Exhibit 10.15

                            PRUDENTIAL STEEL LIMITED
                       PENSION PLAN FOR SALARIED EMPLOYEES
(Restated effective January 1, 1992 and including amendments to January 1, 1998)
                             Certified Correct Copy

                                  Administrator

                                  Prepared by:
                             SEDGWICK NOBLE LOWNDES
                                   JULY, 1998



                                    FOREWORD

The Prudential  Steel Limited  Pension Plan for Salaried  Employees (the "Plan")
was  established by Prudential  Steel Limited (the "Company") on January 1, 1974
for the purpose of  providing  pensions to its salaried  employees.  The Plan is
amended and restated to incorporate:

(a)      amendments to date;
(b)      changes required under the Income Tax Act effective January 1, 1992;





                                TABLE OF CONTENTS
Article                                                                Page No.



 Definitions      ...........................................................1

 ELIGIBILITY AND MEMBERSHIP..................................................6

 CONTRIBUTIONS      .........................................................7

 TRANSFER OF EMPLOYEES.......................................................8

 RETIREMENT DATES   .........................................................9

 RETIREMENT PENSION .........................................................10

 NORMAL AND OPTIONAL FORMS OF RETIREMENT PENSION.............................12

 COMMUTATION OF VESTED PENSION...............................................13

 VESTING     ................................................................14

 DEATH BENEFITS  ............................................................15

 BENEFITS ON TERMINATION OF EMPLOYMENT.......................................16

 MARRIAGE BREAKDOWN .........................................................17

 FUNDING AND INVESTMENT......................................................18

 ADMINISTRATION .............................................................19

 EXPLANATION AND DISCLOSURE..................................................21

 AMENDMENT OR TERMINATION OF THE PLAN........................................22

 GENERAL

<PAGE>

                                   DEFINITIONS
                                   (continued)


Definitions The following words and phrases,  when used in the Plan,  shall have
the following meanings unless the context clearly indicates otherwise:

"Act" means Employment Pension Plans Act, of Alberta and regulations thereunder,
both as amended from time to time.


"Actuarial  Equivalent"  means a  pension  of an  equivalent  value  where  such
equivalent is established  using  actuarial  tables,  actuarial  assumptions and
methodology  as may be  selected  by the  Company on the  recommendation  of the
Actuary, subject to the requirements of the Act and the Income Tax Act.


"Actuary"  means a Fellow of the Canadian  Institute of Actuaries  (who may be a
Member of a firm of  consulting  actuaries)  appointed  by the Company to render
actuarial services under the Plan.


"Administrator" means the person, or persons, appointed under Section 14.01.


"Approved  Leave"  meansleaves of absence  authorized by the Company in writing,
periods of Disability


"Beneficiary"  means the person who, subject to the requirements of the Act, has
been legally  designated by a Member to receive any death benefits payable under
the Plan. If, at the time when any payment is to be made to a Beneficiary, there
is no Beneficiary living, "Beneficiary" shall mean the estate of the Member.


"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 of those benefits  computed using rates of interest,  the actuarial tables
and other assumptions as may be adopted by the Company on the  recommendation of
the Actuary, subject to the Act and the Income Tax Act.


"Company"  means  Prudential  Steel  Limited and any  affiliated  or  associated
company which may be designated as a  participating  employer by the Company and
which has agreed to  participate  in the Plan.  Where a reference in the Plan is
made to any  action to be  taken,  consent,  approval  or  opinion  to be given,
"Company" means Prudential Steel Limited,  acting through the board of directors
of Prudential Steel Limited or any person  authorized by that board of directors
for purposes of the Plan.


"Continuous  Service"  means  continuous  employment  (i) in the pipe  producing
facilities  and  offices of the  Company or (ii) for such  periods and with such
corporations or other businesses,  being subsidiaries,  affiliates or associates
of the Company,  as the Company  shall  designate  for such  person.  Continuous
Service means service rendered in Canada.

Continuous  Service  includes  Approved  Leave and  Foreign  Service.  "Credited
Service" means completed years and months of Continuous Service,  subject to the
limitations  of  Regulation  8507 of the  Income  Tax Act.  For a Member  who is
employed on a less than  full-time  basis or for less than a complete Plan Year,
"Credited  Service" will be determined for each such Plan Year by pro-rating the
Member's period of Credited Service,  as defined  hereunder,  in accordance with
the ratio of such  Member's  actual  hours  worked  during such Plan Year to the
hours  regularly  scheduled to be worked by a full-time  Member during such Plan
Year.


"Early Retirement Date" means the date described in Section 5.02.


