<PAGE>
                                                                     Exhibit 4.8

                                  AGRIUM INC.

                              AMENDED AND RESTATED
                        STOCK OPTION AND TANDEM SAR PLAN

                         EFFECTIVE DATE: JANUARY 1, 2004

1.       PURPOSE OF PLAN

         1.1    The purpose of the Plan is to assist officers and employees of
                the Corporation and of any Affiliate of the Corporation to
                participate in the growth and development of the Corporation and
                its Affiliates by providing such persons with the opportunity,
                through share options and share appreciation rights, to
                participate in an increase in the equity value of the
                Corporation that will be aligned with the interests of the
                shareholders of the Corporation.

2.       DEFINED TERMS

         In the Plan, the following terms shall have the following meanings,
         respectively:

         2.1    "Affiliate" means an "affiliated entity" for the purposes of
                section 1.2 of Ontario Securities Commission Rule 45-501 as in
                effect on January 1, 2004;

         2.2    "Board" means the board of directors of the Corporation or, if
                established and duly authorized to act with respect to this
                Plan, any committee of the board of directors of the
                Corporation;

         2.3    "Business Day" means any day, other than a Saturday or a Sunday,
                on which the Exchange is open for trading;

         2.4    "Corporation" means Agrium Inc.;

         2.5    "Eligible Person" means any officer or employee of the
                Corporation or of any Affiliate of the Corporation;

         2.6    "Exchange" means The Toronto Stock Exchange and, where the
                context permits, any other exchange on which the Shares are or
                may be listed from time to time;

         2.7    "Exercise Price" means the price per Share in U.S. dollars at
                which Shares may be purchased under the Option, as the same may
                be adjusted from time to time in accordance with Article 10;

         2.8    "Insider" means:


                     (i)  an insider as defined under Section 1(i) of the
                          Securities Act (Alberta) other than a person who falls
                          within that definition solely by virtue of being a
                          director or officer of an Affiliate of the
                          Corporation; and

<PAGE>

                                     - 2 -



                     (ii) an associate as defined under Section 1(a.i) of the
                          Securities Act (Alberta) of any person who is an
                          insider by virtue of (i) above;

         2.9    "Market Price" in U.S. dollars, at any date in respect of the
                Shares shall be either:


                     (i)  the closing price of the Shares on the Toronto Stock
                          Exchange in Canadian dollars, converted to U.S.
                          dollars based on the Bank of Canada noon rate, on the
                          last Business Day preceding the date on which the
                          Option is granted by the Board; or

                     (ii) in the discretion of the Board, such price as may be
                          determined by any mechanism for establishing the
                          market value of the Shares approved by the Board and
                          satisfactory to the Toronto Stock Exchange;

         2.10   "Option" means an option to purchase Shares granted under the
                Plan;


         2.11   "Optionee" means an Eligible Person to whom an Option has been
                granted;

         2.12   "Plan" means this stock option plan, as amended from time to
                time;


         2.13   "SAR" and "SARs" have the meanings ascribed thereto in Section 6
                hereof;


         2.14   "Share Compensation Arrangement" means any stock option, stock
                option plan, employee stock purchase plan or any other
                compensation or incentive mechanism involving the issuance or
                potential issuance of Shares, including a share purchase from
                treasury which is financially assisted by the Corporation by way
                of a loan guarantee or otherwise;

         2.15   "Shares" means the common shares of the Corporation, or, in the
                event of an adjustment contemplated by Article 10, such other
                shares or securities to which an Optionee may be entitled upon
                the exercise of an Option as a result of such adjustment; and

         2.16   "Surrender Price" in U.S. dollars, means, at any date in respect
                of the Shares, the highest price of a Share on the Toronto Stock
                Exchange in Canadian dollars, converted to U.S. dollars based on
                the Bank of Canada noon rate on such date, or if the Shares are
                not listed on the Toronto Stock Exchange, then the highest price
                of a Share on the New York Stock Exchange on such date, or if
                the Shares are not listed on any stock exchange, then on the
                over-the-counter market on that date.

