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                                                                    Exhibit 4.20

                                      FINAL

                        DRAXIS RETIREMENT SAVINGS PROGRAM

                          (Effective February 1, 2002)



                                      * * *

Certified to be a true and complete copy of the text of the DRAXIS Retirement
Savings Program effective as at February 1, 2002.


April 21, 2003                                        /s/ Martin Barkin
----------------                                 -------------------------------
DATE                                             MARTIN BARKIN, PRESIDENT & CEO
                                                 DRAXIS HEALTH INC.

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                                      FINAL

TABLE OF CONTENTS

<Table>
<S>                                                                          <C>
SECTION 1 - ESTABLISHMENT OF THE PLAN ........................................1

SECTION 2 - DEFINITIONS ......................................................2

SECTION 3 - ELIGIBILITY AND PARTICIPATION ....................................7

SECTION 4 - CONTRIBUTIONS ....................................................8

SECTION 5 - VESTING .........................................................14

SECTION 6 - IN-SERVICE WITHDRAWALS FROM THE PLAN ............................15

SECTION 7 - INVESTMENT PROVISIONS ...........................................20

SECTION 8 - PAYMENT OF BENEFITS .............................................24

SECTION 9 - DEATH BENEFITS ..................................................26

SECTION 10 - THE FUND .......................................................28

SECTION 11 - ADMINISTRATION OF THE PLAN .....................................31

SECTION 12 - PLAN AMENDMENT AND TERMINATION .................................33

SECTION 13 - GENERAL PROVISIONS .............................................35
</Table>

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SECTION 1 - ESTABLISHMENT OF THE PLAN

1.01  DRAXIS Health Inc. (the "Company") established the DRAXIS Retirement
      Savings Program (the "Plan") effective February 1, 2002, to provide a
      retirement savings vehicle for eligible employees. The Plan is registered
      as a group Registered Retirement Savings Plan.

1.02  The Plan is registered under the Income Tax Act (Canada). Contributions to
      the Plan are tax-deductible, and investment income earned thereon is not
      subject to tax while such income remains in the Plan.

1.03  This document details the rules governing the establishment and
      administration of the Plan, and supplements the terms of Group Policy
      20000470, issued by The Manufacturers Life Insurance Company, covering the
      Plan, which policy is filed with Canada Customs and Revenue Agency.

1.04  The Company reserves the right to amend or discontinue the Plan in whole
      or in part at any time, and at the Company's sole discretion.

                                        1
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SECTION 2 - DEFINITIONS

In this Plan, the following words and phrases shall have the following meanings
respectively, unless a different meaning is required by the context:

2.01  "BENEFICIARY" means the individual or individuals designated by a Member
      or Spouse, pursuant to Section 9.01, to receive any benefits under the
      Plan in the event of the Member's or Spouse's death.

2.02  "COMPANY" means DRAXIS Health Inc., or any successor or continuing company
      resulting from the amalgamation of the DRAXIS Health Inc. and any other
      company, or resulting from any other form of corporate reorganization.
      Where any reference in the Plan is made to any action to be taken,
      consent, approval, or opinion to be given, discretion or decision to be
      exercised or made by the Company, the term Company shall mean DRAXIS
      Health Inc., acting through its Board of Directors or any person or
      persons authorized by that Board of Directors for purposes of the Plan.

2.03  "CONTINUOUS SERVICE" means, with respect to any Employee, the period of
      the Employee's unbroken employment with all Employers calculated, with
      respect to each Employer, from the later of the Employee's last date of
      hire and the date his or her employer becomes an Employer, to the date on
      which such employment is terminated. Continuous Service shall also
      include:

      (1)   leave of absence duly authorized by the Employer, including, but not
            restricted to, leave on account of sickness, accident, disability,
            maternity or parenting;
      (2)   any suspension of employment that lasts less than two years and is
            expected to be temporary in nature or any period of layoff;

                                        2
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      (3)   in the event of a national emergency, the Member's joining the
            Canadian armed forces or engaging full-time in national service work
            for Canada.

      The Continuous Service of an Employee shall be deemed to have been broken
      if:

      (4)   he quits or is discharged, or
      (5)   at the termination of a leave of absence or an extension thereof
            consented to by the Employer, the Employee fails to return to active
            employment.

2.04  "EARNINGS" means the Member's base remuneration received from his or her
      Employer and does not include overtime pay, shift differentials, bonuses
      and any other forms of exceptional payment received from the Employer. A
      Member's Earnings for Plan purposes shall be as determined by the Company.

      Earnings shall not include any contributions made by the Company to the
      Member's Account, pursuant to Section 4.03, or the value of benefits under
      any other benefit plan of the Company which may be included in employment
      income.

2.05  "EFFECTIVE DATE" means February 1, 2002.

2.06  "EMPLOYEE" means:
      (1)   a full-time employee; or
      (2)   a part-time employee who works a minimum of 24 hours per week;
      who is employed by an Employer, is not a designated senior management
      employee, and has not attained age 69. Temporary employees and contract
      employees are not "Employee" for purposes of the Plan.

                                        3
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2.07  "EMPLOYER" means the Company, or any other corporation that is a
      subsidiary or affiliate of the Company within the meaning of the Canada
      Business Corporations Act, that is designated by the Company to
      participate in the Plan and that adopts the terms and provisions of the
      Plan by appropriate action of its officers. The Company's designation or
      removal of an Employer shall be evidenced by a resolution of the Board of
      Directors of the Company.

      As of February 1, 2002, the Employers designated by the Company to
      participate in the Plan are DRAXIS Health Inc., DRAXIMAGE and DRAXIS
      Pharma Inc.

2.08  "EMPLOYER CONTRIBUTION ACCOUNT" means a separate account maintained on
      behalf of a Member, to which Employer contributions made in accordance
      with Section 4.03, together with investment gains and losses thereon, are
      allocated.