"Earnings"  means the  remuneration  paid to a Member by the  Company or Foreign
Employer in a fiscal year and includes:


regular wages and salaries shift overtime, Sunday and statutory holiday premium;
and statutory holiday allowances.

For  Management  Members,  Earnings for any year shall  include 50% of any bonus
paid to such Member in such year under the bonus plan  established for Employees
under the management group of the Company.  For an Employee who is employed on a
less than  full-time  basis or for less than a complete Plan Year the Employee's
earnings will be annualized by multiplying the Employee's  actual  earnings,  as
adjusted  hereunder,  by the ratio of the hours regularly scheduled to be worked
by a full-time  Employee in a Plan Year to the  Employee's  actual  hours worked
during that Plan Year. "Effective Date" means January 1, 1974.


"Employee" means any person who is regularly  employed by the Company and who is
paid on a  salaried  basis  but does  not  include  any  person  employed  on an
hourly-rated  basis. A person shall be deemed to be regularly  employed if he is
on the  payroll of the  Company  or is off the  payroll  of the  Company  during
periods Approved Leave or Foreign Service.


"Final Average  Earnings"  means the average of a Member's  Earnings  during the
five years of Credited Service within the ten year period preceding the Member's
retirement,  death or  termination  of  Continuous  Service in which the highest
average is attained.  If a Member has not completed 5 years of Credited Service,
Final  Average  Earnings  will be based on the average of the Member's  earnings
during the Member's years of Credited Service.


"Foreign  Employer"  means any  affiliated or associated  company of the Company
which is not  designated as a  participating  employer by the Company and is not
resident in Canada.


"Foreign Service" means continuous  employment with a Foreign Employer. A Member
rendering  this  service  must have been or is a  resident  in  Canada.  Foreign
Service  shall be limited to the first  three years of the  Member's  employment
outside of  Canada.  If the  Member  returns  to Canada  and then again  becomes
employed outside of Canada,  Foreign Service shall be limited to a further three
year  limit as though the Member  had not been  previously  employed  outside of
Canada.  This renewal of the three year limit  applies only if, while in Canada,
the  Member  renders  services  for a  period  of at least  12  months  under an
employment  contract  with the Company.  Foreign  Service  shall be granted on a
current service basis only and only if pension  benefits are not provided to the
Member under another arrangement sponsored by the Foreign Employer.


"Former Member" means a person who has ceased to be a Member, but who retains an
entitlement to a Vested Pension under the Plan.


"Fund" means the fund established under the terms of the Plan which provides for
the accumulation of contributions,  and for the payment of certain benefits,  as
herein provided.


"Funding Agent" means a trust company,  insurance company authorized to carry on
a life  insurance  business  in  Canada  or a group  of at  least 3  individuals
resident in Canada,  at least one of whom is  independent  of the  Company,  and
includes any combination  thereof  appointed by the Company from time to time to
hold, administer and invest the Fund.


"Hourly-Rated  Plan"  means  the  Prudential  Steel  Limited  Pension  Plan  for
Hourly-Rated Employees.


"Income  Tax  Act"  means  the  Income  Tax Act  (Canada)  and  the  Regulations
thereunder, as amended or replaced from time to time.


"Management Member" means a Member who is or has at any time during the Member's
employment  with the  Company  been  designated  by the  Company as being in the
management group of the Company.


"Member"  means an  Employee  who has  enrolled in the Plan in  accordance  with
Article  2 and  whose  Membership  has not  ceased  by  reason  of  termination,
retirement or death.


"Normal Retirement Date" means the date described in Section 5.01.


"Pensioner"  means a  person  who was a  Member  or  Former  Member  and who has
commenced to receive a pension payable from the Plan.


"Plan" means  Prudential Steel Limited Pension Plan for Salaried  Employees,  as
set out on these and the following pages and as amended from time to time.


"Plan Year" means a calendar year.


"Postponed Retirement Date" means the date described in Section 5.04.


"Prescribed Savings  Arrangement"  means:a locked-in  retirement account; a life
income fund; or any other retirement savings fund that complies with the Act and
registered pursuant to the Income Tax Act.


"Salaried Member" means a Member who is not a Management Member.


"Spouse" means a person of the opposite sex who:


is married to the Member or Former  Member and who has not been living  separate
and apart from the Member or Former Member; or

has been living with the Member or Former Member for 3 years and held out by the
Member or Former  Member in the  community in which they live as the Member's or
Former Member's consort.

"Surplus" means the excess of the value of the assets of the Fund over the value
of the liabilities of the Plan as calculated by the Actuary,  in accordance with
the Act, at a specific point in time.


