested from the date of
      contribution until the date of computation.

1.13  "CREDITED SERVICE" means service credited pursuant to Section 3.02, 303,
      3.04 and 3.05.

1.14  "DEFINED BENEFIT ACCOUNT" means the account established within the Pension
      Fund pursuant to Section 12.01(a).

                                      -1-

<PAGE>

1.15  "DEFINED BENEFIT PENSION" means the pension determined by reference to
      Section 5.03.

1.16  "EARLY RETIREMENT DATE" of a Member means the date determined pursuant to
      Section 4.02.

1.17  "EARNINGS" of a Member means basic salary or wages paid to the Member by
      the Company and will exclude overtime pay, bonuses and any other
      additional remuneration or taxable benefits. For the purposes of any
      applicable benefit calculations, it will be assumed that a Disabled Member
      receives Earnings at the same rate as was in effect on the date of his
      Total Disability and a Member on a Leave of Absence receives Earnings at
      the same rate as was in effect on the date that the Leave of Absence
      commenced.

1.18  "EMPLOYEE" means a person who is employed by Brewster Transport Company
      Ltd. and is designated by the Company as being employed in a managerial or
      supervisory capacity ("BREWSTER TRANSPORT EMPLOYEE"); or between January
      1, 2000 and January 31, 2000 inclusive a person who is employed by Banff
      Lifts Ltd., and effective February 1, 2000 and after a person employed in
      the Banff Sulphur Mountain Gondola division of Brewster Inc. ("BANFF
      GONDOLA EMPLOYEE")

1.19  "HIGHEST AVERAGE EARNINGS" of a Member means the average of the Member's
      highest annual Earnings in any three (3) calendar years of Credited
      Service, including Compensation in any calendar years of Continuous
      Service under the Banff Lifts Plan, determined as at the date of
      termination of Continuous Service, death, retirement, Plan termination,
      whichever occurs first. For Members with less than three (3) calendar
      years of Credited Service, Highest Average Earnings means the aggregate of
      the Member's monthly Earnings received while an Employee divided by the
      number of months of his Credited Service.

      For the sole purpose of determining Highest Average Earnings, the Earnings
      of a Member who is employed on a less than full-time basis, shall be
      annualized for each Plan Year of less than full-time employment. To
      annualize such a Member's Earnings, the actual Earnings received by the
      Member while employed on a less than full-time basis in the Plan Year
      shall be multiplied by the ratio of the hours regularly scheduled to be
      worked by full-time Members to the Member's actual hours worked on a less
      than full-time basis in the Plan Year.

1.20  "FUNDING AGENT" means the trust company or insurance company appointed by
      the Company pursuant to Section 12.01 for the purpose of holding and
      administering the Pension Fund.

1.21  "FUNDING AGREEMENT" means an agreement between the Company and a Funding
      Agent pursuant to Section 12.01.

1.22  "INCOME TAX RULES" means the provisions of the Income Tax Act of Canada
      and the Regulations thereunder.

1.23  "LEAVE OF ABSENCE" means a period of temporary suspension of employment
      not exceeding twenty-six (26) weeks. It shall also mean a temporary period
      of suspension of employment not exceeding twenty-six (26) weeks where a
      Member is on maternity leave.

1.24  "MEMBER" means a person who has enrolled in the Plan pursuant to Article 2
      and who is entitled to receive a benefit under the Plan. "ACTIVE MEMBER"
      means a Member who is an Employee other than a Disabled Member or
      Suspended Member. "DEFERRED MEMBER" means a Member who is no longer an
      Employee and who is entitled to receive a deferred pension pursuant to
      Article 7. "DISABLED MEMBER" means a Member

                                      -2-

<PAGE>

      who is Totally Disabled and is accruing benefits under the Plan pursuant
      to Section 3.03. "RETIRED MEMBER" means a Member who is receiving a
      pension pursuant to the terms of the Plan.

1.25  "MONEY PURCHASE ACCOUNT" of a Member means the account established in his
      name pursuant to Section 12.01(b).

1.26  "MONEY PURCHASE CONTRIBUTIONS" means the contributions made by the Member
      pursuant to Section 14.01.

1.27  "MONEY PURCHASE PENSION" means a pension determined by reference to
      Section 5.02.

1.28  "MP FACTOR" means the factor determined pursuant to Section 5.02.

1.29  "NORMAL RETIREMENT DATE" of a Member means the first day of the month
      coincident with or next following the Member's 65th birthday.

1.30  "PENSION FUND" means all sums of money and other property acquired by the
      Funding Agent to hold for the purposes of this Plan, and all earnings and
      profits thereon, and proceeds, investments and reinvestments thereof, less
      payments made by the Funding Agent from the said fund as authorized
      herein.

1.31  "PLAN" means the Retirement Plan for Management Employees of Brewster
      Transport Company Limited, as set forth in this document and as the same
      may be amended from time to time.

1.32  "PLAN YEAR" means June 1, 1996 to December 31, 1996 with respect to the
      first year of operation and thereafter means the period commencing on each
      January 1 and ending on the following December 31.

1.33  "POSTPONED RETIREMENT DATE" of a Member means the date determined pursuant
      to Section 4.03.

1.34  "PREDECESSOR COMPANY" means Banff Lifts Ltd.

1.35  "PRESENT VALUE FACTOR" means, in respect of an annual pension amount, the
      present value for $1.00 of such pension determined on an actuarial basis
      that is consistent with the basis that applicable to the calculation of a
      Commuted Value in respect of the Member, using the methods and assumptions
      adopted by the Company, subject to the Act and the Income Tax Rules.

1.36  "SPOUSE" of a Member means, in relation to another person:

      (a)   a person who, at the relevant time, was married to that other person
            and had not been living separate and apart from that other person
            for 3 or more consecutive years, or

      (b)   if there is no person to whom subclause (i) applies, a person of the
            opposite sex who had lived with that other person in a marriage-like
            relationship for the 3-year period immediately preceding the
            relevant time;

      There shall be only one Spouse recognized at any particular time for the
      purposes of the Plan. A person's qualification as a Spouse shall be
      established to the satisfaction of the Company.

1.37  "TOTALLY DISABLED" means, in respect of a Member, suffering from a mental
      or physical condition that, as determined by the Company on the basis of
      the certification of a licensed medical doctor prevents the Member

                                      -3-

<PAGE>

      permanently or in the foreseeable future from performing the assigned
      duties of his job or any other job for which he is reasonably suited by
      virtue of his education, training or experience and there is no reasonable
      expectation that he will recover. "TOTAL DISABILITY" has a corresponding
      meaning.

1.38  "YMPE" means, in any year, the Year's Maximum Pensionable Earnings
      established for that year under the provisions of the Canada Pension Plan
      or the Quebec Pension Plan, whichever is applicable to the Member
      concerned.

                                    ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION

2.01  CONTINUING MEMBERS

      A person who is a Member of the Plan on December 31, 1999 and who does not
      break Continuous Service on January 1, 2000 shall remain a Member of the
      Plan on January 1, 2000.

      An employee of Banff Lifts Ltd. who is participating in the Banff Lifts
      Plan on December 31, 1999 and who is a Banff Gondola Employee on January
      1, 2000 shall become an Active Member of the Plan on January 1, 2000.

2.02  NEW MEMBERS

      Each full-time Employee who does not qualify under Section 2.01 shall
      become an Active Member of the Plan on the first day of the month
      following date of hire.

      Each Employee employed on a less than full-time basis shall become a
      Member of the Plan at any time after completing at least two (2) years of
      employment with the Company and having earned at least thirty-five percent
      (35%) of the YMPE in each of two (2) consecutive calendar years.

2.03  WAIVER

      The Company may waive the eligibility requirements for any Employee.

2.04  ENROLLMENT

      Each full-time Employee, shall file with the Company or its agent an
      enrollment form provided by the Company for this purpose. Any other
      Employee, who meets the eligibility requirements set forth above shall
      file such an enrollment form in the same manner as a full-time Employee.

2.05  CONTINUING PARTICIPATION AS A MEMBER

      An Active Member may not terminate membership in the Plan while employed
      by the Company as an Employee. In addition, a Member who is or becomes
      employed on a less than full-time basis shall not cease to be a Member or
      to accrue pension benefits under the Plan only because he earns less than
      thirty-five percent (35%) of the YMPE in each of two (2) consecutive
      calendar years.

2.06  RE-EMPLOYMENT - DEFERRED MEMBER

                                      -4-

<PAGE>

      If a former Employee, other than a person described in Article 2.07, is
      subsequently re-employed by the Company, the Employee shall for purposes
      of the Plan be treated as a new Employee, except that any right to a
      deferred pension he may have as a result of his prior period of Credited
      Service shall not be affected by this provision and such deferred pension
      shall not be allowed to commence during the period of re-employment. For
      greater certainty, any pension earned after the date of re-employment
      shall be calculated based only on Credited Service after that date.

2.07  RE-EMPLOYMENT - RETIRED MEMBER

      If a Retired Member is re-employed by the Company, he shall continue to
      receive his pension but he shall not be permitted to again join the Plan
      nor shall he accrue further pension benefits during the period of
      re-employment.

                                    ARTICLE 3

                                     SERVICE

3.01  CONTINUOUS SERVICE

      Continuous Service of an Employee means the most recent period of
      continuous uninterrupted employment of the Employee with the Company
      including any employment with the Predecessor Company and any Leave of
      Absence. The following breaks in the continuity of employment shall be
      ignored:

      (a)   a period of absence from employment following termination thereof if
            followed by reinstatement with past service unimpaired; and

      (b)   a period of layoff, furlough or other absence if followed by return
            to service with past service unimpaired.

3.02  CREDITED SERVICE

      Credited Service means that period of an Employee's Continuous Service in
      Canada during which he is an Active Member of the Plan plus any service
      credited pursuant to Section 3.03 and any Credited Service accrued under
      the Canadian Greyhound Employees Retirement Income Plan by a Member who
      transferred to this Plan effective June 1, 1996 but excluding any period
      of "Pensionable Service" which a Banff Lifts Member accrued under the
      Banff Lifts Plan. Credited Service shall be determined from the records of
      the Company in accordance with such rules and regulations as may from time
      to time be in effect.