2.09  "FUND" means the fund established pursuant to the Plan and the Funding
      Agreement, to which all contributions under the Plan are made, and from
      which all entitlements under the Plan are to be paid.

2.10  "FUNDING AGENT" means an insurance company or trust company appointed by
      the Company from time to time to hold and administer the Fund, and
      includes any combinations or successors thereof. As of February 1, 2002,
      the Funding Agent is The Manufacturers Life Insurance Company.

2.11  "FUNDING AGREEMENT(S)" means such agreement or agreements now or hereafter
      entered into between the Company and the Funding Agent for purposes of the
      Plan, as may be in effect at the relevant time. As of February 1, 2002,
      the Funding Agreement for the Plan is Group Policy No. 20000470 issued by
      The Manufacturers Life Insurance Company.

                                        4
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2.12  "INCOME TAX ACT" means the Income Tax Act (Canada), Statutes of Canada and
      the Regulations thereunder as amended or replaced from time to time.

2.13  "MEMBER" means an Employee who has satisfied the eligibility and
      participation conditions under Section 3, who maintains eligible status
      and who continues to be entitled to benefits or has rights under the Plan.
      "Member" excludes a former Member by whom or in respect of whom all monies
      to which the Member was entitled under all portions of the Plan have been
      paid or transferred in accordance with Section 8.01 or Section 9.04.

2.14  "MEMBER CONTRIBUTION ACCOUNT" means a separate account maintained on
      behalf of a Member, to which Member basic contributions made to the Plan
      in accordance with Section 4.01, together with investment gains and losses
      thereon, are allocated.

2.15  "PLAN YEAR" means the calendar year.

2.16  "PLAN" means the DRAXIS Retirement Savings Program, as amended from time
      to time, which consists of a group RRSP established pursuant to the terms
      of the Income Tax Act.

2.17  "RETIREMENT ACCOUNT" means the aggregate of the Member's Employer
      Contribution Account, Member Contribution Account and Voluntary
      Contribution Account balances.

2.18  "RRSP" means a retirement savings plan that is registered pursuant to
      Section 146 of the Income Tax Act.

2.19  "SPOUSE" means a Member's spouse or common law partner, as defined under
      the Income Tax Act.

                                        5
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2.20  "SPOUSAL ACCOUNT" means an account held for the Spouse of a Member under
      the Plan.

2.21  "UNIT" means a proportionate share in the value of a market based fund in
      which a Member invests.

2.22  "VALUATION DATE" shall mean the date on which the value of a Member's
      Employer Contribution Account, Member Contribution Account and Voluntary
      Contribution Account are determined, and shall be any business day of each
      month, or such other date as the Funding Agent may determine.

2.23  "VOLUNTARY CONTRIBUTION ACCOUNT" means a separate account maintained on
      behalf of a Member, to which Member contributions made to the Plan in
      accordance with Section 4.02, together with investment gains and losses
      thereon, are allocated.

In this Plan document, reference to the male gender will include reference to
the female gender, unless the context otherwise requires, and vice versa. Words
importing the singular number may be construed to extend to include the plural
number and vice versa, as the context shall require.

                                        6
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SECTION 3 - ELIGIBILITY AND PARTICIPATION

3.01  ELIGIBILITY
      Each Employee is eligible to become a Member on the date on which he or
      she becomes an Employee, as determined by the Employer.

3.02  ENROLLMENT FORMS FOR PARTICIPATION

      (1)   To become a Member, an eligible Employee must complete and file with
            the Employer the forms prescribed for such purpose, and provide the
            Employer and the Funding Agent with all other relevant information
            and authorizations as each may require from time to time.

      (2)   If a Member wishes to allocate contributions to a Spousal Account,
            the Spouse must complete and file with the Funding Agent the forms
            prescribed for such purpose, and provide the Funding Agent with all
            other relevant information and authorizations as the Funding Agent
            may require from time to time.

3.03  TERMINATION OF PARTICIPATION
      A Member shall terminate participation in the Plan once all the monies
      held on his behalf in his Retirement Account are distributed.

3.04  RE-EMPLOYMENT
      If an Employee's Continuous Service is terminated and he or she is later
      re-employed by an EmpTloyer, the Employee shall for purposes of the Plan
      be regarded as a newly employed person and, except as otherwise set forth
      in the Plan, Continuous Service shall be counted only from the date on
      which employment resumes.

                                        7
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SECTION 4 - CONTRIBUTIONS

4.01  MEMBER BASIC CONTRIBUTIONS

      (1)   Member basic contributions are not required or permitted for the
            Plan Year 2002 and the Plan Year 2003.

      (2)   Beginning January 1, 2004, and subject to Sections 4.07, 4.08 and
            4.09, a Member who is an Employee may elect to make a basic
            contribution equal to 1%, 2%, 3%, 4% or 5% of his Earnings, or a
            flat dollar amount, in order to receive a matching Company
            contribution as described in Section 4.03(2). A Member's
            contributions hereunder shall be deducted through payroll deductions
            throughout each Plan Year. A Member's basic contributions shall be
            allocated to the Member's Member Contribution Account.

4.02  MEMBER VOLUNTARY CONTRIBUTIONS
      Subject to Sections 4.07, 4.08 and 4.09, a Member who is an Employee may
      elect to make voluntary contributions to the Plan, by payroll deduction or
      in a lump sum, over and above contributions (if any) made by the Member
      under Section 4.01. A Member's voluntary contributions shall be allocated
      to the Member's Voluntary Contribution Account.