"Unreduced Early Retirement Date" means the date described in Section 5.03.


"Vested  Pension"  means the deferred  pension  calculated  in  accordance  with
Article 6, to which a Member is entitled in  accordance  with  Article 9 arising
from Credited Service.


"YMPE" means the year's maximum pensionable earnings as defined under the Canada
Pension Plan.

Unless the context  clearly  requires  otherwise,  words importing the masculine
shall include the feminine and words  importing  the singular  shall include the
plural and vice versa.



ELIGIBILITY AND MEMBERSHIP
Existing Members

Each  Employee  who was a  Member  of the Plan as of  December  31,  1991  shall
continue to be a Member. Eligibility for Membership

Each  Employee  shall  become a Member of the Plan on the first day of the month
next  following the month in which he has completed  twelve months of Continuous
Service and is actively at work. Enrollment in the Plan

To enroll as a Member,  an Employee  must  complete and sign the form, or forms,
prescribed for that purpose by the Company. Re-Employment of Employees

If a former  Employee is  subsequently  re-employed by the Company,  such person
shall be treated as a new employee for all purposes of the Plan and shall enroll
in the Plan upon  fulfilling  the  eligibility  requirements  described  in this
Article 2. If a Pensioner is re-employed,  the Pensioner's pension payments will
continue and the  Pensioner  shall not accrue  benefits  under this Plan for the
period of  re-employment.  Changes in  employers  as between the Company and its
subsidiary  shall  be  deemed  not to be a  termination  of  employment  for the
purposes of the Plan.  However,  this  Section  2.04 shall not be  construed  as
alienating any previously accrued or granted entitlements.


CONTRIBUTIONS
Member Required Contributions

No contributions are required of Members.
Company Contributions

The Company shall, from time to time, make contributions for deposit to the Plan
of such total  amount as,  based on the advice of an  Actuary,  is  required  to
provide the normal cost of the Members'  current accruals in accordance with the
provisions of the Plan, after taking into account the assets of the Fund and all
other  relevant  factors,  and to  provide  for the proper  amortization  of any
unfunded  liability or experience  deficiency with respect to previous accruals,
all pursuant to the requirements of the Act. Company contributions in a year, if
any, shall not exceed amounts  permitted as "eligible  contributions" as defined
under the Income Tax Act. If at any time while the Plan  continues in existence,
the Actuary certifies that there is a Surplus in the Fund, such Surplus,  or any
portion  of  Surplus,  may be used by the  Company  to reduce  its  contribution
obligations under this Section 3.02, subject to any limitations prescribed under
the Act and the Income Tax Act. Remittance of Contributions

All Company contributions, if any, due in a Plan Year shall be remitted into the
Fund each  within 30 days  following  the end of the quarter in respect of which
that contribution is due.



TRANSFER OF EMPLOYEES

Transfer from the Plan

A Member who  transfers  to  hourly-rated  employment  shall be  enrolled in the
Hourly-Rated  Plan  as of the  date of  transfer.  Any  benefit  paid  from  the
Hourly-Rated  Plan shall be calculated  based on the Member's  Credited  Service
from the date of transfer.  The Member's  Continuous  Service  while on salaried
status shall be deemed to be  Continuous  Service for vesting of benefits in the
Hourly-Rated  Plan. In no event shall there be any duplication of benefits for a
Member between this Plan and the Hourly-Rated Plan.  Notwithstanding  the above,
benefits  accrued based on Credited  Service and Final  Average  Earnings to the
date of transfer shall not be reduced. Transfer to the Plan


If a Member is  transferred  from  hourly  to  salaried  status  for less than 6
months,  the  Member's  accrual of  benefits  for that  period will be under the
Hourly-Rated Plan and not under this Plan.

If a Member is transferred from hourly to salaried status for more than 6 months
but less than 2 years, the Member's benefit accruals under the Hourly-Rated Plan
shall  cease  during the time in which the Member  had a  salaried  status.  All
benefits accrued under the Hourly-Rated Plan, to the date of such transfer shall
remain to the Member's credit until  retirement,  termination or death, at which
time the  appropriate  provisions  of the  Hourly-Rated  Plan shall  apply.  The
Member's  benefit  accruals during the Member's  salaried status will be covered
under the provisions of this Plan.

If a Member is transferred from hourly to salaried status for more than 2 years,
the Member will cease to be a member of the Hourly-Rated  Plan. The assets equal
to the going-concern  actuarial  liability with respect to the benefits for such
member  accrued  under  the  Hourly-Rated  Plan  to the  date  of  transfer,  as
determined by the Actuary, will be transferred to the Plan.