      Subject to the Act and the Income Tax Rules, a Member who is absent due to
      a Leave of Absence will continue to accrue Credited Service under the
      Plan. Notwithstanding any other provisions of the Plan, in no event will a
      Member receive Credited Service for periods of Leave of Absence in excess
      of five years of full-time equivalent remuneration, plus three years of
      full-time equivalent remuneration for periods of parenting, throughout his
      period of employment with the Company after December 31, 1990, in
      accordance with the Act and the Income Tax Rules.

                                      -5-

<PAGE>

3.03  CREDITED SERVICE WHILE TOTALLY DISABLED

      If an Active Member becomes Totally Disabled, the Member's Continuous
      Service shall not be broken, the Member shall become a Disabled Member and
      the Member shall continue to accrue Credited Service until the earliest
      of:

      (a)   the date he ceases to be Totally Disabled;

      (b)   the date he dies;

      (c)   the date he retires pursuant to the Plan;

      (d)   his Normal Retirement Date; and

      (e)   the date the Plan is terminated in respect of the class of employees
            in which the member last worked.

      Upon the earliest of the above-noted dates, the Disabled Member's
      Continuous Service shall be broken unless the Member returns to active
      employment as an Employee at that time. Credited Service accrued pursuant
      to this Section shall accrue at the same rate as the Disabled Member was
      accruing Credited Service immediately prior to becoming disabled.

      The Company may, by written notice, require a Disabled Member to submit to
      medical examination at any time prior to his Normal Retirement Date in
      order to determine such Disabled Member's eligibility for continued
      accrual of Credited Service, provided that such examinations may not be
      required more frequently than semi-annually. If:

      (a)   on the basis of a medical examination the Company finds that the
            Member is no longer Totally Disabled;

      (b)   the Member engages in gainful employment other than for purposes of
            occupational therapy directed toward physical rehabilitation; or

      (c)   such Member refuses to submit to a medical examination;

      as determined by the Company, accrual of Credited Service under this
      Section shall cease effective on: (I) the date when the Company finds that
      the Member is no longer Totally Disabled, (II) the date when the Member
      engaged in gainful employment for purposes other than occupational
      therapy, or (III) the date when the Company last issued written notice
      requesting the Member to submit to medical examination, whichever is
      applicable. At such time, if the Member does not return to employment with
      the Company, he shall be deemed to have broken Continuous Service and his
      entitlement under the Plan shall be determined pursuant to Article 4, 7 or
      9, whichever is applicable.

      A Member may continue to contribute pursuant to Section 14.01 in respect
      of a period of Credited Service provided under this Section.

3.04  PRIOR SERVICE TRANSFERRED INTO PLAN

                                      -6-

<PAGE>

      Credited Service shall include any period of service, as approved by the
      Company and deemed permissible under the Income Tax Rules, during which
      the Member was in employment with the Company or a predecessor employer
      and for which the Member has paid contributions in full into the Fund
      and/or for which the Member has made a qualifying transfer under the terms
      of the Income Tax Rules into the Fund. The amount of contribution and/or
      qualifying transfer shall be determined by the Actuary in accordance with
      the Plan Factors. Additional benefits resulting from the crediting of this
      service shall be subject to the provisions of Article 10.

3.05  DETERMINATION AND MEASUREMENT OF CREDITED SERVICE

      Credited Service shall be expressed as a period of years and fractions
      thereof, rounded to three decimals. For a Member who is employed on a less
      than full-time basis, Credited Service shall be determined for each Plan
      Year of less than full-time employment by multiplying the Member's period
      of Credited Service as defined pursuant to Section 3.02, 3.03 and 3.04 by
      the ratio of such Member's actual hours worked on a less than full-time
      basis during the Plan Year to the hours regularly scheduled to be worked
      by full-time Members during that time period.

                                    ARTICLE 4

                                   RETIREMENT

4.01  NORMAL RETIREMENT

      Subject to Sections 4.02 and 4.03, an Active Member or Disabled Member
      shall retire on his Normal Retirement Date. A Member who retires on his
      Normal Retirement Date shall receive a retirement pension calculated
      pursuant to Section 6.01.

4.02  EARLY RETIREMENT

      An Active Member or Disabled Member may elect to retire prior to his
      Normal Retirement Date on the first day of any month coincident with or
      following attainment of his fiftieth (50th) birthday. The date selected by
      the Member for early commencement of his pension under the Plan shall be
      his Early Retirement Date. A Member who elects early retirement shall
      receive, commencing on his Early Retirement Date, a retirement pension
      calculated pursuant to Section 6.02.

4.03  POSTPONED RETIREMENT

      An Active Member may, with the consent of the Company, remain in active
      employment beyond the Member's Normal Retirement Date. The retirement
      pension of a Member who postpones retirement beyond his Normal Retirement
      Date shall commence on the first day of the month coincident with or next
      following the earliest of:

      (a)   the first day of the month coincident with or following the date on
            which the Member retires from active employment with the Company;

      (b)   the first day of any month selected by the Member; and

      (c)   the first day of December in the year in which the Member attains
            age 69 or such later date as may be permitted under the Income Tax
            Rules;

                                      -7-

<PAGE>

      and such date shall be the Member's Postponed Retirement Date. A Member
      who retires on his Postponed Retirement Date shall receive, commencing on
      such Postponed Retirement Date, a retirement pension calculated pursuant
      to Section 6.04. A Member shall not accrue further Credited Service after
      his Postponed Retirement Date.

                                    ARTICLE 5

                                 PENSION FORMULA

5.01  AMOUNT OF PENSION

      Subject to Article 10, the annual pension of a Member shall be equal to
      the sum of the Member's Defined Benefit Pension and Money Purchase
      Pension, plus the Banff Lifts Pension if applicable, determined by
      reference to the provisions of this Article.

5.02  MONEY PURCHASE PENSION

      A Member's Money Purchase Pension shall be the annual pension payable at
      the Member's Normal Retirement Date which can be provided by the balance
      of his Money Purchase Account when such balance is applied to produce a
      pension with a Present Value Factor (the "MP Factor") equal to the
      following:

                               (X+Y)Z
                               ------
                                 Y

      where      X equals:     the balance in the Money Purchase Account of the
                               Member;

                 Y equals:     Z multiplied by the annual amount of Defined
                               Benefit Pension determined under Section 5.03(a);

                 Z equals:     the Present Value Factor for $1.00 of lifetime
                               pension (payable commencing when the Member
                               reaches Normal Retirement Date) pursuant to the
                               terms of the Plan, determined as if payable as a
                               Defined Benefit Pension payable in the normal
                               form under Section 8.01, or in the form required
                               under Section 8.04 if applicable, and without any
                               indexing under Article 11.

      The form of the Member's Money Purchase Pension shall be determined
      pursuant to Section 5.04. Additional Money Purchase Pension may also be
      calculated pursuant to the final paragraph of Section 5.04 and any pension
      so calculated shall be treated as Money Purchase Pension determined under
      this Section 5.02.

5.03  DEFINED BENEFIT PENSION

      A Member's annual Defined Benefit Pension shall be equal to:

      (a)   2% of the Member's Highest Average Earnings multiplied by the
            Member's Credited Service (provided that such pension shall not
            exceed the amount determined by reference to Section 10.01);

      REDUCED BY

                                      -8-

<PAGE>

      (b)   the annual amount of Money Purchase Pension determined pursuant to
            Section 5.02;

      provided that the resulting amount shall not be less than zero.

5.04  ANCILLARY VALUE AND FORM OF MONEY PURCHASE PENSION

      A Member who has a Money Purchase Pension shall be credited with an
      Ancillary Value equal to:

      (a)   the balance of his Money Purchase Account;

      MINUS

      (b)   the annual Money Purchase Pension determined pursuant to Section
            5.02 multiplied by the factor Z determined pursuant to Section 5.02.

      The Member may elect to allocate his Ancillary Value to provide one or
      more of the following enhancements by completing and filing an election
      form in the manner prescribed by the Company:

      (c)   If the Member's pension would be subject to a reduction for early
            retirement under Section 6.02(c) that early retirement reduction may
            be lessened, or waived entirely if possible, pursuant to Section
            6.02(e) subject to the minimum reduction required under Section
            6.02(e).

      (d)   If the Member does not have a Spouse or if the mandatory joint and
            survivor form is waived pursuant to Section 8.06, the Money Purchase
            Pension may be guaranteed pursuant to Section 8.02 but the guarantee
            period shall not exceed 180 months. If the Member does have a
            Spouse, the benefit may be paid in the form of a joint and
            two-thirds survivor pension pursuant to Section 8.05 which is
            unreduced or reduced on a less than actuarial basis and which may
            include a guarantee of 60 months.

      (e)   The Money Purchase Pension and associated bridging benefits may be
            granted indexing pursuant to the provisions of Article 11.

      (f)   The Member may elect to receive an additional bridging benefit
            payable from his Early Retirement Date pursuant to Section 6.03(b),
            but subject to the limits imposed by Article 10.

      The Member must complete and file such election with the Company within 60
      days of receiving his retirement/termination statement from the Company or
      the Member shall be deemed to have elected to allocate his Ancillary Value
      to each of (c), (d), (e) and (f) above in turn in descending order. If the
      Ancillary Value is not exhausted by one item the balance of the Ancillary
      Value shall be allocated to each subsequent item in turn until the
      Ancillary Value is exhausted or until the maximum allocation has occurred
      under all of (c), (d), (e) and (f).

      A Member's Ancillary Value shall be allocated to provide enhancements
      under (c), (d), (e) and (f) to the fullest extent possible. If any
      Ancillary Value remains after a full allocation then such remaining
      Ancillary Value shall be applied to produce additional pension payable in
      the same form as determined under the preceding paragraphs of this Section
      5.04. Any additional pension so generated shall be treated as Money
      Purchase Pension determined under Section 5.02.

                                      -9-

<PAGE>

5.05  BANFF LIFTS PENSION

      A Member's annual Banff Lifts Pension shall be calculated based on the
      applicable terms of the Banff Lifts Plan attached as Appendix A, and
      determining the "Final Earnings" and "Indexed Compensation" of the Member
      (as those terms are used in Appendix A) at the time the Member retires or
      otherwise terminates employment with the Company as if he had continued to
      participate in the Banff Lifts Plan until that date and using "Pensionable
      Service" accrued under the Banff Lifts Plan to December 31, 1999.

                                    ARTICLE 6

                               RETIREMENT PENSION

6.01  NORMAL RETIREMENT PENSION

      A Member who retires on his Normal Retirement Date shall receive a Money
      Purchase Pension and Defined Benefit Pension calculated pursuant to
      Section 5.01, 5.02, 5.03 and 5.04 based on the Member's Credited Service
      and Highest Average Earnings on his Normal Retirement Date and the value
      of his Money Purchase Account at that time.