4.03 EMPLOYER CONTRIBUTIONS

      (1)   Subject to Sections 4.07, 4.08 and 4.09, for the calendar year 2002,
            the Employer shall contribute to the Plan on behalf of each Member
            who is an Employee on December 31, 2002, an amount equal to 5% of
            Member's Earnings for the calendar year 2002. The Employer's
            contributions under this

                                        8
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            Section 4.03(1) on behalf of each Member shall be pro-rated for
            Members hired in 2002.

      (2)   Subject to Sections 4.07, 4.08 and 4.09, for the calendar year 2003,
            the Employer shall contribute to the Plan on behalf of each Member
            who is an Employee on December 31, 2003, an amount equal to 5% of
            Member's Earnings for the calendar year 2003. The Employer's
            contributions under this Section 4.03(2) on behalf of each Member
            shall be pro-rated for Members hired in 2003.

      (3)   Subject to Sections 4.07, 4.08 and 4.09, beginning with the calendar
            year 2004, the Employer shall contribute to the Plan in each Plan
            Year on behalf of each Member who:

            (a)   has completed at least 12 months of Continuous Service; and
            (b)   is Employee on December 31 of that Plan Year;

            a 100% match of Member contributions made pursuant to Section
            4.01(2) during that Plan Year, up to a maximum of 5% of the Member's
            Earnings.

            The Employer's contributions under this Section 4.03 for any given
            Plan Year shall be remitted to the Fund, and allocated to the
            Members' Employer Contribution Accounts in arrears once per year, on
            or immediately prior to December 31 of the Plan Year.

4.04  TRANSFERS

      (1)   A Member may transfer into the Plan any tax-sheltered amount to
            which he or she is entitled from a plan sponsored by a former
            employer, or from a personal

                                        9
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            registered retirement savings plan, subject to any locking-in
            requirements under applicable pension legislation. The Employer
            shall not contribute under Section 4.03 with respect to any amounts
            transferred into the Plan in accordance with this Section 4.04(1).

      (2)   Amounts transferred into the Plan in accordance with Section 4.04(1)
            shall be allocated to the Member's Voluntary Contribution Account.
            Locked-in amounts transferred from another pension plan will be
            tracked separately.

4.05  CHANGES IN CONTRIBUTION RATES
      At any time during a Plan Year, a Member may elect in writing to increase
      or decrease his or her contribution rate, or to suspend the Member's
      contributions under the Plan for the remainder of the Plan Year. Any such
      change in contribution rate shall be effective as soon as practicable
      after the Employer receives written notice thereof, after taking into
      account payroll processing requirements.

4.06  SPOUSAL ACCOUNTS
      (1)   Subject to Sections 3.02(2) and 4.09, a Member may direct that all
            or any part of his or her contributions under Sections 4.01 and
            4.02, or the Employer's contributions under Section 4.03, be
            allocated to a Spousal Account.

      (2)   A direction under Section 4.06(1) shall remain in effect until
            expressly revoked or otherwise amended by the Member, in writing and
            in the form and manner prescribed by the Funding Agent.

      (3)   At any time, a Member may change or revoke a direction given under
            Section 4.06(1) in respect of future contributions. Any change in
            allocation pursuant to this Section 4.06(3) shall be effective as
            soon as practicable after

                                       10
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            the Funding Agent receives written notice thereof, after taking into
            account processing requirements. A direction issued pursuant to this
            Section 4.06(3) shall not be effective to restore amounts in the
            Spousal Account to the Member's Retirement Account.

      (4)   The Spouse shall be the owner of the Spousal Account, and shall have
            all rights and privileges of an owner as set forth in respect
            thereof. Information in respect of the Spousal Account shall be
            provided solely to the Spouse.

4.07  MAXIMUM CONTRIBUTIONS
      (1)   The aggregate contributions made by or on behalf of a Member under
            the Plan in each Plan Year under Sections 4.01, 4.02 and 4,03 shall
            not exceed the Member's RRSP deduction limit, as defined by the
            Income Tax Act, for that Plan Year.

      (2)   Contributions made by an Employer on behalf of a Member under the
            Plan in each Plan Year shall not exceed the difference between
            $13,500 and the Member's contributions under Sections 4.01 and 4.02.

      (3)   The Member shall be solely responsible for:
            (a)   determining his or her RRSP deduction limit under the Income
                  Tax Act for each Plan Year;
            (b)   notifying the Employer and the Funding Agent of such limit;
                  and
            (c)   ensuring that such limit is not exceeded.

      (4)   Any penalty payable under the Income Tax Act as a consequence of
            contributions under Section 4 exceeding the Member's RRSP deduction
            limit shall be payable by the Member. The Company, any Employer and
            the

                                       11
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            Funding Agent shall bear no responsibility to the Member in respect
            of any such penalty or penalties.

4.08  PROOF OF RRSP DEDUCTION LIMIT

      (1)   Notwithstanding Sections 4.07(3) and 4.07(4), the Employer shall
            have the right to require confirmation of the Member's RRSP
            deduction limit under the Income Tax Act for each Plan Year
            including, without limitation, by requiring delivery to the Employer
            of a copy of the Member's Registered Retirement Savings Plan (RRSP)
            Deduction Limit Statement from the Member's most recent Notice of
            Assessment (or Notice of Reassessment, as applicable) issued by the
            Canada Customs and Revenue Agency.

      (2)   If, in the Employer's judgement, the Member fails to provide
            adequate confirmation of the Member's RRSP deduction limit, or the
            evidence presented indicates that the Member has a lower RRSP
            deduction limit than previously advised, the Employer may do one or
            more of the following:
            (a)   for contribution purposes, the Employer may use the lower RRSP
                  deduction limit or where, in the Employer's judgement,
                  inadequate confirmation has been provided, zero (the "revised
                  RRSP deduction limit");
            (b)   where the sum of the contributions made to date for the Plan
                  Year by the Member and by the Employer in respect of the
                  Member exceed the Member's revised RRSP deduction limit, the
                  Employer may, in its absolute discretion:

                  (i)   require the Member and, if applicable, the Member's
                        Spouse to instruct the Funding Agent to return, at the
                        Member's expense,

                                       12
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                        all excess contributions to the respective Member and
                        the Employer in the proportion contributed by each; or
                  (ii)  require the Member to pay to the Employer that portion
                        of the excess contributed by the Employer in respect of
                        the Member.