RETIREMENT DATES

Normal Retirement Date

The  Normal  Retirement  Date  under the Plan shall be the last day of the month
during  which the Member  attains  age 65. On the Normal  Retirement  date,  the
Member shall retire from the service of the Company  unless the Company may wish
him to continue in its service and he consents to do so. Early Retirement Date

The Early  Retirement  Date  under  the Plan  shall be the last day of any month
within 10 years preceding the Normal Retirement Date. Unreduced Early Retirement
Date

The Unreduced Early  Retirement Date under the Plan shall be the last day of any
month  preceding the Normal  Retirement Date and shall be the earlier date after
which the Member:

                  attains age 55 and completes 30 years of Credited Service; or

                  attains age 62.

                  Postponed Retirement Date

If a Member remains in Continuous Service after the Normal Retirement Date, such
Member may elect to postpone  retirement  until the end of the calendar  year in
which the Member attains age 69. The Postponed Retirement Date shall be the last
day of the month in which the Member elects to retire.


RETIREMENT PENSION

Normal Retirement Pension

A Member  who  retires  on the Normal  Retirement  Date shall  receive a monthly
pension equal to the sum of: For Salaried  Members  0.70% of the Member's  Final
Average  Earnings up to the YMPE  multiplied by the Member's  Credited  Service.
plus 1.65% of the Member's Final Average  Earnings above the YMPE  multiplied by
the Member's  Credited  Service.  For  Management  Members 0.95% of the Member's
Final  Average  Earnings  up to the YMPE  multiplied  by the  Member's  Credited
Service  plus  1.90% of the  Member's  Final  Average  Earnings  above  the YMPE
multiplied by the Member's Credited Service. Early Retirement Pension

A Member who retires on an Early Retirement Date in accordance with Section 5.02
shall  receive an annual  pension  determined  in  accordance  with Section 6.01
reduced by 1/2 of 1% for each month that the Early  Retirement  Date  precedes
the Member's Unreduced Early Retirement Date. Bridge Benefit

Member who retires early in accordance  with Section 5.02 shall receive a bridge
benefit  commencing on the Member's Early  Retirement  Date. This bridge benefit
shall be equal to: 0.95% of the Member's  Final Average  Earnings up to the YMPE
multiplied by the Members Credited Service not exceeding 40 years,  reduced by
1/2 of 1 % for each completed calendar month by which the Early Retirement  Date
precedes the Unreduced Early  Retirement Date. This reduction shall not apply if
the Member has attained age 55 and completed 30 years of Credited  Service.  The
last  bridge  benefit  payment  shall be made on the earlier of the first of the
month  preceding the Member's  Normal  Retirement Date or the first of the month
preceding  or  coinciding  with the death of the  Member.  In no event shall the
bridge  benefit exceed the amount of the maximum Canada Pension Plan and Old Age
Security  benefits to which the Member  would have been  entitled had the Member
retired at his Normal Retirement Date, reduced where the Member has not attained
age 60, by 1/4 of 1 per cent for each month between the Member's Early Retire-
ment Date and the date on which the Member would attain age 60 and 10% for each
year that the Member's Continuous Service is less than 10. Ad Hoc Supplements

Supplementary retirement income benefits in recognition of increases in the cost
of living shall be paid to Pensioners in such amounts, at such times, commencing
on such dates, for such periods and subject to such conditions,  limitations and
other  provisions as are from time to time set out in a schedule or schedules to
the Plan added with the  authority of a resolution  of the board of directors of
the Company.  Any  supplementary  relevant income benefits shall comply with the
requirements  of the Act and the Income  tax Act.  Maximum  Lifetime  Retirement
Benefits


Notwithstanding any other provisions of this Plan to the contrary and subject to
Section 6.05(b),  the pension payable to a Member under the Plan,  including any
pension payable to a Member's Spouse as a result of a marriage  breakdown in the
year in which the  pension  commences  to be paid shall not exceed the lesser of
(1) and (2) as follows:

$1,722.22  multiplied by the Member's years of Credited Service,  excluding that
portion of the Member's pre-1992 Credited Service in excess of 35 years; and

2% of the Member's  highest average  compensation  (as defined in the Income Tax
Act) in any 3 non-overlapping periods of 12 consecutive months multiplied by the
Member's  years of  Credited  Service  excluding  that  portion of the  Member's
pre-1992 Credited Service in excess of 35 years.