3.       ADMINISTRATION OF THE PLAN


         3.1    The Plan shall be administered by the Board;

<PAGE>
                                     - 3 -


         3.2    The Board shall have the power, where consistent with the
                general purpose and intent of the Plan and subject to the
                specific provisions of the Plan, to:

                (a)  establish policies and to adopt rules and regulations for
                     carrying out the purposes, provisions and administration of
                     the Plan;

                (b)  interpret and construe the Plan and to determine all
                     questions arising out of the Plan and any Option or SAR
                     granted pursuant to the Plan, and any such interpretation,
                     construction or termination made by the Board shall be
                     final, binding and conclusive for all purposes on the
                     Corporation and the Optionee;

                (c)  grant Options;

                (d)  determine which Eligible Persons are granted Options;

                (e)  determine the number of Shares covered by each Option;

                (f)  determine the Exercise Price;

                (g)  determine the time or times when Options will be granted
                     and exercisable;

                (h)  determine if the Shares that are subject to an Option will
                     be subject to any restrictions upon the exercise of such
                     Option;

                (i)  determine if SARs will be granted in connection with each
                     Option; and

                (j)  prescribe the form of documents relating to the grant,
                     exercise and other terms of Options.

4.       SHARES SUBJECT TO PLAN

         4.1    Options may be granted in respect of authorized and unissued
                Shares, provided that the aggregate number of Shares reserved
                for issuance under this Plan, subject to adjustment or increase
                of such number pursuant to the provisions of Article 10, shall
                not exceed the aggregate number of Shares approved by the
                shareholders of the Corporation to be reserved for issuance
                under the Plan, from time to time, which number of Shares is, as
                at January 1, 2004, 10,446,325. Shares in respect of which
                Options are not exercised or in respect of which Options are
                terminated on the exercise of connected SARs shall be available
                for subsequent Options under the Plan. No fractional shares may
                be purchased or issued under the Plan.

5.       ELIGIBILITY, GRANT AND TERMS OF OPTIONS

         5.1    Options may be granted to officers or employees of the
                Corporation or of any Affiliate of the Corporation.

<PAGE>
                                     - 4 -


         5.2    Subject to, and except as herein and as otherwise specifically
                provided for in this Plan, the number of Shares subject to each
                Option, the Exercise Price, the expiration date of each Option,
                the extent to which each Option is exercisable from time to time
                during the term of the Option and other terms and conditions
                relating to each such Option shall be determined by the Board;
                provided however, that if no specific determination is made by
                the Board with respect to any of the following matters, each
                Option shall, subject to any other specific provisions of the
                Plan, contain the following terms and conditions:

                (a)  the period during which an Option shall be exercisable
                     shall be ten years from the date the Option is granted to
                     the Optionee;

                (b)  the Option shall vest as to 25% of the number of Shares
                     granted by such Option on each of the first through fourth
                     anniversaries of the grant of such Option; and

                (c)  the Exercise Price shall be deemed to be the closing price
                     of the Shares on the Toronto Stock Exchange in Canadian
                     dollars, converted to U.S. dollars based on the Bank of
                     Canada noon rate, on the last Business Day preceding the
                     date on which the Option is granted by the Board.

         5.3    The Exercise Price of Shares that are subject to any Option
                shall in no circumstances be lower than the Market Price of the
                Shares at the date of the grant of the Option.

         5.4    The total number of Shares to be optioned to any Optionee under
                this Plan shall not exceed 5% of the issued and outstanding
                Shares (on a non-diluted basis) at the date of the grant of the
                Option.

         5.5    The maximum number of Shares which may be reserved for issuance
                to Insiders under the Plan shall be 10% of the Shares
                outstanding at the time of the grant (on a non-diluted basis),
                less the aggregate number of Shares reserved for issuance to
                Insiders under any other Share Compensation Arrangement.