4.09  LATEST AGE FOR HOLDING RETIREMENT ACCOUNT

      (1)   Notwithstanding anything to the contrary in the Plan, no
            contribution shall be made to a Member's Retirement Account
            following the end of the payroll period immediately before that in
            which the Member attains age 69. At the end of such payroll period,
            the Member shall be deemed to have retired for purposes of the Plan
            and benefits shall be paid or transferred at the election of the
            Member in accordance with Section 8. If no election is made prior to
            December 31 in such year, the Member's Retirement Account shall be
            liquidated as of that date (or the last business day prior to such
            date) and the proceeds paid to the Member net of taxes withheld as
            required by law.

      (2)   Notwithstanding anything to the contrary in the Plan, no
            contribution shall be made to a Spousal Account following the
            Spouse's attainment of age 69. Upon attainment of age 69, the Spouse
            shall be deemed to have retired for purposes of the Plan, and
            benefits shall be paid or transferred at the election of the Spouse
            in accordance with Section 8. If no election is made prior to
            December 31 in such year, the Spousal Account shall be liquidated as
            of that date (or the last business day prior to such date), and the
            proceeds paid to the Spouse net of taxes withheld as required by
            law.

                                       13
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SECTION 5 - VESTING

5.01  VESTING

      Each Member shall be fully and immediately vested in all amounts credited
      to his Retirement Account, or to the Spousal Account established under the
      Plan for his Spouse.

                                       14
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SECTION 6 - IN-SERVICE WITHDRAWALS FROM THE PLAN

6.01  IN-SERVICE WITHDRAWALS

      (1)   Subject to any restrictions applicable to locked-in amounts under
            applicable pension legislation, a Member may withdraw or transfer to
            another tax- sheltered retirement savings vehicle all or any portion
            of his or her Voluntary Contribution Account balance at any time,
            without penalty, by giving written notice to the Funding Agent, in
            the form required by the Employer and Funding Agent for such
            purpose.

      (2)   A Member may withdraw all or any portion of his or her Member
            Contribution Account or Employer Contribution Account at any time,
            subject to the penalties set out in Section 6.01(3) below, by giving
            written notice to the Funding Agent in the form required by the
            Employer and Funding Agent for such purpose.

      (3)   Except where such withdrawal is in accordance with Section 6.03, if
            a Member elects to withdraw all or any portion of his Member
            Contribution Account or Employer Contribution Account, the Member
            shall not be entitled to receive Employer contributions pursuant to
            Section 4.03 in respect of the period commencing on the date of such
            withdrawal, and ending on the January 1 following 12 months from the
            date of such withdrawal.

6.02  HOME BUYERS PLAN AND LIFE LONG LEARNING PLAN LOANS
      (1)   LOANS AND REPAYMENTS
            A Member may borrow funds from his or her Retirement Account, for
            purposes of participating in the "Home Buyers Plan" or the "Life
            Long

                                       15
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            Learning Plan" administered by the Funding Agent in accordance with
            the Income Tax Act.

            The Member may repay any such loans to his or her Retirement Account
            by way of additional voluntary contributions to his or her
            Retirement Account. Such voluntary contributions shall not receive
            any Employer matching contributions under Section 4.03.

      (2)   COMPLIANCE AND PENALTIES
            The Member shall be solely responsible for:
            (a)   ensuring that he or she satisfies qualification requirements
                  applicable under the Income Tax Act to the "Home Buyers Plan"
                  or the "Life Long Learning Plan"; and
            (b)   the repayment of any loans made under Section 6.02(1) in
                  accordance with requirements under the Income Tax Act.
            Any penalties levied against the Member for failure to comply with
            Income Tax Act requirements shall be payable by the Member. The
            Employer shall not be responsible for the payment of any such
            penalty applied by the Canada Customs and Revenue Agency.

      (3)   CONTRIBUTION CONDITIONS
            A Member who borrows funds from his or her Retirement Account
            pursuant to this Section 6.02 may continue to make basic
            contributions in accordance with Section 4.01 without interruption
            and, in respect of such contributions, shall continue to qualify for
            the Employer contributions under Section 4.03. A Member may also
            continue to make additional voluntary contributions in accordance
            with Section 4.02, without interruption.

                                       16
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            Notwithstanding Section 6.03(2) a Member who borrows funds from his
            or her Retirement Account pursuant to this Section 6.03, and who
            elects to cease his or her basic contributions under Section 4.01,
            shall not qualify for the Employer matching contribution under
            Section 4.03 for the period such contributions have ceased. The
            Member may resume contributions to the Plan on the first day of any
            month following the month in which the loan is taken.

6.03  WITHDRAWAL DUE TO ECONOMIC HARDSHIP
      (1)   CONDITIONS
            While a Member remains in Continuous Service, the Employer may, at
            its absolute discretion and upon the acceptance by the Employer of
            evidence of financial hardship, permit a Member who is undergoing
            economic hardship, as determined by the Employer, to withdraw all or
            any part of his or her Retirement Account balance, without penalty.

      (2)   PENALTIES
            A Member who is permitted to make a hardship withdrawal pursuant to
            Section 6.03(1) may continue to make basic contributions in
            accordance with Section 4.01 without interruption and, in respect of
            such contributions, shall continue to qualify for the Employer
            contributions under Section 4.03. A Member may also continue to make
            additional voluntary contributions in accordance with Section 4.02,
            without interruption.