      In addition, if the Member is a Banff Lifts Member he shall receive his
      Banff Lifts Pension calculated pursuant to Section 5.05.

6.02  EARLY RETIREMENT PENSION

      A Member who retires on his Early Retirement Date shall receive a Money
      Purchase Pension and Defined Benefit Pension based on the Member's
      Credited Service and Highest Average Earnings on his Early Retirement Date
      and the value of his Money Purchase Account at that time, and calculated
      according to the following procedure:

      (a)   The Member's MP Factor shall be calculated by reference to Section
            5.02 as if the Member's Money Purchase Pension was payable
            commencing at the Member's Normal Retirement Date except that the
            formula for the MP Factor shall be modified to read as:

                               (X+YE)Z
                               -------
                                  Y

            where    X, Y and Z are determined pursuant to Section 5.02; and

                Y(E) equals:   the Commuted Value of the Defined Benefit Pension
                               payable commencing on the Member's Early
                               Retirement Date, determined as if payable without
                               the offset provided under Section 5.03(b),
                               payable in the normal form under Section 8.01, or
                               the joint and survivor form required pursuant to
                               Section 8.04 if applicable, and without any
                               indexing under Article 11, and after reduction
                               pursuant to the reduction factor specified in
                               Section 6.02(c).

            The Member's Money Purchase Pension which would be payable
            commencing on the Member's Normal Retirement Date shall then be
            calculated based on this MP Factor.

                                      -10-

<PAGE>

      (b)   The Member's Defined Benefit Pension shall be calculated pursuant to
            Section 5.03 and the offset under Section 5.03(b) shall be based on
            the amount calculated under Section 6.02(a).

      (c)   The Member's Money Purchase Pension and the Member's Defined Benefit
            Pension calculated under (a) and (b) above shall then be reduced by
            five-twelfths of one percent (5/12%) for each month that his Early
            Retirement Date precedes the first day of the month following his
            60th birthday subject to the minimum reduction required under the
            Income Tax Rules.

      (d)   The Member's Ancillary Value shall be determined as:

            (i)   the balance of his Money Purchase Account;

            MINUS

            (ii)  the Commuted Value of the monthly Money Purchase Pension
                  determined pursuant to Section 6.02(c).

      (e)   Notwithstanding (c) above, if the Member elects (or is deemed to
            elect) to apply all or part of his Ancillary Value pursuant to
            Section 5.04(c) to lessen the early retirement reduction applicable
            to his Money Purchase Pension then the early retirement reduction
            otherwise applicable shall be lessened to the extent selected by the
            Member subject to the following conditions: (I) the Commuted Value
            of the diminishment of the early retirement reduction shall equal
            the Ancillary Value allocated pursuant to Section 5.04(c); and (II)
            the Money Purchase Pension must be reduced by at least 0.25% for
            each month that the Member's Early Retirement Date precedes the
            earliest of:

            (i)   the date the Member would attain age 60;

            (ii)  the date the age and early retirement eligibility service of
                  the Member would total 80 years; and

            (iii) the date the Member would accrue 30 years of early retirement
                  eligibility service;

            if the Member continued to participate in the Plan. For the purposes
            of this paragraph "early retirement eligibility service" has the
            meaning given to that term under the Income Tax Rules.

            The same diminished reduction, if any, shall be applied to the
            Member's Defined Benefit Pension.

      In addition, if the Member is a Banff Lifts Member then he shall receive
      his Banff Lifts Pension calculated by reference to Section 5.05 and
      reduced as required by the applicable provisions of Appendix A regarding
      early retirement.

6.03  BRIDGING BENEFIT

      (a)   If the Member elects (or is deemed to elect) to apply all or part of
            his Ancillary Value pursuant to Section 5.04(f) to provide a
            bridging benefit, then the Member shall receive a bridging benefit
            payable under the money purchase provisions of the Plan. The amount
            of such bridging benefit

                                      -11-

<PAGE>

            shall be selected by the Member subject to the condition that the
            Commuted Value of the bridging benefit shall equal the Ancillary
            Value allocated pursuant to Section 5.04(f).

            The Member shall also receive a bridging benefit payable under the
            defined benefit provisions of the Plan. This bridging benefit shall
            be equal to the amount of the bridging benefit payable to the Member
            under the money purchase provisions pursuant to the preceding
            paragraph of this subsection (a), multiplied by the ratio of the
            annual amount of the Member's Defined Benefit Pension to the annual
            amount of the Member's Money Purchase Pension.

      (b)   The bridging benefits determined pursuant to subsection (a) shall be
            payable commencing no earlier than the Member's Early Retirement
            Date and shall cease with the payment for the month in which the
            Member dies or attains age 65, whichever occurs earlier. However,
            the bridging benefit may continue to the payment for the month in
            which the Member would have attained age 65 if the Member elects to
            apply Ancillary Value to secure such a survivor option for the
            bridging benefit.

      (c)   The bridging benefits payable under this Section 6.03 are subject to
            the limitations contained in Article 10.

6.04  POSTPONED RETIREMENT PENSION

      A Member who retires on a Postponed Retirement Date shall be entitled to
      receive, commencing on such Postponed Retirement Date, an annual
      retirement pension calculated by reference to Article 5 based on the
      Member's Credited Service and Highest Average Earnings on his Postponed
      Retirement Date. The Member's Money Purchase Pension shall be based on the
      value of his Money Purchase Account on his Postponed Retirement Date and
      calculated pursuant to Section 5.02 subject to the following
      modifications:

      (a)   The Member's MP Factor shall be calculated pursuant to Section 5.02
            assuming a Money Purchase Pension commencing at the Member's
            Postponed Retirement Date.

      (b)   Factor Z shall be based on a Present Value Factor for a lifetime
            pension commencing on the Member's Postponed Retirement Date.

      In addition, if the Member is a Banff Lifts Member then he shall receive
      his Banff Lifts Pension calculated by reference to Section 5.05 and
      adjusted as required by the applicable provisions of Appendix A regarding
      postponed retirement.

6.05  PORTABILITY OF PENSION

      A Member who is entitled to a pension under Section 6.01, 6.02 or 6.04
      may, despite eligibility for an immediate pension elect to transfer the
      Commuted Value of his pension from the Pension Fund to:

      (a)   another registered pension fund meeting the requirements prescribed
            under the Act, if the administrator of that fund agrees to accept
            the payment;

      (b)   a company licensed to provide annuities in Canada, for the purchase
            of a life annuity that will commence no earlier than age 55;

                                      -12-

<PAGE>

      (c)   a locked-in retirement account in the name of the Member;

      (d)   a life income fund in the name of the Member; or

      (e)   another retirement savings arrangement meeting the requirements
            prescribed under the Act;

      provided that notice of such election is given to the Company within the
      time limits prescribed under the Act (or as otherwise permitted by the
      Company) and that such transfer is carried out in accordance with the
      requirements of the Act and the Income Tax Rules. The Member may elect to
      receive the Commuted Value of his Money Purchase Pension in a cash lump
      sum or to transfer it to an unlocked registered retirement savings plan
      rather than transferring it to one of the locked-in portability vehicles
      listed above. A Member who elects a transfer or payment of a Commuted
      Value shall take that Commuted Value in full satisfaction of such rights
      under the Plan and upon completion of such transfer or payment shall have
      no further entitlement to such benefits under the Plan.

                                    ARTICLE 7

                            TERMINATION OF EMPLOYMENT

7.01  NON VESTED TERMINATION

      If an Active Member or Disabled Member breaks Continuous Service for any
      reason other than death or retirement before completing two years of
      Continuous Service the Member shall receive a lump sum amount equal to the
      balance of the Member's Money Purchase Account or he may elect to transfer
      said balance to a registered retirement savings plan in his name.

      In addition, if the Member is a Banff Lifts Member termination benefits
      may be payable pursuant to the applicable terms of Appendix A regarding
      termination of employment.

7.02  DEFERRED PENSION

      If an Active Member or Disabled Member breaks Continuous Service for any
      reason other than death or retirement after completing two years of
      Continuous Service the Member shall become a Deferred Member and shall be
      entitled to receive a deferred Money Purchase Pension and Defined Benefit
      Pension commencing on the Member's Normal Retirement Date. Such deferred
      pension shall be calculated and determined by reference to Article 5 at
      the time that the Member breaks Continuous Service. The calculation shall
      be based on the Member's Credited Service and Highest Average Earnings on
      the date he breaks Continuous Service and the value of his Money Purchase
      Account at that same date, according to the following procedure:

      (a)   The Member's MP Factor shall be calculated pursuant to Section 5.02
            as if the Member's Money Purchase Pension was payable commencing at
            the Member's Normal Retirement Date except that the joint and
            survivor form under Section 8.04 will not apply. The Member's Money
            Purchase Pension which would be payable commencing on the Member's
            Normal Retirement Date shall then be calculated based on this MP
            Factor.

      (b)   The Member's Defined Benefit Pension shall be calculated pursuant to
            Section 5.03 and the offset under Section 5.03(b) shall be based on
            the amount calculated under Section 7.02(a).

                                      -13-

<PAGE>

      (c)   The Member shall elect to allocate his Ancillary Value pursuant to
            Section 5.04 or he shall be deemed to allocate his Ancillary Value
            pursuant to the default provisions of Section 5.04. For this purpose
            the priority of the deemed allocations under Section 5.04 shall
            operate in the following order: (d), (e), (c) and (f).

      In addition, if the Member is a Banff Lifts Member a deferred pension or
      termination benefit may be payable pursuant to the applicable terms of
      Appendix A regarding termination of employment.

7.03  EARLY COMMENCEMENT

      A Deferred Member may elect to begin receiving his deferred pension on the
      first day of any month after he will attain age 50. If a Deferred Member
      elects to commence payment of the deferred pension prior to his Normal
      Retirement Date then the pension commencing at that earlier date shall be
      determined as follows:

      (a)   The Member's Money Purchase Pension and Defined Benefit Pension
            shall be actuarially reduced to reflect the earlier commencement
            date except as modified by any allocation pursuant to Section
            5.04(c). However, if the Deferred Member had attained age 50 before
            he broke Continuous Service then the amount of any reduction to his
            Money Purchase Pension and Defined Benefit Pension for early
            commencement shall be calculated pursuant to Section 6.02(c).