         5.6    The maximum number of Shares which may be issued to Insiders
                under the Plan within a one year period shall be 10% of the
                Shares outstanding at the time of the issuance (on a non-diluted
                basis), excluding Shares issued under the Plan or any other
                Share Compensation Arrangement over the preceding one year
                period. The maximum number of Shares which may be issued to any
                one Insider under the Plan or any other Share Compensation
                Arrangement within a one year period shall be 5% of the Shares
                outstanding at the time of the issuance (on a non-diluted
                basis), excluding Shares issued to such Insider under the Plan
                or any other Share Compensation Arrangement over the preceding
                one year period.

<PAGE>
                                     - 5 -


         5.7    Any entitlement to acquire Shares granted pursuant to the Plan
                or any other Share Compensation Arrangement prior to the
                Optionee becoming an Insider shall be excluded for the purposes
                of the limits set out in 5.5 and 5.6 above.

         5.8    An Option is personal to the Optionee and is non-transferable
                and non-assignable, except that the Optionee may transfer an
                Option to a personal holding corporation or family trust
                controlled by the Optionee, the shareholders or beneficiaries of
                which are any combination of the Optionee, the Optionee's
                spouse, the Optionee's minor children or Optionee's minor
                grandchildren.

6.       ELIGIBILITY, GRANT AND TERMS OF TANDEM SARs

         6.1    At the discretion of the Board, an Option granted under this
                Plan on or after January 1, 2004, may have connected therewith,
                at or after the time of the grant, a number of stock
                appreciation rights (a "SAR" or "SARs") equal to the number of
                Shares covered by the Option. Each SAR in respect of a Share
                shall entitle the Optionee, at his or her option, to surrender
                to the Corporation, unexercised, the right to subscribe for such
                Share pursuant to the related Option and to receive from the
                Corporation or an Affiliate of the Corporation, as applicable,
                cash in an amount equal to the excess of the Surrender Price
                over the Exercise Price provided in the related Option, net of
                any applicable withholding (including withholding taxes). Each
                exercise of a SAR in respect of a Share covered by a related
                Option shall terminate that Option in respect of such Share and
                such Option in respect of such Share shall be of no further
                force or effect. Unexercised SARs shall terminate when the
                related Option is exercised or such Option terminates or
                expires, as applicable. A SAR is personal to the Optionee and is
                non-transferable and non-assignable, except in connection with
                the transfer of an Option in accordance with section 5.8 hereof.

7.       TERMINATION OF POSITION

         7.1    Subject to section 7.2 hereof and to any express resolution
                passed by the Board with respect to an Option, an Option and all
                rights to purchase Shares pursuant thereto shall expire in
                accordance with the terms of the Option.

         7.2    *If, before the expiry of an Option in accordance with the terms
                thereof, the employment of the Optionee by the Corporation or by
                any Affiliate of the Corporation or the position of Optionee as
                a Director of the Corporation shall terminate for any reason
                whatsoever, such Option may, subject to the terms thereof and
                any other terms of the Plan, be exercised by the Optionee, or,



---------------

* Amendments to Section 7.2 of the Plan were approved by shareholders effective
May 10, 2000. The Section 7.2 reproduced here is the Section as amended on May
10, 2000. This Section applies to all options granted subsequent to that date
and all options granted prior to that date where the optionholder has agreed to
have the revised Section 7.2 apply to those options. The prior Section 7.2 would
continue to apply to options granted prior to May 10, 2000 for which the
optionholders have not agreed to have the revisions apply. The prior Section 7.2
that would apply in these circumstances is attached as Schedule "A" to this
plan.

<PAGE>
                                     - 6 -


                if the Optionee is deceased by the legal personal
                representative(s) of the estate of the Optionee on the following
                basis:


<TABLE>
<CAPTION>
                  REASON FOR TERMINATION          ACCELERATION OF VESTING            OPTION EXERCISE
                  ----------------------          -----------------------      ----------------------------
                  <S>                             <C>                          <C>
                  Death                           Immediate full vesting       Earlier of scheduled expiry
                                                                               date of the Option and one
                                                                               year from event

                  Termination without cause       Same                         Earlier of scheduled expiry
                                                                               date of the Option and one
                                                                               year from the end of the
                                                                               agreed or otherwise binding
                                                                               severance period