6.04  FORM OF PAYMENT
      Subject to the Income Tax Act, loans and withdrawals from the Plan
      pursuant to this Section 6 shall be paid as a lump sum, net of taxes
      withheld if and to the extent required by law.

                                       17
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6.05  TRANSFER OR WITHDRAWAL ON BREAKDOWN OF SPOUSAL RELATIONSHIP

      (1)   Subject to the Income Tax Act, upon the breakdown of the Member's
            spousal relationship, a Member may assign or convey a portion of his
            or her Retirement Account to his or her Spouse or former Spouse,
            subject to the following:

            (a)   the Member who makes a transfer described in Section 6.05(1)
                  shall continue to participate in and contribute to the Plan
                  without interruption;
            (b)   the Spouse may elect to receive the amount payable under this
                  Section 6.05 in the form of:
                  (i)   a lump sum payment net of taxes withheld as required by
                        law;
                        or
                  (ii)  a transfer of the amount to another tax-sheltered
                        retirement saving plan vehicle in accordance with the
                        Income Tax Act.

      (2)   CONDITIONS OF PAYMENT
            Benefits payable to a Member's Spouse under Section 6.05 shall be
            paid from the Plan following receipt by the Employer of the
            following:

            (a)   written proof of the end of the spousal relationship in the
                  form of a court order or a separation agreement; and
            (b)   any forms required for such purposes by the Funding Agent.

      (3)   DEEMED ELECTION
            If the Spouse fails to make an election as required under Section
            6.05(1)(b) within 90 days after receiving notice of the settlement
            options available to him or her under Section 6.05(1)(b), the Spouse
            shall be deemed to have elected to

                                       18
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            receive such benefits as a lump sum, net of taxes withheld as
            required by law, and shall not be entitled to make any further
            election.

6.06  TAXES ON WITHDRAWAL FROM SPOUSAL ACCOUNT

      (1)   Any withdrawal from the Spousal Account will be taxed as if it were
            income to the Member if the Member has contributed to any spousal
            RRSP account, including the Spousal Account, in the year of that
            withdrawal, or in the two preceding calendar years, except in the
            following situations:
            (a)   The Member and his or her Spouse are living separate and apart
                  by reason of marriage breakdown at the time the withdrawal
                  from the Spousal Account is received by the Spouse.
            (b)   The withdrawal from the Spousal Account occurs in the year of
                  the Member's death.
            (c)   Either the Member or his or her Spouse is not resident in
                  Canada at the time the withdrawal from the Spousal Account
                  would otherwise be included in the Member's income.
            (d)   The withdrawal from the Spousal Account is for the purposes of
                  a direct tax-sheltered transfer to another RRSP for the
                  Spouse's benefit.
            (e)   The Spousal Account is converted into retirement income, and
                  the Spouse has received no more than the regular annuity
                  payment (if an annuity purchased for the Spouse) or the
                  minimum registered retirement income fund payment required by
                  law.

      (2)   Any withdrawal from a Spousal Account that is not taxable to the
            Member pursuant to Section 6.06(1) will be taxed as if it were
            income to the Spouse.

                                       19
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SECTION 7 - INVESTMENT PROVISIONS

7.01  INVESTMENT ELECTION

      Each Member is required to direct the investment of the Member's
      Retirement Account balance, and each Spouse is required to direct the
      investment of his or her Spousal Account, both in accordance with the
      investment options made available by the Company under Section 7.02. Any
      such direction shall be made in writing by the Member or Spouse, as
      applicable, in the manner prescribed by the Company. Such direction shall
      continue in force until changed by the Member or Spouse, as applicable.

      A Member or Spouse who does not provide investment direction shall deemed
      to have elected to have the Member's Retirement Account balance, or
      Spousal Account balance as applicable, invested in the investment option
      described in Section 7.02(6).

7.02  INVESTMENT OPTIONS
      The Company shall determine the investment options to be offered under the
      Plan. The investment options offered under the Plan are:

      (1)   a Canadian balanced fund;
      (2)   a Canadian equity fund;
      (3)   a Canadian fixed income fund;
      (4)   a U.S. equity fund
      (5)   an international or global equity fund;
      (6)   a Canadian money market fund; and
      (7)   1, 3, and 5 year guaranteed interest accounts,

                                       20
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      and any other investments selected by the Company from time to time. The
      Company reserves the right to change the investment manager and investment
      funds offered under the Plan at its sole discretion.

7.03  FOREIGN PROPERTY LIMIT

      (1)   The Members' Retirement Accounts and the Spousal Accounts shall at
            all times be subject to the limit prescribed under the Income Tax
            Act on foreign property, as defined by Section 206(1) of the Income
            Tax Act.

      (2)   Each Member or, if applicable, each Member's Spouse for whom a
            Spousal Account is being maintained, is solely responsible for
            ensuring that that the assets held in his or her Retirement Account
            or Spousal Account, as applicable, do not exceed the limit on
            foreign property set forth in Section 206(2) of the Income Tax Act.

      (3)   Any tax levied pursuant to Section 206(2) of the Income Tax Act, or
            pursuant to any other tax provision or statute, as a consequence of
            the foreign content in a Member's Retirement Account or a Spousal
            Account exceeding the limit set forth in that provision or statute,
            shall be the sole responsibility of the Member or Spouse, whichever
            is applicable. The Company, the Employer(s) and the Funding Agent
            shall bear no liability to the Member or Spouse in respect of such
            tax.