      (b)   The amount of any deferred Banff Lifts Pension payable to a Banff
            Lifts Member shall be determined pursuant to the applicable terms of
            Appendix A regarding early commencement of benefits.

      A Member who elects to commence his deferred pension prior to his Normal
      Retirement Date will also receive any bridging benefit which he has
      elected to receive or is deemed to elect pursuant to Section 5.04(f).

7.04  APPLICATION FOR PENSION

      A Deferred Member entitled to a deferred pension shall make application,
      in writing, to the Company, at least 60 days prior to the date when the
      Deferred Member wishes payment of the pension to commence.

7.05  PORTABILITY

      A Member who breaks Continuous Service and who is entitled to a deferred
      pension under the terms of this Plan may elect to transfer the Commuted
      Value of the deferred pension (including any associated bridge benefits)
      out of the Pension Fund to:

      (a)   another registered pension fund meeting the requirements prescribed
            under the Act, if the administrator of that fund agrees to accept
            the payment;

      (b)   a company licensed to provide annuities in Canada, for the purchase
            of a life annuity that will commence no earlier than age 55;

      (c)   a locked-in retirement account in the name of the Member;

      (d)   a life income fund in the name of the Member; or

                                      -14-
<PAGE>

      (e)   another prescribed retirement savings arrangement in the name of the
            Member;

      provided that notice of such election is given to the Company within the
      time limits prescribed under the Act and that such transfer is completed
      in accordance with the requirements of the Act and the Income Tax Rules.
      The Member may elect to receive the portion of the Commuted Value equal to
      the balance of his Money Purchase Account in a lump sum or transfer it to
      an unlocked registered retirement savings plan in lieu of transferring it
      to one of the locked-in portability vehicles listed above. A Member who
      elects a transfer or payment of a Commuted Value shall take the Commuted
      Value in full satisfaction of such rights under the Plan and upon the
      completion of such transfer or payment shall have no further entitlement
      to such benefits under the Plan.

                                    ARTICLE 8

                      NORMAL AND OPTIONAL FORMS OF PENSION

8.01  NORMAL FORM OF PENSION

      Subject to the other provisions of this Article:

      (a)   a Member's annual Money Purchase Pension and Defined Benefit Pension
            shall be payable in equal monthly instalments for the lifetime of
            the Member beginning on the Member's retirement date and ending with
            the payment immediately preceding his death, and

      (b)   a Member's Banff Lifts Pension shall be payable pursuant to the
            applicable terms of Appendix A regarding normal forms.

8.02  ENHANCED FORM OF MONEY PURCHASE AND DEFINED BENEFIT PENSION

      Notwithstanding the provisions of Section 8.01, if a Member elects (or is
      deemed to elect) to apply all or part of his Ancillary Value pursuant to
      Section 5.04(d) to provide a form of guarantee then the Member's Money
      Purchase Pension shall be guaranteed for a number of months. The length of
      the guarantee shall be determined so that the Commuted Value of the Money
      Purchase Pension with the guarantee is equal to the Commuted Value of the
      Money Purchase Pension without a guarantee plus the Ancillary Value
      allocated to provide the guarantee. The number of months shall be rounded
      to the nearest whole month and the total period guaranteed under this
      Article 8 shall not exceed 180 months.

      The Member's Defined Benefit Pension shall be guaranteed for the same
      period of time.

8.03  COMMUTATION OF GUARANTEE

      If a Member dies before the guaranteed number of payments have been made,
      the monthly instalments shall then be paid to the Member's Beneficiary
      until the guaranteed number of payments have been completed.
      Alternatively, if the Beneficiary elects, the Company may, at its
      discretion, commute the remaining payments and pay the Commuted Value of
      such remaining payments to the Member's Beneficiary in a lump sum in
      satisfaction of the guarantee.

                                      -15-

<PAGE>

8.04  MANDATORY JOINT AND SURVIVOR FORM

      Notwithstanding the preceding provisions of this Article 8, if a Member
      has a Spouse on the date that payment of the Member's pension commences
      then the amount of each of the Member's Defined Benefit Pension and Money
      Purchase Pension shall be reduced and paid in the form of a joint and 60%
      survivor pension without guarantee. This joint and survivor pension shall
      be payable in equal monthly installments for the Member's lifetime and
      after the Member's death, the pension shall continue to be paid to the
      Member's Spouse for the Spouse's remaining lifetime, in equal monthly
      installments, equal to sixty percent (60%) of the amount of the monthly
      installment that was paid to the Member immediately prior to his death.
      The joint and survivor pension shall be the Actuarial Equivalent of the
      normal form of Money Purchase Pension or Defined Benefit Pension which
      would otherwise be payable under Section 8.01, however, if the Member
      retires on or after his Normal Retirement Date, no actuarial reduction
      applies and the amount of pension benefit payable to the Member shall be
      the amount determined by reference to Article 5 with 60% of such amount
      payable to the Spouse for her lifetime on the death of the Member.

      The form and amount of the Banff Lifts Pension payable to a Banff Lifts
      Member shall be determined pursuant to the applicable terms of Appendix A
      regarding normal forms.

8.05  ENHANCED JOINT AND TWO-THIRDS SURVIVOR FORM FOR MONEY PURCHASE AND DEFINED
      BENEFIT PENSIONS

      Notwithstanding the provisions of Section 8.04, if a Member with a Spouse
      on the date that payment of his pension commences elects (or is deemed to
      elect) to apply all or part of his Ancillary Value pursuant to Section
      5.04(d) to provide an unreduced (or partially reduced, as applicable):

      (a)   joint and two-thirds survivor pension without guarantee then the
            Member's Money Purchase Pension shall be paid to the Member in equal
            monthly instalments until the Member dies at which time two-thirds
            of the amount paid to the Member shall be paid to the Member's
            surviving Spouse, if any, for the remaining lifetime of such Spouse;
            or

      (b)   joint and two-thirds survivor pension with a five year guarantee
            then the Member's Money Purchase Pension shall be paid to the Member
            in equal monthly instalments until the Member dies at which time
            two-thirds of the amount paid to the Member shall be paid to the
            Member's surviving Spouse, if any, for the remaining lifetime of
            such Spouse, provided that:

            (i)   if the Member dies before he has received sixty payments then
                  the amount payable to the surviving Spouse for the remainder
                  of such sixty months shall not be less than the amount payable
                  to the Member; and

            (ii)  if the Spouse dies before the Member and the surviving Spouse
                  have received a total of sixty payments between them then the
                  payments shall continue to the Beneficiary of the Member for
                  the remainder of such sixty months.

      The reduction, if any, to be applied to the Money Purchase Pension payable
      to the Member shall be determined by reference to the Member's Ancillary
      Value. If the Member's Ancillary Value allocated for this purpose equals
      the difference in Commuted Value between an unreduced joint and two-thirds
      survivor pension (with a five year guarantee if applicable) and a joint
      and two-thirds survivor pension (with a five year guarantee if applicable)
      that is actuarially equivalent to the mandatory form of pension that would
      otherwise be payable

                                      -16-

<PAGE>

      under Section 8.04 then the Money Purchase Pension payable to the Member
      shall be unreduced. If the Member's Ancillary Value allocated for this
      purpose is less than such difference in Commuted Value then the Money
      Purchase Pension payable to the Member shall be reduced to the extent
      required to ensure that the Commuted Value of such reduced pension with
      its joint and two-thirds survivor pension (and five year guarantee if
      applicable) is equal to the Ancillary Value allocated pursuant to Section
      5.04(d) plus the Commuted Value of a joint and two-thirds survivor
      pension, with a five year guarantee if applicable, that is actuarially
      equivalent to the mandatory form of pension that would otherwise be
      payable pursuant to Section 8.04.

      The Member's Defined Benefit Pension shall be adjusted to the same extent.

8.06  WAIVER OF JOINT AND SURVIVOR FORM

      The requirement to pay a pension in the joint and survivor form pursuant
      to Section 8.04 shall not apply to a Money Purchase Pension and Defined
      Benefit Pension if the Member elects an enhanced joint and survivor form
      pursuant to Section 8.05 or if Member and the Spouse of such Member
      execute and file with the Company a waiver in the form required under the
      Act or a certified copy of a domestic contract containing such waiver. The
      waiver must be filed within the time prescribed under the Act.

8.07  OPTIONAL FORMS FOR MONEY PURCHASE AND DEFINED BENEFIT PENSIONS

      Subject to the requirement to provide a waiver if Section 8.04 applies, a
      Member may, with the approval of the Company, elect to receive an
      alternative pension form in respect of his Money Purchase Pension and
      Defined Benefit Pension as follows:

      (a)   a life annuity guaranteed for either five (5), ten (10), or fifteen
            (15) years; or

      (b)   a life annuity guaranteed to himself and to an individual he has
            designated as a joint annuitant provided that such joint annuitant
            is the Member's Spouse or the Member's dependent as defined in the
            Income Tax Rules. Any benefit payable to a Member's dependent shall
            not continue beyond the eligible survivor benefit period as stated
            in the Income Tax Rules and shall not exceed sixty-six and two
            thirds percent (66 2/3%) of the Member's benefit.

      An alternative pension form will be the Actuarial Equivalent of the Money
      Purchase Pension and Defined Benefit Pension which would otherwise have
      been provided under Section 8.01 or 8.04, as applicable.

                                    ARTICLE 9

                                BENEFITS ON DEATH

9.01  PRE-RETIREMENT DEATH BENEFIT

      If an Active Member or Disabled Member dies before beginning to receive a
      pension under the Plan or if a Deferred Member dies before beginning to
      receive a pension under the Plan then a pre-retirement death benefit shall
      be paid to the surviving Spouse of the Member.

      (a)   The pre-retirement death benefit in respect of the Money Purchase
            Pension and Defined Benefit Pension of an Active Member or Disabled
            Member shall be equal to the Commuted Value of the

                                      -17-

<PAGE>

            deferred Money Purchase Pension and Defined Benefit Pension
            calculated pursuant to Article 7 as if the Member had broken
            Continuous Service immediately prior to his death and his Ancillary
            Value had been allocated pursuant to the default allocation
            prescribed in Section 7.02(c). However, if the Member was eligible
            to retire on the date of his death then the pre-retirement death
            benefit shall equal the Commuted Value of the immediate Money
            Purchase Pension and Defined Benefit Pension that would have been
            payable pursuant to Article 7 as if the Member had retired
            immediately prior to his death and his Ancillary Value had been
            allocated pursuant to the default allocation prescribed in Section
            5.04.