The pension payable under Section 6.02 in co-ordination with the benefit payable
under Section 6.03 shall not exceed (1) plus (2) as follows:

the maximum pension described in Section 6.05(a); plus

1/35th of the maximum benefit payable under the Canada Pension Plan  (determined
at the Member's retirement date as if the Member had attained age 65) multiplied
by the Member's years of Credited Service not exceeding 35 years.

NORMAL AND OPTIONAL FORMS OF RETIREMENT PENSION

Normal Form

The normal form of pension  payable to a Member under the Plan shall  consist of
monthly payments, commencing as specified under Section 17.11 and continuing for
the lifetime of the Member with a guarantee of 60 monthly payments in any event.

Mandatory Joint and Survivor Pension

Subject  to  Section  7.03,  for a Member  who has a Spouse on  retirement,  the
mandatory  form of pension  shall be a joint and  survivor  annuity  that is the
Actuarial  Equivalent of the pension described in Section 7.01, payable in equal
monthly amounts in accordance with Section 17.11 and continuing for the lifetime
of the Member,  with 60% of the monthly pension  continuing to the Spouse on the
Member's death for the Spouse's lifetime.

Waiver of Joint and Survivor

A Spouse may elect not to receive the joint and  survivor  pension  described in
Section 7.02 by executing a written waiver in the manner and form  prescribed by
the Act.

Optional Forms of Pension

Subject to Section 7.03, if  applicable,  a Member may elect prior to retirement
to receive the normal form of pension in an optional  form that is the Actuarial
Equivalent.  However,  the amount of pension  payable  under the  optional  form
elected by the Member shall not exceed the amount of pension  payable  under the
normal form. The Member may elect one of the following optional forms:

Life Annuity - without guarantee

This option provides an annual  pension,  payable for the lifetime of the Member
in equal monthly amounts.

  Life Annuity - guarantee for 10 or 15 years

This option provides an annual  pension,  payable for the lifetime of the Member
in equal monthly amounts,  with a guarantee of 10 or 15 years, as elected by the
Member.

Joint and Survivor Life Annuity

This option provides an annual pension,  payable in equal monthly  amounts,  for
the lifetime of the Member,  with 100% of that monthly pension continuing on the
death of the Member to the Member's Spouse.

Commutation of Small Pensions

Notwithstanding any provision in the Plan to the contrary,  if at termination or
retirement  the amount of a Member's  annualized  Vested  Pension  payable  from
Normal  Retirement Date is not more than 2% of the YMPE or the Commuted Value is
not more than 4% of the YMPE, the Company,  in lieu of making  periodic  pension
payments to the Member, may pay the Commuted Value of such pension,  in complete
discharge of all obligations of the Plan, to the Member in a cash lump sum.


VESTING

Vesting

A Member shall become  entitled to a Vested  Pension upon  completing 5 years of
Continuous Service.

Vesting on Normal Retirement Date

A Member who attains the Normal Retirement Date while in the Continuous  Service
of the  Company  shall be fully  vested in the pension  accrued to the  Member's
credit during such period of  Continuous  Service since the Member's most recent
date of commencement of employment with the Company.


DEATH BENEFITS

Pre-Retirement Death Benefits


Not Vested

If a Member dies before the Member's  retirement and the Member is not vested in
accordance with Section 9.01, no death benefit is payable under the Plan.

(a)      Vested

No Spouse

If a Member  dies  before the  Member's  retirement  and the Member is vested in
accordance with Section 9.01 and is not survived by a Spouse,  the death benefit
payable to the  Beneficiary in a lump sum payment under the Plan is equal to 60%
of the Commuted Value of the Member's  accrued pension  calculated  according to
the formula in Section 6.01.

(1)      With Spouse

If a Member  dies  before the  Member's  retirement  and the Member is vested in
accordance  with  Section  9.01 and is survived by a Spouse,  the death  benefit
payable under the plan is equal to the greater of (A) and (B) as follows: 60% of
the  Commuted  Value of the  Member's  accrued  pension  had he  terminated  his
membership immediately before his death; and

if the Member had at least 10 years of Continuous Service with the Company,  the
Commuted  Value of the pension  equal to 50% of the pension that would have been
paid to the Member as if the Member had retired the day before his death and had
no reduction for early retirement prior to age 65.

Spousal Portability Options

The  surviving  Spouse may elect to receive  the  benefit  described  in Section
10.01(b)(2) in either of the following forms:

as an annuity payable for the Spouse's lifetime  commencing  either  immediately
before the end of the calendar year of the Spouse's 69th birthday;  or if later,
within 1 year of the  Member's  death.  The  maximum  guarantee  period  of such
annuity is 15 years.