7.04  CHANGE OF INVESTMENT ELECTION

      (1)   FUTURE CONTRIBUTIONS
            (a)   A Member or Spouse, as applicable, may revise his or her
                  investment direction provided under Section 7.01 with respect
                  to future

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                  contributions to the Plan at any time, by notifying the
                  Funding Agent in writing, or in any other manner as may be
                  acceptable to the Funding Agent.
            (b)   The Spouse of a Member for whom a Spousal Account is being
                  maintained may revise his or her investment direction provided
                  under Section 7.01 with respect to future contributions to the
                  Plan at any time, by notifying the Funding Agent in writing,
                  or in any other manner as may be acceptable to the Funding
                  Agent.

            Any change in investment direction under Section 7.04(1)(a) or
            7.04(1)(b) shall be effective as soon as practicable after the
            Funding Agent receives notice thereof, after taking into account
            processing requirements.

      (2)   EXISTING ACCOUNT BALANCES
            (a)   A Member may elect to re-allocate his Retirement Account
                  balance among the various investment options available under
                  the Plan at any time, by notifying the Funding Agent in
                  writing, or in any other manner as may be acceptable to the
                  Funding Agent.
            (b)   A Spouse may elect to re-allocate his or her Spousal Account
                  balance among the various investment options available under
                  the Plan at any time, by notifying the Funding Agent in
                  writing, or in any other manner as may be acceptable to the
                  Funding Agent.

            Any re-allocation of account balances under Section 7.04(2)(a) or
            7.04(2)(b) shall be shall be effective as soon as practicable after
            the Funding Agent receives notice thereof, after taking into account
            processing requirements.

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7.05  VALUATION OF FUNDS
      The value of each Member's Retirement Account and Spousal Account shall be
      determined not less frequently than monthly, to take into consideration
      the allocation of net investment income, net realized and unrealized
      capital gains and losses, investment management fees and any other
      applicable expenses. The value of each Member's Retirement Account and of
      each Spousal Account shall be computed having regard to the terms of the
      Funding Agreement.

7.06  LIMITATION OF LIABILITY
      The Company and the Employer(s) bear no responsibility for investment
      choices made by Members and their Spouses. If any kind of loss or damages
      arises with respect to the selection of an investment option by a Member,
      or the Spouse of a Member for whom a Spousal Account is being maintained,
      no Member or Spouse shall have any claim whatsoever against the Company or
      any Employer concerning the loss or damages.

7.07  PROHIBITED INVESTMENTS
      No part of the assets in the Fund shall be invested in notes, bonds,
      debentures, bankers' acceptances or similar obligations of the Company or
      of a corporation with whom the Company does not deal at arm's length, or
      in the shares of a corporation, at least 50% of the property of which
      consists of notes, bonds, debentures, bankers' acceptances or similar
      obligations of the Company or corporations with whom the Company does not
      deal at arm's length. It is provided, however, that if the Income Tax Act
      is amended to permit any such investments, then such investments will be
      permitted by the Plan to the extent permitted by the Income Tax Act.

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SECTION 8 - PAYMENT OF BENEFITS

8.01  BENEFITS ON TERMINATION OF CONTINUOUS SERVICE OR RETIREMENT
      Subject to the Income Tax Act, and subject to any locking-in requirements
      applicable to amounts transferred from a registered pension plan to this
      Plan, upon a Member's retirement or termination of Continuous Service
      other than by death, the Member or Member's Spouse, as applicable, shall
      elect to have his or her Retirement Account or Spousal Account, as
      applicable, paid as a lump sum, net of taxes withheld as required by law,
      or transferred to:

      (1)   a financial institution to purchase an annuity in accordance with
            the Income Tax Act;
      (2)   a RRSP in the Member's name or Spouse's name as applicable, either
            with the Funding Agent or another financial institution;
      (3)   a Registered Retirement Income Fund in the Member's name or Spouse's
            name as applicable, either with the Funding agent or another
            financial institution; or
      (4)   a registered pension plan for the benefit of the Member or Spouse as
            applicable, if that plan will accept the transfer.

8.02  AUTOMATIC FORM
      A Member or, if applicable, a Member's Spouse who fails to make an
      election under Section 8.01 within 90 days following termination of
      Service shall be deemed to have elected to receive the balance of the
      Member's Retirement Account or Spousal Account, as applicable, paid in a
      lump sum.

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8.03  BENEFITS ON BREAKDOWN OF SPOUSAL RELATIONSHIP
      Subject to the Income Tax Act and Section 6.05, upon a the breakdown of a
      Member's spousal relationship, the Spouse shall elect to have his or her
      Spousal Account paid as a lump sum, net of taxes withheld as required by
      law, used to purchase an annuity from the Funding Agent, or transferred to
      a vehicle described in Section 8.01(1) to (4) inclusive.

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SECTION 9 - DEATH BENEFITS

9.01  BENEFICIARY DESIGNATION
      A Member and/or the Spouse of a Member for whom a Spousal Account is being
      maintained, may each designate a Beneficiary, upon written notice, signed
      by the Member or Spouse, whichever is applicable, and filed with the
      Employer. Subject to any applicable law governing the designation of
      beneficiaries, a designation may be revoked or amended in the same manner.

9.02  DEATH IN SERVICE
      In the event of the death of a Member or the Spouse of a Member for whom a
      Spousal Account is being maintained, the Member's Beneficiary or the
      Spouse's Beneficiary, whichever is applicable, shall be entitled to
      receive the full balance in the Member's Retirement Account or Spousal
      Account, as applicable, remaining in the Plan.

9.03  CONDITIONS OF PAYMENT
      Death benefits shall be paid from the Plan only after the Employer has
      received:

      (1)   written proof of the Member's death or the Spouse's death, as
            applifable,
      (2)   the forms required for such purpose from the Beneficiary, as
            required by the Funding Agent; and
      (3)   satisfactory proof of the Beneficiary's entitlement.

9.04  FORM OF PAYMENT
      The death benefit payable under Section 9.02 shall be paid to the
      Beneficiary in the form of a lump sum payment, net of taxes withheld as
      required by law.