            The pre-retirement death benefit in the case of a Deferred Member
            shall be equal to the Commuted Value of the Member's deferred Money
            Purchase Pension and Defined Benefit Pension.

      (b)   Any pre-retirement death benefit payable to a Banff Lifts Member
            shall be determined pursuant to the applicable terms of Appendix A
            regarding death prior to retirement.

9.02  FORM OF PRE-RETIREMENT DEATH BENEFIT

      Subject to the requirements of the Act, a Spouse entitled to receive a
      pre-retirement death benefit pursuant to Section 9.02 may elect to receive
      the benefit in respect of the Money Purchase Pension and Defined Benefit
      Pension in the form of:

      (a)   an immediate pension payable for the lifetime of the Spouse;

      (b)   a deferred pension payable for the lifetime of the Spouse commencing
            or on the first day of any month on or after the date the Spouse
            attains age fifty-five (55), but before the end of the calendar year
            in which the Spouse attains age sixty-nine (69) or, if later, within
            one (1) year after the death of the Member; or

      (c)   transfer to another registered pension plan of which the Spouse is a
            Member, if that plan permits;

      (d)   a transfer to the Spouse's locked-in retirement account.

      The form of any pre-retirement death benefit payable to a Banff Lifts
      Member shall be determined pursuant to the applicable terms of Appendix A
      regarding death prior to retirement.

      The Spouse shall elect the form of such pre-retirement death benefits
      within 90 days of receipt, from the Company, of notice of entitlement,
      failing which the Spouse shall be deemed to have elected a pension with
      monthly payments commencing on the first of the month coincident with or
      next following the Spouse's sixty-fifth (65th) birthday.

9.03  PAYMENT TO BENEFICIARY

      If a Member does not have a Spouse at the time of death then the
      pre-retirement death benefit payable under Section 9.02 shall be paid to
      the Beneficiary in a lump sum.

9.04  DEATH AFTER RETIREMENT

                                      -18-

<PAGE>

      If a Retired Member dies then the death benefit, if any, shall be the
      remaining monthly payments or other benefit payable in accordance with the
      form of pension in effect pursuant to Article 8.

9.05  DESIGNATION OF BENEFICIARY

      Subject to the Act, each Member may, from time to time, designate a person
      or persons to receive the benefits which may be payable to a beneficiary
      under the Plan in the event of the death of the Member. Each such
      designation shall revoke all prior designations by such Member, shall be
      in writing on a form provided for that purpose and filed with the Company,
      and may name one or more primary beneficiaries. If the Member has not
      designated a Beneficiary or such Beneficiary pre-deceases the Member then
      any death benefit payable to a Beneficiary shall be paid to the estate of
      the Member.

                                   ARTICLE 10

                             LIMITATIONS ON BENEFITS

10.01 MAXIMUM LIFETIME PENSION AMOUNT IN YEAR OF COMMENCEMENT

      Notwithstanding the other provisions of the Plan, the annual lifetime
      pension payable to a Member under this Plan in the year of commencement
      (including any benefit payable to a Spouse or former Spouse of the Member
      pursuant to Section 18.04) (and excluding any portion of a pension
      resulting solely from an actuarial increase in respect of deferral after
      the Member's Normal Retirement Date, any Money Purchase Pension or Banff
      Lifts Pension) shall not exceed the lesser of:

      (a)   the defined benefit limit for the year in which the pension
            commences; and

      (b)   2% of the Member's highest average compensation indexed to the year
            of commencement pursuant to the Income Tax Rules;

      multiplied by the Member's Credited Service. For the purposes of this
      paragraph "defined benefit limit" and "highest average compensation" shall
      have the meanings given to those terms under the Income Tax Rules,
      Credited Service in respect of the period prior to January 1, 1992 shall
      not exceed 35 years, and the phrase "defined benefit limit" in
      subparagraph (a) shall be read as "2/3 or the defined benefit limit" in
      respect of Credited Service granted pursuant to Section 3.04 for periods
      prior to January 1, 1990 that were not previously counted as pensionable
      service under a registered pension plan.

      Any Banff Lifts Pension payable to a Member shall be limited by the
      applicable terms of Appendix A regarding maximum retirement benefits.

10.02 MAXIMUM EARLY RETIREMENT PENSION

      The maximum lifetime pension determined pursuant to Section 10.01 shall be
      reduced by one-quarter of one percent (0.25%) for each complete month by
      which commencement of the pension precedes the earliest of:

      (a)   the date the Member would attain age 60;

      (b)   the date the age and early retirement eligibility service of the
            Member would total 80 years; and

                                      -19-

<PAGE>

      (c)   the date the Member would accrue 30 years of early retirement
            eligibility service;

      if the Member continued to participate in the Plan until that date. For
      the purposes of this paragraph "early retirement eligibility service" has
      the meaning given to that term under the Income Tax Rules.

10.03 BRIDGING BENEFIT LIMITS

      Notwithstanding the other provisions of the Plan, the annual bridging
      benefit payable to a Member under the terms of this Plan shall not exceed
      the maximum amount permitted under the Income Tax Rules.

      The sum of the annual bridging benefit and lifetime pension payable to a
      Member under the terms of this Plan for Credited Service from January 1,
      1992 shall not, in the year of commencement, exceed the sum of:

      (a)   the defined benefit limit for the year of commencement multiplied by
            the Member's Credited Service from January 1, 1992; and

      (b)   25% of the average of the YMPE for the year of commencement and the
            two immediately preceding years multiplied by a fraction the
            numerator of which is the Member's Credited Service (not exceeding
            35 years) accrued after December 31, 1991 and the denominator of
            which is 35.

10.04 MAXIMUM PENSION IN YEARS FOLLOWING COMMENCEMENT

      Notwithstanding the other provisions of the Plan, the annual lifetime
      pension and associated bridging benefits payable under this Plan to a
      Member whose benefits are indexed pursuant to Article 11 in any year
      following the year of commencement (including any benefit payable to a
      Spouse or former Spouse of the Member pursuant to Section 17.04) (and
      excluding any portion of a pension resulting solely from an actuarial
      increase in respect of deferral after the Member's Normal Retirement Date
      and any Money Purchase Pension or Banff Lifts Pension) shall not exceed
      the amount determined under Section 10.01 and 10.02 in the case of the
      lifetime pension and under Section 10.03 in the case of the bridging
      benefits, multiplied by the cumulative increase in the Consumer Price
      Index (as published by Statistics Canada under the authority of the
      Statistics Act) from the month in which the benefit commenced to the
      beginning of the current year. The annual lifetime pension and associated
      bridging benefits payable under this Plan to a Member whose benefits are
      not indexed pursuant to Article 11 shall not increase after payment
      commences.

      Any Banff Lifts Pension payable to a Member shall be limited by the
      applicable terms of Appendix A regarding maximum retirement benefits.

                                   ARTICLE 11

                              INDEXING ADJUSTMENTS

11.01 ADJUSTMENT TO MEMBER'S PENSION

      If a Member elects (or is deemed to elect) to apply all or part of his
      Ancillary Value pursuant to Section 5.04(e) to provide indexing for his
      Money Purchase Pension, and associated bridging benefits if applicable,
      then such pension and benefits shall be indexed at a fixed annual rate to
      the extent that the Commuted Value of the indexing is equal to the
      Ancillary Value allocated to provide the indexing. Such indexing shall not
      exceed:

                                      -20-

<PAGE>

      (a)   in respect the period from the Member's break in Continuous Service
            to the end of the month before payment of his pension commences, the
            percentage increase in the Average Industrial Wage during that
            period; and

      (b)   in respect of the period beginning with the first day of the in
            which payment of his pension commences, 4% per annum.

      The monthly indexed Money Purchase Pension, and associated bridging
      benefits if applicable, shall be increased effective the first day of each
      January following the Member's break in Continuous Service by the addition
      of an amount which is the product of:

      (a)   the monthly amount of such pension, and associated bridging benefits
            if applicable, which is payable or being paid at the end of the
            preceding year;

      (b)   the annual rate of indexing determined under the first paragraph of
            this Section; and

      (c)   in the first year of indexing only, a fraction, the numerator of
            which is the number of calendar months between the commencement date
            of the pension and the December 31 of the same year and the
            denominator of which is 12.

      The Member's Defined Benefit Pension, and associated bridging benefits if
      applicable, shall be indexed to the same extent.

      A Banff Lifts Pension shall be indexed pursuant to the applicable terms of
      Appendix A regarding cost of living increases.

11.02 ADJUSTMENT TO SURVIVOR BENEFIT FROM MONEY PURCHASE AND DEFINED BENEFIT
      PENSIONS

      The monthly amount of a post-retirement survivor pension being paid to a
      Spouse in respect of a deceased Retired Member's Money Purchase Pension
      and Defined Benefit Pension which was indexed pursuant to Section 11.01
      shall be indexed as follows. Such pension shall be increased effective the
      first day of January in each year following commencement of the survivor
      pension by the addition of an amount which is the product of:

      (a)   the monthly amount of survivor pension in respect of such pension
            being paid at the end of the preceding year;

      (b)   the annual rate of indexing that was applicable to the Retired
            Member's pension under Section 11.01; and

      (c)   if the Retired Member's pension on which the survivor pension is
            based commenced payment later than the first day of January in the
            preceding year, a fraction, the numerator of which is the number of
            the calendar months between the commencement date of the Retired
            Member's pension and the December 31 of the same year and the
            denominator of which is 12.

                                      -21-

<PAGE>

      The adjustment pursuant to this Section shall also apply to any guaranteed
      payments of a Money Purchase Pension or Defined Benefit Pension made to a
      Beneficiary following the death of a Retired Member which are based on a
      pension that was indexed pursuant to Section 11.01.

                                   ARTICLE 12

                                     FUNDING

12.01 PENSION FUND

      The Company shall establish and maintain a Pension Fund with a Funding
      Agent pursuant to a Funding Agreement for the purpose of funding the
      benefits under this Plan. The Company may amend or revoke the Funding
      Agreement, remove the Funding Agent and appoint an additional and/or a
      successor Funding Agent as it may deem appropriate. All contributions by
      the Company and Members shall be deposited into the Pension Fund.