                  Retirement at age 65            In accordance with the       Earlier of the scheduled
                                                  terms of the Options         expiry date of the Option
                                                                               and four years from date
                                                                               upon which Optionee ceases
                                                                               employment with the
                                                                               Corporation

                  Retirement required by          In accordance with the       Earlier of the scheduled
                  Corporation before age 65       terms of the Options         expiry date of the Option
                                                                               and four years from date
                                                                               upon which notice of
                                                                               dismissal or termination
                                                                               of employment is provided
                                                                               to the Optionee by the
                                                                               Corporation.
</TABLE>


<PAGE>
                                     - 7 -


<TABLE>
<CAPTION>
                  REASON FOR TERMINATION          ACCELERATION OF VESTING            OPTION EXERCISE
                  ----------------------          -----------------------      ----------------------------
                  <S>                             <C>                          <C>

                  Early retirement at the        In accordance with the        Earlier of the scheduled
                  election of Optionee           terms of the Options          expiry date of the Option
                  upon Optionee attaining                                      and four years from date
                  both age 55 and 20 years                                     upon which Optionee ceases
                  or more of service with                                      employment with the
                  the Corporation or                                           Corporation
                  predecessor companies

                  Resignation                    In accordance with            Earlier of scheduled
                                                 terms of the Options          expiry date of the
                                                                               Option and 60 days
                                                                               from event


                  Termination with cause         Same                          Same
                  or any other termination

                  *DIRECTORS

                  Death                           Immediate full vesting       Earlier of scheduled
                                                                               expiry date of the
                                                                               Option and one year from
                                                                               event

                  Retirement in accordance        In accordance with the       Earlier of the scheduled
                  with the Corporation's          terms of the Options         expiry date of the Option
                  rules respecting                                             and four years from date
                  retirement age for                                           upon which Director ceases
                  Directors                                                    to hold office

                  Not renominated or re-          In accordance with terms     Earlier of scheduled expiry
                  elected                         of the Options               date of the Option and four
                                                                               years from the date upon
                                                                               which the Director ceases
                                                                               to hold office
</TABLE>

-------------
Prior to March 25, 2002, the Plan provided for the grant of Options to directors
of the Corporation and a number of Options had been granted to directors and
remained outstanding at the date of the amendments.

<PAGE>
                                     - 8 -

<TABLE>
<CAPTION>
                  REASON FOR TERMINATION          ACCELERATION OF VESTING            OPTION EXERCISE
                  ----------------------          -----------------------      ----------------------------
                  <S>                             <C>                          <C>
                  Resignation                     In accordance with terms     Earlier of scheduled expiry
                                                  of the Options               date of the Option and 60
                                                                               days from event

                  Any other termination or        Same                         Same
                  removal
</TABLE>


         7.3    Options shall not be affected by any change of employment of the
                Optionee or by the Optionee ceasing to be a director where the
                Optionee continues to be employed on a full-time basis by, or
                continues to be a director or officer of, the Corporation or any
                Affiliate of the Corporation.

8.       EXERCISE OF OPTIONS

         8.1    Subject to the provisions of the Plan, an Option may be
                exercised from time to time by delivery to the Corporation at
                its head office of a written notice of exercise addressed to the
                Corporate Secretary specifying the number of Shares with respect
                to which the Option is being exercised and accompanied by
                payment in full of the Exercise Price of the Shares to be
                purchased. Certificates for such Shares shall be issued and
                delivered to the Optionee within a reasonable time following the
                receipt of such notice and payment.

         8.2    Notwithstanding an of the provisions contained in the Plan or in
                any Option, the Corporation's obligation to issue Shares to an
                Optionee pursuant to the exercise of an Option shall be subject
                to:

                (a)  completion of such registration or other qualification of
                     such Shares or obtaining approval of such governmental
                     authority as the Corporation shall determine to be
                     necessary or advisable in connection with the
                     authorization, issuance or sale thereof;

                (b)  the listing of such Shares on any stock exchange on which
                     the Shares may then be listed; and

                (c)  the receipt from the Optionee of such representations,
                     agreements and undertakings, including as to future
                     dealings in such Shares, as the Corporation or its counsel
                     determines to be necessary or advisable in order to
                     safeguard against the violation of the securities laws of
                     any jurisdiction.