                                       26
<Page>

      If the Beneficiary of a Member is his or her Spouse, or if the Member is
      the Beneficiary in respect of a Spousal Account upon the death of his
      Spouse, the Beneficiary may elect, in lieu of a lump sum payment, to have
      his or her entitlements paid or transferred to:

      (1)   a RRSP in his or her name, either with the Funding Agent or another
            financial institution;
      (2)   a Registered Retirement Income Fund in his or her name, either with
            the Funding Agent or another financial institution; or
      (3)   a registered pension plan for the benefit of the Beneficiary, if
            that plan will accept the transfer.

9.05  DEEMED ELECTION
      If a Beneficiary fails to make an election required under Section 9.04
      within 90 days after receiving notice of the settlement options available
      in respect of his or her entitlements, the Beneficiary shall be deemed to
      have elected to receive any benefits to which he or she is entitled under
      the Plan in a lump sum, net of taxes withheld as required by law, and
      shall not be entitled to make any further election.

9.06  PROVISION OF BENEFITS
      Any Member or other person having any claim under the Plan must look
      solely to the assets of the Plan for such benefit. No person shall have
      any right to or interest in any part of the assets of a Plan except as,
      and to the extent, provided from time to time under the Plan, the Funding
      Agreement and applicable law. Under no circumstances shall any liability
      attach to the Company, any Employer, or any officer, stockholder,
      director, or employee of the Company or of any Employer for payment of any
      benefits or claims under the Plan.

                                       27
<Page>

SECTION 10 - THE FUND

10.01 ADMINISTRATION
      The Fund shall be administered by the Funding Agent in accordance with the
      Funding Agreement, the Plan, the Income Tax Act and any other legislation
      governing the administration, investment or maintenance of registered
      retirement savings plans under the Income Tax Act. All payments under the
      Plan shall be made from the Fund. The fiscal year of the Fund shall be the
      Plan Year.

10.02 PLAN EXPENSES
      Annual administrative and record-keeping fees that are charged on a
      per-person basis, and any other expenses required to operate the Plan that
      are charged in a per-person basis, shall be paid by the Employer.

      Investment management expenses and other asset-based expenses relating to
      the administration and operation of the Fund shall be deducted from each
      Member's Retirement Account and from each Spousal Account, or deducted
      from the market value of the assets prior to the determination of Unit
      values.

10.03 MEMBERS AND SPOUSES HAVE NO INTEREST IN SPECIFIC ASSETS
      Nothing in this Plan or in the Funding Agreement shall be deemed to give
      any Member or Spouse any interest in any specific property of the Fund or
      any interest, other than his or her right to receive payments in
      accordance with the provisions herein contained.

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<Page>

10.04 NO DIVERSION OF ASSETS
      No part of the capital or income of the Fund shall be used for, or
      diverted to, purposes other than for the exclusive benefit of Members,
      Spouses and Beneficiaries, as provided under the terms of the Plan.

10.05 PURCHASE OF ANNUITY
      The following conditions shall apply to the purchase of annuities with a
      Member's Retirement Account balance, or with a Spousal Account balance:

      (1)   the annuity shall be purchased by the Funding Agent from an
            insurance company selected by the Member or Spouse (the
            "Purchaser"), in accordance with the direction of the Employer
            acting on behalf of the Purchaser;
      (2)   the annuity may be in the form of a life annuity, with or without a
            guaranteed term, payable to the Purchaser for the Purchaser's
            lifetime or for the Purchaser's and his or her spouse's lifetime,
            and to the survivor of them for his or her life;
      (3)   a fixed term annuity may be purchased as provided for under the
            Income Tax Act. A fixed term annuity provided under the Plan shall
            be purchased by the Funding Agent from a financial institution
            acceptable under the Income Tax Act and selected by the Purchaser,
            in accordance with the direction of the Employer acting on behalf of
            the Purchaser;
      (4)   the Purchaser must provide instructions to the Employer at least 30
            days prior to the purchase date of an annuity;
      (5)   where the annuity being purchased is a life annuity, the Purchaser
            will be required to furnish proof of age satisfactory to the
            insurance company;
      (6)   any annuity payable hereunder shall not be assigned in whole or in
            part;

                                       29
<Page>

      (7)   where the annuity is payable for a fixed or guaranteed term and the
            Purchaser dies prior to the expiry of such term, the value of the
            remaining payments under the term of the annuity shall be paid to
            the Purchaser's Beneficiary as a lump sum; and
      (8)   any annuity purchase hereunder shall be payable in equal annual or
            more frequent periodic instalments except to the extent to which
            variation in the periodic amount is permitted under the Income Tax
            Act.

                                       30
<Page>

SECTION 11 - ADMINISTRATION OF THE PLAN

11.01 RESPONSIBILITY OF ADMINISTRATION
      The administrator of the Plan shall be the Company. The Company shall
      determine all matters relating to administration, interpretation and
      application of the Plan in accordance with the terms of the Plan, Funding
      Agreement and the Income Tax Act.

11.02 FUNDING AGENT AND COMPANY RECORDS
      The Funding Agent and the Company shall keep or cause to be kept such
      records as may be necessary or appropriate in order to discharge their
      duties under the Plan. Whenever such records are used for purposes of the
      Plan they shall be conclusive of the facts with which they are concerned.

11.03 STATEMENT OF BENEFITS
      A Statement of Benefits shall be issued to each Member and to each Spouse
      on a quarterly basis, showing amounts held by the Funding Agent in the
      Member's Retirement Account or Spousal Account, as applicable, as at the
      end of each such period.