      The Pension Fund shall contain one Defined Benefit Account, and a Money
      Purchase Account for each Member who contributes pursuant to Section 14.01
      as follows:

      (a)   Defined Benefit Account The Defined Benefit Account shall consist of
            the assets in the Pension Fund not allocated to the Money Purchase
            Accounts.

      (b)   Money Purchase Account A separate account shall be maintained for
            each Member contributing pursuant to Section 14.01 which shall
            represent the portion of the Pension Fund attributable to the Money
            Purchase Contributions made by the Member .

12.02 INVESTMENT OF PENSION FUND

      The assets of the Pension Fund shall be invested in accordance with the
      terms of the Funding Agreement, the Income Tax Rules and the Act. The
      Company shall adopt a statement of investment policies and goals and the
      Pension Fund shall be invested in compliance with such statement. The
      Company shall direct the investment of the Defined Benefit Account and the
      Members with Money Purchase Accounts shall direct the investment of their
      Money Purchase Accounts in the investment options made available under the
      terms of the Funding Agreement. The earnings, gains and losses arising
      within each such investment option shall be determined in accordance with
      the terms of the Funding Agreement and allocated to the Defined Benefit
      Account and the applicable Money Purchase Accounts not less frequently
      than annually.

12.03 SOLE LIABILITY OF PENSION FUND ASSETS

      Any Member or other person having any claim under the Plan must look
      solely to the assets of the Pension Fund for such benefit. Neither the
      Company, nor any of its directors or officers, shall be liable, in their
      individual or other capacities, to any person for the payment of any
      benefits under the provisions of the Plan, or under the Funding Agreement.

12.04 USE OF EXCESS ASSETS

      Subject to the Act, if the assets in the Defined Benefit Account exceed
      the liabilities attributable to benefits payable from that account then
      the Company may, in its discretion:

                                      -22-

<PAGE>

      (a)   apply such excess assets against any funding required of the Company
            as permitted under Section 13.01;

      (b)   receive on an ongoing basis, upon obtaining any necessary prior
            approval of the applicable regulatory authorities, any portion of
            such excess assets that may be refunded under the Act; or

      (c)   utilize such excess assets for any other purpose as the Company may
            direct and as permitted under the Act and the Income Tax Rules.

12.05 RETURN OF CONTRIBUTIONS TO AVOID REVOCATION

      Any contributions made to the Pension Fund by the Company or a Member may
      be returned to the Company or the Member, as applicable, together with
      Credited Return thereon in the case of any Member Contributions, to the
      extent such return is required to avoid revocation of the registration of
      the Plan under the Income Tax Act (Canada). No monies shall be returned
      without any required prior approval of the appropriate pension regulatory
      authorities and with such reporting for tax purposes as may be required
      under the Income Tax Rules.

                                   ARTICLE 13

                              COMPANY CONTRIBUTIONS

13.01 COMPANY CONTRIBUTIONS TO DEFINED BENEFIT ACCOUNT

      The Company shall, from time to time as required by the Act and the Income
      Tax Rules, make quarterly contributions to the Defined Benefit Account of
      such amounts which, based on the advice of the Actuary, are required to
      provide an appropriate level of funding for the benefits payable from the
      Defined Benefit Account in respect of the following:

      (a)   the normal actuarial cost of defined benefits currently accruing to
            Members in accordance with the provisions of the Plan; and

      (b)   for the proper amortization of any unfunded actuarial liability or
            solvency deficiency in relation to the Defined Benefit Account;

      both in accordance with requirements of the Act, after taking into account
      the assets of the Pension Fund, the earnings thereon, and all other
      relevant factors.

      If at any time, while the Plan continues in existence, the Actuary
      certifies that the assets of the Fund exceed the actuarial liabilities of
      the Plan in respect of benefits defined in the Plan, such excess assets or
      any portion of such assets may be used by the Company to reduce its
      contribution obligation under this Section.

13.02 REMITTANCE OF CONTRIBUTIONS

      The Company shall remit to the Trustee for deposit in the Fund within
      thirty (30) days after the period on which they are due, as recommended by
      the Actuary in the last actuarial report filed in accordance with the Act.

                                      -23-

<PAGE>

                                   ARTICLE 14

                              MEMBER CONTRIBUTIONS

14.01 MEMBER CONTRIBUTIONS

      An Active Member or Disabled Member may elect to contribute to his Money
      Purchase Account. Such Member contributions shall be made by way of
      payroll deduction in the case of an Active Member. A Member may elect to
      continue to contribute during a Leave of Absence for which Credited
      Service accrues pursuant to Section 3.02, or during a period of Total
      Disability for which Credited Service accrues pursuant to Section 3.03 and
      in such case the contributions shall be made by way of direct payment from
      the Member to the Company subject to such rules as the Company may
      prescribe.

14.02 AMOUNT OF MEMBER CONTRIBUTIONS

      A Member who elects to contribute to his Money Purchase Account shall
      select the level of such contribution which shall be a percentage of his
      eligible earnings set at a whole or half integer. A Member's contributions
      shall not, in a calendar year, exceed the lesser of (a) and (b) below:

      (a)   the lesser of:

            (i)   the money purchase limit for the year; and

            (ii)  18% of the Member's Earnings for the year.

            For the purposes of this subsection, "money purchase limit" shall
            have the meaning given to that term under the Income Tax Rules; and

      (b)   the amount of pension credit that the Member would have received for
            accrual of a defined benefit pension pursuant to the formula in
            Section 5.03(a) without the offset under Section 5.03(b)

14.03 MANNER AND FREQUENCY OF ELECTING CONTRIBUTION RATE

      A Member who wishes to elect to contribute and select the level of such
      contributions shall complete the forms prescribed by the Company and such
      election shall be effective as of the date prescribed by the Company. An
      Employee who fails to make such election shall be deemed to have elected
      to make no contributions.

      An Active Member or Disabled Member who is contributing to the Plan may
      revoke the election or change the level of contribution once in each
      calendar year. An Active Member or Disabled Member who is not contributing
      to the Plan may elect to contribute once in each calendar year. Any
      change, election or revocation shall be made not later than 30 days before
      the end of the calendar year and shall be effective on the first day of
      the next calendar year.

14.04 REPAYMENT OF EXCESS MONEY PURCHASE CONTRIBUTIONS

      If the contributions to a Money Purchase Account in respect of a Member
      for a calendar year exceed the limit set out in Section 14.02, the excess
      portion shall be repaid to the Member, subject to any required prior
      approval of a regulatory authority. Following such repayment, the balance
      of the Money Purchase Account

                                      -24-

<PAGE>

      shall be adjusted to reflect this reduction. Such repayment shall be made
      no later than the last day of February in the year following the year in
      which the excess arose.

14.05 INTEREST CREDITED ON MEMBER CONTRIBUTION TO DEFINED BENEFIT PROVISION

      In respect of the Member contributions and/or qualifying transfers made in
      accordance with Section 3.04, an account for these monies shall be set up
      and credited at each Plan Year end with any investment earnings net of all
      investment expenses incurred in the operation of the Pension Fund (herein
      referred to as the net rate of interest). The net rate of interest shall
      be computed by valuing all investments of the Pension Fund at their market
      value. As such, the net rate of interest includes all interest and
      dividend income of the Pension Fund and all realized and unrealized
      capital gains and losses on the investments of the Pension Fund from the
      first of the month following the date of payment into the Pension Fund to
      the month end prior to the date of payment of a benefit in respect of such
      contributions.

      Member contributions, including qualifying transfers if any, with interest
      in excess of fifty (50%) percent of the Actuarial Equivalent value of the
      annual pension benefit (payable at Normal Retirement Date) that has
      accrued to the Member, shall be paid to the Member in cash upon the
      retirement or termination of service of the Member.

      Member contributions, including qualifying transfers if any, with interest
      in excess of fifty (50%) percent of the Actuarial Equivalent value of the
      annual pension benefit (payable at Normal Retirement Date) that has
      accrued to the Member, shall be paid to the Member's Spouse or if no
      Spouse paid to the Member's Beneficiary upon the death of the Member prior
      to retirement.

                                   ARTICLE 15

                                 ADMINISTRATION

15.01 ADMINISTRATOR

      The Company shall be the administrator of the Plan for the purposes of the
      Act and the Income Tax Rules. The Company shall decide all matters and
      questions in respect of the operation, administration and interpretation
      of the Plan. As such, the Company shall be entitled to determine
      conclusively a Member's eligibility, Earnings and periods of continuous
      employment, membership or service or Credited Service. All interpretations
      and decisions shall be applied as nearly as may be possible in a uniform
      manner to all Members similarly situated.

      The Company shall maintain, or cause another person to maintain, such
      records and data as the Actuary may require for the purpose of completing
      actuarial valuations and estimates of required contributions.

      The Company shall be entitled to rely conclusively upon all tables,
      valuations, certifications, opinions and reports which shall be furnished
      by an Actuary, accountant, legal counsel or other professional person who
      shall be employed or engaged for such purposes.

15.02 ACTUARIAL PROCEDURE AND ASSUMPTIONS

      The Company shall from time to time appoint an Actuary, to serve at the
      pleasure of the Company, who shall provide technical advice in all matters
      in connection with the Plan requiring actuarial computations and
      valuations. The Company shall from time to time, in consultation with the
      Actuary, adopt such rates of interest

                                      -25-

<PAGE>

      and mortality, service and other tables as may be required in connection
      with the administration of the Plan whether in connection with
      computations of benefits, contributions by the Company, or otherwise. On
      the basis of such tables as the Actuary may adopt, the Actuary shall make
      a triennial valuation of the assets and liabilities of the Plan and such
      intermediate valuations as the Company may direct.

15.03 ADMINISTRATION EXPENSES

      Any expenses arising in respect of the administration of the Plan and
      Pension Fund, including but not limited to the fees and other expenses and
      charges of any Actuary, auditor or agent employed by the Company in
      connection with the Plan's or Pension Fund's administration, and expenses
      incurred by employees of the Company in the course of administering the
      Plan or Pension Fund, shall be paid from the Pension Fund. If such
      expenses are incurred or paid by the Company it may be reimbursed for such
      expenses from the Pension Fund.

15.04 LIMITATION OF LIABILITY AND INDEMNITY

      The Company shall save harmless any employees who are involved in the
      administration of the Plan from the effects and consequences of their
      acts, omissions and conduct in their formal capacity to the extent
      permitted by law, except for their own willful and intentional malfeasance
      or misconduct.