                  Or

as a transfer to:

a Prescribed Savings Arrangement; a Life Insurance Company for the purchase of a
deferred life  annuity;  or another  registered  pension plan provided that plan
accepts such transfers. Death of a Pensioner

If a Pensioner  dies,  the death  benefit  payable shall depend upon the form of
pension elected by the Pensioner in accordance with Article 7.


BENEFITS ON TERMINATION OF EMPLOYMENT

Benefits upon Termination


Not Vested

If a Member's  Continuous  Service terminates for any reason other than death or
retirement and at the date of termination the Member is not vested under Section
9.01, the Member shall receive no benefit from the Plan.

Vested

If a Member's  Continuous  Service terminates for any reason other than death or
retirement  and at the date of  termination  the Member is vested under  Section
9.01,  the Member shall  receive a deferred  pension,  commencing  at the Normal
Retirement Date, calculated according to the formula in Section 6.01.

Portability Options on Termination


If a Member  terminates  Continuous  Service,  the  Member may elect to have the
Commuted  Value of the deferred  pension to which such Member is entitled  under
this Section 11.0 1 (b):

transferred directly to a Prescribed Savings Arrangement;

transferred  directly to another  pension  plan,  if the  administrator  of that
pension plan agrees to accept the transfer; or

applied  to  purchase a life  annuity  from an  insurance  company  licensed  to
transact  business in Canada provided  payment of the annuity shall not commence
before the  earliest  date on which the Member was  entitled to retire under the
Plan.

The Company shall not permit a transfer or purchase under this Section  11.02(a)
unless the Company is satisfied  that the transfer or purchase is in  accordance
with the Act and any  restrictions in the Act with regard to the solvency of the
Plan have been met.

If the Commuted Value of a Member's  pension  exceeds such maximum amount as may
be  prescribed  under the Income Tax Act, the amount  transferred  in accordance
with this Section  11.02(a) shall not exceed such prescribed  maximum amount and
the excess of the Commuted  Value over such  prescribed  maximum amount shall be
paid to the Member in a lump sum payment less applicable taxes.

Upon such a transfer  or  purchase,  the Member  shall  cease to be a Member and
shall have no further entitlement under the Plan in respect of such amount.

Options With Respect to Deferred Pensions

If a Member elects a deferred pension in accordance with Section 11.01, he shall
retain  the  right to elect an Early  Retirement  Date and an  optional  form of
pension as provided  under the Plan.  Section 6.03 is not  available to a Former
Member.  If the Former Member elects an Early Retirement Date, the pension shall
be Actuarially  Equivalent to the pension  calculated in accordance with Section
6.01.


MARRIAGE BREAKDOWN

Subject to 17.03, in the event of a Marriage  Breakdown,  the entitlement of the
Member's or Former  Member's  Spouse or former Spouse to receive a benefit under
the Plan is subject to  entitlements  respecting  division of  property  under a
matrimonial  property order within the meaning of the  Matrimonial  Property Act
(Alberta),  or a similar order of another  jurisdiction  enforceable in Alberta,
that affects the payment or distribution of the benefits of the Member or Former
Member. In addition,  the Administrator  shall provide to the former Spouse such
information and statements as required by the Act. It is the  responsibility  of
the former Spouse to notify the Administrator of any change in address. The duty
of the  Administrator  is  satisfied  by sending  any  required  information  or
statements to the most recent former Spouse's address contained in its records.



FUNDING AND INVESTMENT

Establishment of the Fund

The  Company  shall  establish  and  maintain  a Fund for the  accumulation  and
investment of all  contributions  in accordance  with the provisions of the Plan
and any applicable legislation.

1.02     Payments to be made from the Fund

All Plan obligations shall be paid from the Fund.

1.03     Investment of the Fund

The Fund shall be invested or loaned as permitted  under the  provisions  of the
Act,  the Income Tax Act and in  accordance  with the  statement  of  investment
policies and procedures prepared and reviewed from time to time.

1.04     Payment of Expenses

All reasonable fees and expenses,  both internal and external for administrative
services,  accounting and auditing services,  investment and actuarial services,
custodial and legal fees under the Plan may be paid or reimbursed (if first paid
by the  Company)  from the Fund.  For the  purpose of paying  internal  fees and
expenses,  the  Company  shall  present  such  accounts  and  reports  as may be
necessary to document such costs.


ADMINISTRATION

Appointment of Administrator

The  Administrator  of the Plan shall be the  Company:
Responsibilities  of the Administrator

The   Administrator   shall  be  responsible  for  the  overall   operation  and
administration  of the Plan and  shall  have the  power to  decide  all  matters
concerning the operation, administration and interpretation of the Plan.