                In this connection the Corporation shall, to the extent
                necessary, take all reasonable steps to obtain such approvals,
                registrations and qualifications as may be necessary for the
                issuance of such Shares in compliance with


<PAGE>
                                     - 9 -


                applicable securities laws and for the listing of such Shares on
                any stock exchange on which the Shares are then listed.

9.       EXERCISE OF SARs

         9.1    Subject to the provisions of the Plan, SARs may be exercised
                from time to time by delivery to the Corporation at its head
                office of a written notice of exercise specifying the number of
                rights to subscribe for a Share, to which a SAR is connected,
                that the Optionee is electing to surrender. Cash in an amount
                equal to the aggregate of the amounts payable under section 6.1
                in respect of the surrender of such rights, net of any
                applicable withholdings (including withholding taxes), shall be
                delivered to the Optionee within a reasonable time following the
                receipt of such notice.

         9.2    Payments pursuant to this Section 9 shall be made by either the
                Corporation, or the Affiliate of the Corporation that employs
                the Optionee, as directed by the Board from time to time.

10.      CHANGE OF CONTROL AND CERTAIN ADJUSTMENTS

         10.1   If, during the term of the Option, the Corporation shall file
                articles of arrangement providing that its outstanding Shares
                are transferred in exchange for securities of another
                corporation or shall merge into or amalgamate with any other
                corporation or shall sell the whole or substantially the whole
                of its assets and undertaking for securities of another
                corporation, the Corporation will make provision that, upon the
                exercise of any option during its unexpired period after the
                effective date of such arrangement, merger, amalgamation or
                sale, the Optionee shall receive such number of securities of
                the other, continuing or successor corporation in such
                arrangement, merger or amalgamation or of the shares of the
                purchasing corporation in such sale as he or she would have
                received as a result of such arrangement, merger, amalgamation
                or sale if the Optionee had purchased Shares immediately prior
                thereto for the same consideration paid on the exercise of the
                Option and had held such Shares on the effective date of such
                arrangement, merger, amalgamation or sale. Upon such provision
                being made, the obligation of the Corporation to the Optionee in
                respect of the Shares then remaining subject to this option
                shall terminate and be at an end.

         10.2   If, during the term of this option, a take-over bid (as defined
                in the Securities Act (Alberta)) which is not exempt from the
                take-over bid requirements of the Securities Act (Alberta) shall
                be made for the Shares, the Optionee shall have the right to
                exercise the Option to purchase all of the Shares optioned which
                have not previously been purchased under the Option, but such
                Shares may only be purchased for tender pursuant to such
                take-over bid. If for any reason such Shares are not so tendered
                or, if tendered, are not, for any reason, taken up and paid for
                by the offeror pursuant to the take-over bid, any such Shares so
                purchased by the


<PAGE>
                                     - 10 -


                Optionee shall be and shall be deemed to be cancelled and
                returned to the treasury of the Corporation, shall be added back
                to the number of Shares, if any, remaining unexercised under the
                Option and upon presentation to the Corporation of share
                certificates representing such Shares properly endorsed for
                transfer back to the Corporation, the Corporation shall refund
                to the Optionee all consideration paid by him in the initial
                purchase thereof.

         10.3   Appropriate adjustments regarding Options granted or to be
                granted, in the number of Shares optioned and in the Exercise
                Price, shall be made by the Board to give effect to adjustments
                in the number of Shares resulting from subdivisions,
                consolidations or reclassifications of the Shares, the payment
                of stock dividends by the Corporation (other than dividends in
                the ordinary course) or other relevant changes in the capital
                stock of the Corporation. The appropriate adjustment in any
                particular circumstance shall be conclusively determined by the
                Board in its sole discretion, subject to approval by the
                shareholders of the Corporation and to acceptance by the Toronto
                Stock Exchange, respectively, if applicable.