11.04 ISSUANCE OF RECEIPTS
      The Funding Agent shall deliver to each Member an RRSP contribution
      receipt with respect to all contributions made to the Member's Retirement
      Account or to a Spousal Account maintained under the Plan for his or her
      Spouse, in the period to which the receipt relates. Such receipts will be
      issued with respect to:

      (1)   the first 60 days of each Plan Year; and
      (2)   the portion of each Plan Year other than that described in Section
           11.04(1).

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<Page>

      Each Member shall receive tax receipts from the Funding Agent reporting
      contributions made by the Member to his Retirement Account or Spousal
      Account, so that such contributions may be deducted from the Member's
      taxable income within the limits allowed under the Income Tax Act.

11.05 TAX REPORTING
      On the Member's termination of employment, retirement, death or on the
      termination of the Plan, the Funding Agent will be responsible for tax
      reporting of payments made to the Member or to a Spouse.

11.06 WRITTEN EXPLANATION OF THE PLAN
      The Company shall provide each Member with written explanations of the
      terms and conditions of the Plan, together with an explanation of the
      rights and duties of the Member, and any related Plan documentation
      required by the Funding Agent in order to file the Plan for registration
      with Canada Customs and Revenue Agency.

11.07 INFORMATION FROM MEMBERS
      The Funding Agent or Employer may require a Member to file with it, on a
      form provided for that purpose, such information concerning the Member and
      his Beneficiary as may reasonably be required for administration of the
      Plan.

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<Page>

SECTION 12 - PLAN AMENDMENT AND TERMINATION

12.01 CONTINUATION OR TERMINATION OF THE PLAN
      The Company intends to maintain the Plan indefinitely, but reserves the
      right to amend or terminate the Plan either in whole or in part, subject
      to the applicable provisions, if any, under the Income Tax Act and any
      administrative rules and regulations of Canada Customs and Revenue Agency.

      If the Plan is terminated, the Employer shall not be obligated to make any
      further contributions to the Plan after the date of such termination.

12.02 DISTRIBUTIONS UPON TERMINATION OF THE PLAN
      The assets of the Plan shall be distributed in a manner consistent with
      the requirements of the Income Tax Act.

      Each Member's Retirement Account and each Spousal Account shall be
      distributed to the Member or Spouse, as applicable, in accordance with
      Section 8.01.

12.03 AMENDMENT OF THE PLAN
      No amendment shall operate to reduce the amount of contributions which has
      accrued to the credit of any Member or any individual entitled to an
      amount under the Plan prior to the date of such amendment, nor shall the
      Company have the power to make any amendment which would cause or permit
      any portion of the contributions to be diverted for purposes other than
      those prescribed by the provisions of the Plan, and any applicable
      administrative rules and regulations of Canada Customs and Revenue Agency
      applicable to group registered retirement savings plans.

                                       33
<Page>

      Any modification or amendment of the Plan that is deemed necessary or
      desirable to bring the Plan into conformity with applicable laws or
      regulations may be made, retroactively if necessary.

12.04 LIABILITY
      No liability shall attach to the Company in connection with the
      application of the Fund pursuant to this Section 12, provided that such
      application is made in good faith and in accordance with the provisions of
      the Income Tax Act and the rules and regulations of Canada Customs and
      Revenue Agency.

                                       34
<Page>

SECTION 13 - GENERAL PROVISIONS

13.01 LIMITATION OF LIABILITY
      Except for willful misconduct, gross negligence or fraud, the Company, the
      Employer(s) and the Funding Agent shall not be in any way subject to any
      legal liability to any Member, or to anyone claiming under him, for any
      cause or reason or thing whatsoever in connection with this Plan and the
      Fund.

13.02 GENERAL STANDARD OF CARE
      The Company, the Employer(s) and the Funding Agent will discharge all the
      powers and duties conferred hereunder with the care, skill, diligence and
      prudence which would be employed by any professional acting in a like
      capacity. The Company shall act in the best interests of the Members where
      there is any decision to be made or action to be taken.

13.03 NON-GUARANTEE OF EMPLOYMENT
      The establishment and implementation of this Plan does not constitute an
      enlargement of any right which a Member may have as an Employee apart from
      this Plan. Participation in this Plan does not confer the right on a
      Member to require the Company or an Employer to continue him in its
      employment, and if the employment of the Member is terminated, the Member
      shall have only such rights as are provided for under the Plan.

13.04 PAYMENTS TO MINORS AND INCOMPETENTS
      If any person entitled to receive any payment is at the time of such
      payment a minor or is physically, mentally, or legally incompetent to
      receive such payment or to give a valid release therefore, the payment may
      be made to a legally appointed representative of the person to whom the
      payment is being made for the person's benefit. Any such

                                       35
<Page>

      payment shall be a payment for the account of such person and shall
      operate as a complete discharge of all liability under this Plan.

13.05 NO PLEDGE OR ASSIGNMENT OF BENEFITS
      Except as otherwise required by law, no right or interest of a Member in
      all benefits provided under this Plan are not capable of surrender,
      assignment or alienation in whole or in part.

13.06 NO ANCILLARY BENEFITS TO MEMBERS
      No benefit, loan or any other advantage, other than those permitted under
      the Income Tax Act, that are conditional in any way on the existence of
      the Plan may be extended to the Member, his Spouse, Beneficiary or to any
      person with whom they do not deal at arm's length.

13.07 INVALIDITY OF CERTAIN PROVISIONS
      If any provision of this Plan is held to be invalid or unenforceable, such
      invalidity or unenforceability shall not affect any other provision herein
      and the Plan shall be construed and enforced as if such provision had not
      been included.

13.08 CONSTRUCTION
      The Plan shall be governed and construed in accordance with the laws of
      Canada and the Province of Ontario and is subject to continuing approval
      and registration under the Income Tax Act.

13.09 CURRENCY
      All contributions to the Plan and all benefits under the Plan shall be
      payable in Canadian currency.

                                       36