1.05     Duty to Keep Records

The  Administrator  shall keep, or cause to be kept, any and all such records as
it may deem necessary for the performance of its functions.

1.06     Powers of Administrator

The Administrator, in addition to the powers otherwise conferred on it under the
Plan, shall have the authority to:

give written  directions  to make  payments out of the Fund for such purposes as
the Administrator may certify;

(a)  establish  and  adopt  a  written  statement  of  investment  policies  and
procedures which shall be reviewed at least once each year;

(b)  determine  any  dispute,  difference  or question of any kind  arising with
respect  to  the  application,  construction  or  interpretation  of  any of the
provisions of the Plan (such decisions of the  Administrator  shall be final and
binding on all persons);

(c) request such  information  and elections,  in any prescribed  form, from the
Members,  Former Members and Pensioners as are deemed  necessary to enable it to
administer the Plan;

(d) file all documents and returns as are required by any governmental authority
having jurisdiction;

(e) consult with and obtain  opinions,  advice and information  from any lawyer,
auditor, accountant, Actuary or other expert;

(f)  delegate any and all of its  authorities  to such agents or employees as it
deems reasonable; and

(g) exercise any and all such powers,  take such acts and employ such persons as
the Administrator may deem necessary, desirable or proper to the performance for
the Administrator's functions.

Information to be provided to the Board of Directors

The  Administrator  shall  deliver to the board of directors of the Company such
reports and information as the board of directors of the Company may require.

1.07     Discretion

Except as specifically  otherwise  provided in the Plan, all matters relating to
the establishment, operation and administration of the Plan and the Fund and the
determination  of all rights,  interests  and  liabilities  of  Members,  Former
Members,  Pensioners and Beneficiaries shall be at the discretion of the Company
and,  subject to the Act, no recourse  may be had by or on behalf of any Member,
Former Member, Pensioner or Beneficiary against the Company or the Funding Agent
for or in respect of any exercise in good faith of such or any other  discretion
given to the  Company  or the  Funding  Agent  under the Plan or in the  funding
agreement relating to it.


EXPLANATION AND DISCLOSURE

Information to be Provided

The Administrator shall:

provide each  Employee who becomes a Member on the date the Plan is  established
with an explanation of both the provisions of the Plan and the Employee's rights
and obligations thereunder within 120 days after the establishment of the Plan.

provide  each  Employee  with an  explanation  of the  terms of the Plan and the
Employee's rights and obligations thereunder within 30 days prior to the date on
which the Employee is eligible for membership in the Plan;

provide each Member or other person affected by an amendment to the Plan with an
explanation  or  summary  of the  amendment  to  the  Plan  and of the  relevant
entitlements  and  obligations  under that  amendment,  within 90 days after the
registration of the amendment;

provide each Member or Former Member with a written annual statement,  outlining
the  Member's  or  Former  Member's  status in the Plan in  accordance  with the
requirements of the Act, within 6 months of the end of the Plan Year; and

upon termination,  retirement or death,  provide a statement to the Member,  the
Member's  Spouse or such other person as appropriate  within the time period and
containing such information as prescribed by the Act.

Inspection of Documents

Any person who has an entitlement under the Plan, or an agent of such person may
attend at the Member's place of  employment,  or such other place agreed upon by
the person and the  Administrator,  to examine and make extracts from, or copies
of, those  documents  constituting  and supporting the Plan as stipulated in the
Act, once during each Plan Year. Any request to review these  documents shall be
made in writing to the Administrator.


AMENDMENT OR TERMINATION OF THE PLAN

Amendment of the Plan

The Company intends to maintain the Plan in force  indefinitely  but necessarily
reserves  the right to amend or  terminate  the Plan  unilaterally  at any time,
either in whole or in part, subject always to the Income Tax Act and the Act. In
such event,  the liability of the Company shall be limited to the  contributions
that have fallen due or that are otherwise required under the Act to the date of
amendment or discontinuance.

Amendments - No Retroactive Reduction in Benefits

If the Plan is  amended,  any  Member or other  person's  entitlement  under the
amended Plan in respect of employment  prior to the date of amendment  shall not
be less than the person's entitlement at the date of amendment as provided under
the Plan. Replacement of the Plan by another pension plan shall be considered an
amendment to the Plan.

Distribution of Assets on Plan Termination

Subject to the provisions of the Act, if the Plan is terminated and not replaced
by a new pension plan, the assets of the Fund shall be first used to provide the
Vested Pensions and pensions to which the Members, Former Members and Pensioners
are  entitled  at the  date of  termination.  Any  assets  remaining  after  the
satisfaction of all Plan  obligations and after payment of all expenses shall be
paid to the Company or used as the Company  may direct  subject to any  required
provisions of the Act and the Income Tax Act.