11.      AMENDMENT OR DISCONTINUANCE OF PLAN

         11.1   The Board may amend, suspend or discontinue the Plan at any
                time; provided however, that no such amendment may increase the
                maximum number of Shares that may be optioned under the Plan,
                change the manner of determining the Exercise Price or, without
                the consent of the Optionee, alter or impair any Option
                previously granted to an Optionee under the Plan.
                Notwithstanding the foregoing, the Board may at any time without
                requiring the consent or agreement of an Optionee add SARs to
                any Option granted on or after January 1, 2004 that was granted
                without connected SARs.

         11.2   No amendment, suspension or discontinuance of the Plan may
                contravene the requirements of the Exchange or any securities
                commission or regulatory body to which the Plan or the
                Corporation is now or may hereafter be subject to.

12.      ACCOUNTS AND STATEMENTS

         12.1   The Corporation shall maintain records of the details of each
                Option and SAR granted to each Optionee under the Plan. Upon
                request therefor from an Optionee and at such other times as the
                Corporation shall determine, the Corporation shall furnish the
                Optionee with a statement setting forth details of his or her
                Options and SARs. Such statement shall be deemed to have been
                accepted by the Optionee as correct unless written notice to the
                contrary is given to the Corporation within 10 days after such
                statement is given to the Optionee.

<PAGE>
                                     - 11 -


13.      NOTICES

         13.1   Any payment, notice, statement, certificate or other instrument
                required or permitted to be given to an Optionee or any person
                claiming or deriving any rights through him or her shall be
                given by:

                     (i)  delivering it personally to the Optionee or the person
                          claiming or deriving rights to him or her, as the case
                          may be; or

                     (ii) mailing it, postage paid (provided that the postal
                          service is then in operation) or delivering it to the
                          address which is maintained for the Optionee in the
                          Corporation's or the Affiliate's (as the case may be)
                          personnel records.

         13.2   Any payment, notice, statement, certificate or instrument
                required or permitted to be given to the Corporation shall be
                given by mailing it, postage prepaid (provided that the postal
                service is then in operation) or delivering it to the
                Corporation at the following address:

                     Agrium Inc.
                     13131 Lake Fraser Drive S.E.
                     Calgary, Alberta  T2J 7E8

                     Attention: Corporate Secretary

         13.3   Any payment, notice, statement, certificate or instrument
                referred to in sections 13.1 or 13.2, if delivered, shall be
                deemed to have been given or delivered, on the date on which it
                was delivered or, if mailed (provided that the postal service is
                then in operation), shall be deemed to have been given or
                delivered on the second business day following the date on which
                it was mailed.

14.      MISCELLANEOUS

         14.1   The holder of an Option shall not have any rights as a
                shareholder of the Corporation with respect to any of the Shares
                covered by such Option until such holder shall have exercised
                such Option in accordance with the terms of the Plan and the
                issuance of the Shares by the Corporation.

         14.2   Nothing in the Plan or any Option shall confer upon any Optionee
                any right to continue in the employ of the Corporation or any
                Affiliate of the Corporation or affect in any way the right of
                the Corporation or any such Affiliate to terminate his or her
                employment at any time; nor shall anything in the Plan or any
                Option be deemed or construed to constitute an agreement, or an
                expression of intent, on the part of the Corporation or any such
                Affiliate to extend the employment of any Optionee beyond the
                time that he or she would normally be retired pursuant to the
                provisions of any


<PAGE>
                                     - 12 -


                present or future retirement plan of the Corporation or any such
                Affiliate or any present or future retirement policy of the
                Corporation or any such Affiliate, or beyond the time at which
                he or she would otherwise be retired pursuant to the provisions
                of any contract of employment with the Corporation or any such
                Affiliate. For greater certainty, a period of notice, if any, or
                payment in lieu thereof, upon termination of employment,
                wrongful or otherwise, shall not be considered as extending the
                period of employment for the purposes of the Plan.