15.05 PURCHASE OF ANNUITIES

      Pension benefits shall normally be paid from the Pension Fund, however,
      the Company may arrange to purchase an annuity or annuities to provide
      some or all of such pension benefits.

15.06 REQUIREMENTS FOR PAYMENT OF BENEFITS

      A pension or an annuity under the Plan shall be granted by the Company
      only upon application in the manner prescribed by the Company, and after
      submission of satisfactory proof of age of the Member and, if applicable,
      of the Spouse or joint annuitant.

      Age may be proved by an official birth certificate issued by the
      appropriate public authority. If the Member is unable to obtain an
      official birth certificate, evidence of age satisfactory to the Company
      must be produced.

      Payment of any benefit under the Plan other than a pension or annuity
      shall be made only upon application in the manner prescribed by the
      Company and upon submission of any relevant supporting evidence as the
      Company in its discretion may require.

      Any person receiving or claiming a pension or an annuity under the Plan
      shall, on request of the Company, furnish to the Company satisfactory
      evidence of his continuing right thereto.

      Notwithstanding anything in the Plan to the contrary, no cash settlement
      shall be paid under the terms of the Plan where such payment would be
      contrary to the provisions of the Act and the Income Tax Rules.

                                      -26-

<PAGE>

                                   ARTICLE 16

                                   DISCLOSURE

16.01 PLAN SUMMARY

      The Company shall provide each Employee eligible for membership within
      sixty (60) days his date of employment with:

      (a)   a written explanation of the terms and conditions of the Plan
            applicable to him;

      (b)   a written explanation of his rights and obligations in respect of
            the Plan; and

      (c)   any other information required by the Act and the Income Tax Rules.

16.02 NOTICE OF AMENDMENT

      The Company shall provide each Member, Former Member or other person, who
      is or will be affected by an amendment made to the Plan, with a written
      explanation of such amendment within sixty (60) days after the
      registration of the amendment. If the requirement of providing such
      written explanation within the above period is dispensed with in
      accordance with the Act, the Company may provide the explanation with the
      next annual statement.

16.03 ANNUAL STATEMENT

      In addition, the Company shall provide each Active Member with an annual
      statement and a statement on his retirement or termination of Continuous
      Service, and a statement shall be provided to the surviving Spouse or
      Beneficiary on the death of a Member other than a Retired Member. Each
      such statement shall contain the information prescribed under the Act.
      Further, the Company shall provide a Member or other person entitled to
      payment from the Plan with such other information as may be required by
      the Act. If any statement made in such explanation conflicts with the
      provisions of the Plan, the provisions of the Plan shall govern.

16.04 INSPECTION OF DOCUMENTS

      A copy of the Plan and any other information required to be made available
      by the Act shall be made available within thirty (30) days of the written
      request by any person entitled to a benefit under the Plan or the person's
      authorized agent, at the person's current or former place of employment or
      such other location as may be agreed upon by the Company and such person.
      Any person entitled to inspect Plan documents in accordance with this
      Section shall be entitled to make such inspection only once in each
      calendar year.

16.05 OTHER INFORMATION

      The Company shall provide such other information regarding the Plan as is
      required by the Act and the Income Tax Rules.

16.06 LIMITATION

                                      -27-

<PAGE>

      Such explanation, statement or other information provided shall have no
      effect on the rights or obligations of any person under the Plan and shall
      not be referred to in interpreting or giving effect to the provisions of
      the Plan. The Company shall not be liable for any loss or damage claimed
      by any person to have been caused by any error or omission in such
      explanation, statement or other information.

                                   ARTICLE 17

                               FUTURE OF THE PLAN

17.01 POWER TO AMEND

      The Company reserves the right to amend or discontinue the Plan, either in
      whole or in part, at any time or times, subject to the Income Tax Rules
      and the provisions of the Act. Without limiting the generality of the
      foregoing, such right to amend shall include the right to merge the Plan
      with another pension plan or plans, to divide the Plan, to transfer assets
      from the Pension Fund to the pension fund of another registered pension
      plan which assumes liabilities from the Plan, or to convert the Plan to a
      money purchase pension plan.

17.02 NO REDUCTION IN BENEFITS

      No amendment to the Plan shall operate to reduce the amount or the value
      of the benefits which have accrued to Members prior to the date of such
      amendment, provided that the Plan may be amended to reduce benefits
      payable under the terms of the Plan, or to return contributions, where
      such amendment is necessary to avoid the revocation of the registration of
      the Plan under the Income Tax Act (Canada) and prior approval has been
      granted by the applicable provincial regulatory authorities.

      If the Plan is terminated, the Company shall not be obligated to make any
      further contributions to the Plan with respect to service after the date
      of such termination of the Plan except as required under the Act.

17.03 APPLICATION OF ASSETS ON TERMINATION

      If the Plan is terminated or otherwise discontinued, all Members will be
      100% vested in the Defined Benefit Pension and Banff Lifts Pension accrued
      to the date of termination and the assets of the Defined Benefit Account,
      after providing for the expenses of the Plan attributable thereto, shall
      be applied, to the extent sufficient, to provide for the accrued Defined
      Benefit Pensions and Banff Lifts Pensions of Members, Spouses and
      Beneficiaries as determined by the Company, on the advice of the Actuary
      and subject to the requirements of the Act.

      The Money Purchase Accounts of Members affected by the termination shall
      be applied to provide Money Purchase Pensions for the respective Members.

      Subject to the funding requirements under the Act, if the assets of the
      Defined Benefit Account are insufficient to fully provide for all accrued
      Defined Benefit Pensions and Banff Lifts Pensions attributable thereto
      then they shall be applied to provide benefits for affected Members,
      Spouses, and Beneficiaries on a pro rata basis in accordance with their
      respective interest in the Plan as determined by the Company, on the
      advice of the Actuary and in a manner approved by the Alberta
      Superintendent of Pensions.

                                      -28-

<PAGE>

      Any surplus assets which remain in the Defined Benefit Account after the
      satisfaction of all accrued defined benefits as set out above shall be
      returned to the Company. Any distribution of funds will be conditional
      upon the prior approval of the applicable regulatory authorities.

17.04 APPLICATION OF ASSETS ON PARTIAL TERMINATION

      If the Company's participation in the Plan is partially terminated all
      Members affected by the partial termination will be 100% vested in the
      Defined Benefit Pension and Banff Lifts Pension accrued to the date of
      partial termination and a portion of the Defined Benefit Account shall be
      allocated in respect of that part of the Plan which is being terminated.
      The portion of the Defined Benefit Account to be allocated shall be
      determined by the Company on the advice of the Actuary as the lesser of an
      amount sufficient to provide for all accrued Defined Benefit Pensions and
      Banff Lifts Pension of Members affected by the partial windup or a
      proportionate share of the assets of the Defined Benefit Account based on
      the ratio of the partial windup liabilities of the Defined Benefit Account
      to the total windup liabilities of the Defined Benefit Account subject to
      the Act. Such portion of the Defined Benefit Account shall be applied in
      accordance with the provisions of Section 17.03 for the benefit of the
      Members, Spouses and Beneficiaries affected by the partial termination. If
      the assets allocated are insufficient to fully provide for the accrued
      Defined Benefit Pensions and Banff Lifts Pensions of Members affected by
      the partial windup then they shall be applied to provide benefits for
      affected Members as determined by the Company, on the advice of the
      Actuary and in a manner approved by the Alberta Superintendent of
      Pensions. Any surplus assets remaining from such allocated portion after
      the satisfaction of all accrued benefits of all persons affected by the
      partial termination shall be paid to the Company or applied as the Company
      may otherwise direct. Any such distribution shall be conditional upon
      prior approval of the applicable regulatory authorities.

      The Money Purchase Accounts of Members affected by the partial termination
      shall be allocated to the partial termination and applied to provide Money
      Purchase Pensions for the respective Members

17.05 PROVISION OF BENEFITS ON WINDUP

      The benefits determined in accordance with the provisions of Section 17.03
      or 17.04 may be provided by means of:

      (a)   the purchase of annuity contracts from a company or companies
            licensed to provide annuities in Canada;

      (b)   the transfer of benefits to registered pension plans which meet the
            requirements prescribed under the Act and which are willing to
            accept such transfers, registered retirement savings plans or
            registered retirement income funds;

      (c)   the continuation of the Pension Fund; or

      (d)   the payment of cash refunds;

      all as determined by the Company, subject to the requirements of the Act.

17.06 NO LIABILITY FOR APPLICATION ON WINDUP

                                      -29-

<PAGE>

      No liabilities shall attach to the Employer or to the liquidator or
      trustee in bankruptcy, as the case may be, in connection with any
      application of the pension funds in accordance with the provisions of this
      Article 17 provided such application was made in good faith and in
      accordance with the provisions of the Act and the Income Tax Rules.

                                   ARTICLE 18

                            MISCELLANEOUS PROVISIONS

18.01 NON ALIENATION OF BENEFITS

      Except as specifically provided in Section 18.04, benefits payable under
      the Plan may not be assigned, charged, anticipated, surrendered, commuted
      or given as security and any attempt to do so shall be void. Except as
      provided under the Act no benefit payable under the Plan shall be in any
      manner liable for, or subject to, execution, seizure or attachment or
      liable for, or subject to, the debts, contracts, or liabilities of the
      person entitled to such benefit.

18.02 RIGHTS OF MEMBERS

      Nothing in the Plan shall be deemed to give any Employee the right to be
      retained in the employ of the Company and the provisions of the Plan shall
      not interfere with the rights of the Company to discipline its employees.

18.03 SMALL PENSIONS

      If the annual amount of pension payable to a Deferred Member or Retired
      Member at the Member's Normal Retirement Date is less than 4% of the YMPE
      in the year that such Member breaks Continuous Service or if the Commuted
      Value of a benefit payable to a Member when he breaks Continuous Service
      or of a benefit payable to a Spouse or the death of a Member is less than
      20% of the YMPE in that year, then the Member or Spouse, as applicable,
      may elect to receive that Commuted Value in a lump sum in satisfaction of
      his entitlement under the Plan.