Distribution of Insufficient Assets on Plan Termination

In the event that the Plan is terminated and the assets in the Fund at that time
are insufficient to meet all Plan obligations, such obligations shall be payable
to the extent,  and in the priority,  as determined by the Company in accordance
with the Act.


GENERAL

No Right to Remain in Employment

The establishment of the Plan shall not give any Employee or Member the right to
be retained in the service of the Company nor shall it prevent the Company  from
discharging an Employee at any time.

1.08     Non-Alienation of Benefits

Benefits  payable  under the Plan shall not be assigned,  charged,  anticipated,
surrendered  or  given  as  security  except  in  accordance  with the Act as it
concerns payments  respecting a division of property on Marriage Breakdown under
a provincial  family property law.  Benefits payable under the Plan shall not be
subject to execution, seizure or assignment except in accordance with the Act as
it  concerns  support  or  maintenance  orders  made under a  provincial  family
property law.

1.09     Information to be Provided Before Payment of Benefits

The  Administrator  shall  have the right to require  satisfactory  proof of age
prior to the calculation or transfer of the Commuted Value of any Vested Pension
and the  commencement of any pension or annuity and proof of survival on the due
date of each payment,  in respect of the life, or lives,  upon which the pension
or annuity depends. No payment or transfer shall be made until such proof of age
or survival is submitted. Where the age of any Member, Former Member, Pensioner,
or that person's Spouse or Beneficiary is found to have been incorrectly stated,
the Company  shall be empowered to make, or cause to be made,  such  adjustments
respecting  the pension,  deferred  pension or lump sum amount due, or paid,  to
such person under the Plan as the Company deems equitable.

1.10     Use of Company Records

Where the  records of the Company  are  required to be used for  purposes of the
Plan,  such  records  shall be presumed to be  conclusive  unless shown beyond a
reasonable doubt to be in error.

Company's Right to Purchase an Annuity

The Company reserves the right to purchase an annuity,  if it so elects,  from a
life  insurance  company of its  choice in the  amount  and form of any  pension
described herein and as elected by the Member,  Former Member or Pensioner which
shall be in  accordance  with the Plan  and the  Act.  Delivery  of the  annuity
contract shall  constitute a complete  discharge of all such Plan obligations to
the extent permissible under the Act.

1.11     Appointment of Beneficiary

Subject  to  any  applicable  legislation,  a  Member  may,  by  written  notice
satisfactory to the Administrator, designate a Beneficiary, or Beneficiaries, to
receive any death benefits payable under the Plan and may alter or revoke such a
designation from time to time by filing a written notice with the Administrator.

1.12     Currency

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

1.13     No Double Payments

Notwithstanding  any provision in the Plan to the  contrary,  no language in the
Plan shall be construed to give rise to a double payment of entitlements.

Pension Adjustment Limits

The Plan shall  become  revocable  if the pension  adjustment  as defined  under
subsection  147.1(8) of the Income Tax Act exceeds the prescribed limits for the
Member.  Should it  become  necessary  in order to avoid  Plan  revocation,  any
contributions which would result in a Member's pension adjustment  exceeding the
limits  shall  be  refunded  to  the  party  or  parties  having  remitted  said
contributions  and any benefit accruals which would result in a Member's pension
adjustment  exceeding  said limits  shall be reduced to the extent  necessary to
avoid  revocation.  Any such refund or  reduction  shall be solely to avoid such
revocation   and  shall  be  subject  to  the  prior  written   consent  of  the
Superintendent of Pensions (Alberta). Governing Law

The provisions of the Plan shall be construed,  governed by and  administered in
accordance with the laws in effect in the Province of Alberta. Start of Payments

The first monthly payment:

to a Member on account of the retirement benefits referred to in Article 6 shall
be due on the  earlier of (i) the first day of the month  immediately  following
the month in which such Member's  retirement occurs in accordance with Article 5
and  (ii)  the  first  day of the  month  immediately  preceding  the end of the
calendar year of his 69th birthday; and

to a Former Member on account of the deferred pension provided for in Article 11
shall be due on the first day of the month  immediately  following  the month in
which such Former Member attain the Normal  Retirement  Date;  provided that the
Former Member may elect, by written notice delivered to the Funding Agent at any
time when he is within ten years of attaining  the Normal  Retirement  Date,  to
receive an early retirement income, subject to Section 11.03.