         14.3   To the extent required by law or regulatory policy necessary to
                allow Shares issued on exercise of an Option to be free of
                resale restrictions, the Corporation shall report the grant,
                exercise or termination of the Option to the Exchange and the
                appropriate securities regulatory authorities.

15.      SHAREHOLDER AND REGULATORY APPROVAL

         15.1   The Plan shall be subject to the approval of the shareholders of
                the Corporation to be given by a resolution passed at a meeting
                of the shareholders of the Corporation in accordance with the
                Canada Business Corporations Act and to acceptance by the
                Exchange. Any SARs granted under this Plan prior to such
                approval and acceptance shall be conditional upon such approval
                and acceptance being given and no such SARs may be exercised
                unless and until such approval and acceptance is given.

16.      TRANSITION

         16.1   This Plan, originally approved and implemented on March 15,
                1995, as amended January 5, 1996; May 5, 1999; May 10, 2000 and
                May 8, 2002, shall be amended and restated effective January 1,
                2004, subject to shareholder approval (to be submitted to the
                Corporation's shareholders for approval at the Annual General
                Meeting of Shareholders to be held on April 28, 2004), and upon
                shareholder approval of the Plan as amended and restated herein,
                this Plan shall continue in full force and effect as of January
                1, 2004, as herein provided.

17.      GENERAL

         17.1   This Plan shall be construed and interpreted in accordance with
                the laws of Alberta.

         17.2   If any provision of this Plan is determined to be void, the
                remaining provisions shall be binding as though the void parts
                were deleted.

<PAGE>


                                  SCHEDULE "A"


         THE FOLLOWING IS THE VERSION OF SECTION 7.2 THAT APPLIES TO OPTIONS
GRANTED PRIOR TO MAY 10, 2000 WHERE THE OPTIONHOLDER HAS NOT AGREED TO HAVE THE
AMENDMENTS ENACTED ON THAT DATE APPLY TO THE OPTIONS GRANTED PRIOR TO MAY 10,
2000.

         7.2    If, before the expiry of an Option in accordance with the terms
                thereof, the employment of the Optionee by the Corporation or by
                any Subsidiary of the Corporation or the position of Optionee as
                a Director of the Corporation shall terminate for any reason
                whatsoever, such Option may, subject to the terms thereof and
                any other terms of the Plan, be exercised by the Optionee, or,
                if the Optionee is deceased by the legal personal
                representative(s) of the estate of the Optionee on the following
                basis:

<TABLE>
<CAPTION>
                REASON FOR                     ACCELERATION OF                OPTION EXERCISE
                TERMINATION                    VESTING
                -----------                    ---------------                ---------------

                <S>                            <C>                            <C>
                Death                          Immediate full vesting         Earlier of Expiry Date
                                                                              and one year from
                                                                              event

                Retirement at normal           Same                           Same
                retirement age

                Early retirement               Same                           Same
                required by
                Corporation

                Termination without            Same                           Earlier of Expiry Date
                cause                                                         and one year from the
                                                                              end of the agreed or
                                                                              otherwise binding
                                                                              severance period

                Resignation                    In accordance with             Earlier of Expiry date
                                               terms of the Options           and 60 days from
                                                                              event

                Termination with               Same                           Same
                cause or any other
                termination
</TABLE>

<PAGE>



                                       A-2
<TABLE>
<CAPTION>
                REASON FOR                     ACCELERATION OF                OPTION EXERCISE
                TERMINATION                    VESTING
                -----------                    ---------------                ---------------

                <S>                            <C>                            <C>

                DIRECTORS

                Death                          Immediate full vesting         Earlier of Expiry Date
                                                                              and one year from
                                                                              event

                Retirement in                  Same                           Same
                accordance with the
                Corporation's rules
                respecting retirement
                age for Directors

                Not renominated or             Same                           Earlier of Expiry Date
                re-elected                                                    or one year following
                                                                              the date the Director
                                                                              ceases to hold office

                Resignation                    In accordance with             Earlier of Expiry Date
                                               terms of the Options           and 60 days from
                                                                              event

                Any other                      Same                           Same
                termination or
                removal

</TABLE>