18.04 MARRIAGE BREAKDOWN

      Subject to the Act, when an order from a court of competent jurisdiction
      or a valid written domestic contract requiring division of the benefits of
      a Member with a Spouse or former Spouse due to breakdown of marriage or
      dissolution of a common-law relationship has been received by the Company,
      such division shall be made in accordance with such order or contract, as
      determined by the Company and subject to the limitations and requirements
      of the Act and applicable provincial family relations legislation. A
      Member's benefit entitlement shall be adjusted to the extent required to
      reflect such division. When a Member becomes entitled to exercise the
      options available under Section 7.05, a Spouse or former Spouse entitled
      to a division of benefits pursuant to this Section shall also be entitled
      to exercise the options available under Section 7.05 in respect of the
      portion of the benefit allocated to the Spouse, subject to the
      requirements of the Act. Where permitted under the Act, a Spouse entitled
      to a division under this Section may exercise the options available under
      Section 7.05 in respect of the portion of the benefit allocated to the
      Spouse at the time of such division.

18.05 DIMINISHED LIFE EXPECTANCY

                                      -30-

<PAGE>

      Notwithstanding the locking-in provisions of the Plan and the provisions
      of Section 18.01, if a Member provides evidence to the Company that his
      life expectancy is considerably shortened by reason of a terminal illness
      or a disability, the Company may permit payment of the Commuted Value of
      the Member's benefit in a lump sum or may provide for payment of the
      benefit in quarterly or annual instalments.

18.06 LAWFUL CURRENCY

      All contributions and benefit payments under this Plan shall be made in
      the lawful currency of Canada.

18.07 LIMITATION OF RECOURSE

      No Member, retired Member, Former Member, Beneficiary, Spouse or joint
      Annuitant, shall have any recourse under any provisions of this Plan
      against any past, present or future director, officer, shareholder or
      Employee of the Company and all such directors, officers, shareholders and
      Employees shall be free from all liability hereunder as a condition
      hereof.

18.08 PENSION INCREASES

      The Company may from time to time in its discretion elect to grant
      increases in pensions for the purpose of offsetting, in whole or in part,
      increases in the cost of living. Such increases may be granted to Retired
      Members, Spouses or Beneficiaries, or may be applied to any deferred
      pension entitlements of Deferred Members but shall not be granted in
      respect of the twelve (12) month period immediately following the date of
      retirement, death, or termination. Such increases once granted shall not
      be discontinued. The fact of granting of increases pursuant to this
      sub-Article, if any, shall not obligate the Company to grant further
      increases in the future. Any pension increase must be in accordance with
      the Act and the Income Tax Rules.

18.09 HEADINGS

      The division of this Plan into Articles and Sections and the insertion of
      headings are for convenience of reference only and shall not affect the
      construction or interpretation of this Plan.

18.10 GENDER

      Words importing the singular include the plural, as appropriate, and
      vice-versa; words importing the masculine gender include the feminine
      gender.

                                      -31-

<PAGE>

                                   APPENDIX A

                                BANFF LIFTS PLAN

This Appendix contains the text of the Pension Plan for the Employees of Banff
Lifts Ltd. as it read on December 31, 1999. Relevant terms of the Banff Lifts
Plan shall apply to Banff Lifts Members in respect of the Pensionable Service
that they accrued under the terms of the Banff Lifts Plan to December 31, 1999.
For the purposes of this Appendix, the Retirement Plan for Management Employees
of Brewster Transport Company Limited shall be referred to as the Brewster
Transport Plan.

The relevant terms of the Banff Lifts Plan are listed below:

-     Applicable definitions that are used in relevant provisions of Articles 4,
      5, 6, 7, 8 or 9

-     The provisions of Article 4 regarding voluntary contributions and the
      deposit of a refund from another plan to the extent that such
      contributions or deposits have occurred by December 31, 1999. No further
      contributions or deposits are permitted after December 31, 1999.

-     The provisions of Article 5 (early retirement)

-     The provisions of Article 6 (determination of amount of retirement
      benefit)

-     The provisions of Article 7 (pre-retirement death benefits)

-     The provisions of Article 8 (termination of employment)

-     The provisions of Article 9 (forms of retirement benefits)

-     Appendix 1 (listing of pensionable service)

Notwithstanding the above, effective January 1, 2000, certain provisions of the
Banff Lifts Plan shall be interpreted as follows:

1.    Subsection 2.1 "Commuted Value" shall mean the definition of Commuted
      Value as stated in Section 1.09 of this Plan.

2.    Subsection 2.1 "Spouse" shall mean the definition of Spouse as stated in
      Section 1.36 of this Plan.

3.    Subsection 2.1 "Defined Benefit Limit" has the meaning given under the
      provisions of the Income Tax Act of Canada and the Regulations thereunder
      as they apply to registered pension plans.

4.    Section 18.04 "Marriage Breakdown" of this Plan shall be applied with
      respect to the appropriate benefits of the Banff Lifts Plan.

5.    References to "5 years of Continuous Service" or "5 years of continuous
      service" throughout the Banff Lifts Plan shall mean "2 years of Continuous
      Service".

6.    Reference to "the first day of the month following attainment of age 55"
      in subsection 5.2 shall mean "the first day of the month coincident with
      or following attainment of age 50" and the phrase "who has completed at
      least 5 years of Continuous Service" shall be deleted.

7.    Reference to "seventy-first (71st) birthday in subsection 5.3 shall mean
      "sixty-ninth (69th) birthday".

                                      -32-

<PAGE>

8.    Reference to "reduced by 1/2%" in subsection 6.2 shall mean "reduced by
      five-twelfths of one percent (5/12%).

9.    The following words are added to the end of the paragraph in Section 6.2:

      ", provided that such reduction shall not result in a pension that has a
      value less than the Actuarial Equivalent Value of the Member's accrued
      pension payable at the Member's normal retirement date."

10.   Subsection 6.5 shall mean "A Member who is entitled to a pension in
      accordance with the provisions of Sections 5 and 6 shall be eligible to
      transfer the Commuted Value of his pension on a similar basis as those
      options and requirements as described in Section 6.05 of the Brewster
      Transport Plan.

11.   Reference to "age 55" in subsection 8.3 shall mean "age 50".

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<PAGE>

                   RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES OF
                       BREWSTER TRANSPORT COMPANY LIMITED

                               AMENDMENT NUMBER 1

Effective January 1, 2000, the Pension Plan for employees of Brewster Transport
Company Limited (the "Plan") is hereby amended as follows:

1.    Delete the reference to "Section 9.06" in Definition 1.08 and replace with
      "Section 9.05".

2.    Delete Definition 1.09 and replace with the following:

      "1.09  "COMMUTED VALUE" means, in relation to benefits that a person has a
            present or future entitlement to receive, a lump sum amount which is
            the actuarial present value on any specified date of those benefits
            computed at the rate of interest and using the actuarial tables and
            other assumptions as may be adopted by the Company or an authorized
            officer of the Company, subject to the requirements of the Act and
            the Income Tax Act."

3.    Delete the reference to "303" in Definition 1.13 and replace with "3.03".

4.    Delete Section 6.05 (d) and replace with the following:

      "(d)    a life income fund in the name of the Member provided that the
            Spouse of such Member executes and files with the Company a waiver
            in the form required under the Act; or"

5.    Delete Section 7.05 (d) and replace with the following:

      "(d)    a life income fund or locked-in retirement income fund in the name
            of the Member provided the Member had attained age 50 and the Spouse
            of such Member executes and files with the Company a waiver in the
            form required under the Act; or"

6.    Delete Section 15.03 and replace with the following:

      "15.03 ADMINISTRATION EXPENSES

            Any expense arising in respect of the administration of the Plan and
            Pension Fund, but limited to the fees and other expenses and charges
            of any Actuary, auditor or agent employed by the Company in
            connection with the Plan's or Pension Fund's administration may be
            paid from the Pension Fund."

7.    Add the following Section 15.07:

      "15.07 TIMING OF PAYMENT OR TRANSFER

            Where a Member becomes entitled to receive a refund of his Money
            Purchase Account, or to have a benefit paid from the Plan in a lump
            sum or transferred from the Plan, the payment of the balance of the
            Money Purchase Account, or the payment or transfer of the benefit as
            the case may be, shall be made within 60 days after the event giving
            rise to the payment or transfer, or the completion and filing of all
            documents required to authorize the making of the payment, including
            any evidence required under Section 15.06 whichever is the later."

8.    Delete Section 18.03 and replace with the following:

      "18.03 SMALL PENSIONS

                                      -34-

<PAGE>

            If the annual amount of Defined Benefit Pension and Banff Lifts
            Pension payable to a Deferred Member or Retired Member at the
            Member's Normal Retirement Date is less than 4% of the YMPE in the
            year that such Member breaks Continuous Service or if the Commuted
            Value of a benefit payable to a Member when he breaks Continuous
            Service or of a benefit payable to a Spouse on the death of a Member
            is less than 20% of the YMPE in that year, then the Member or
            Spouse, as applicable, may elect to receive that Commuted Value in a
            lump sum in satisfaction of his entitlement under the Plan. In lieu
            of a lump sum, the Member or Spouse, as applicable, may elect to
            transfer, to the extent that the Income Tax Rules allow, the
            Commuted Value to an unlocked registered retirement savings plan."

9.    Delete the phrase "or valid written domestic contract" and the phrase "or
      dissolution of a common law relationship" from Section 18.04.

                   RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES OF
                       BREWSTER TRANSPORT COMPANY LIMITED

                               AMENDMENT NUMBER 2

Effective June 1, 2003, the Retirement Plan for Management Employees of Brewster
Transport Company Limited is hereby amended as follows:

1.    Delete Definition 1.36 and replace with the following:

      "1.36   "SPOUSE" of a Member means, in relation to another person,

            (a)   a person who, at the relevant time, was married to that other
                  person and had not been living separate and apart from that
                  other person for 3 or more consecutive years, or

            (b)   if there is no person to whom sub clause (i) applies, a person
                  who, immediately preceding the relevant time, had lived with
                  that other person in a conjugal relationship

                  (i)   for a continuous period of at least 3 years, or

                  (ii)  of some permanence, if there is a child of the
                        relationship by birth or adoption."

                   RETIREMENT PLAN FOR MANAGEMENT EMPLOYEES OF
                       BREWSTER TRANSPORT COMPANY LIMITED

                               AMENDMENT NUMBER 3

Effective January 1, 2000, the Retirement Plan for Management Employees of
Brewster Transport Company Limited is hereby amended as follows:

1.    Delete Section 6.05 (c) and replace with the following:

      "(c)    a locked-in retirement account in the name of the Member provided
            that the Spouse of such Member executes and files with the Company a
            waiver in the form required under the Act; or"

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