EXHIBIT 4.3


                          BALLARD POWER SYSTEMS INC.

                    DEFERRED SHARE UNIT PLAN FOR DIRECTORS

                         OF BALLARD POWER SYSTEMS INC.



                                   SECTION 1
                              GENERAL PROVISIONS


1.1     PURPOSE

The purpose of the Plan is to provide certain discretionary compensation (as
determined by the Corporation), including compensation to satisfy annual
retainers payable to Directors by enabling Directors to participate in any
increase in the value of the Corporation as evidenced by the increase in value
of the Shares. In addition, the Corporation wishes to promote a greater
alignment of interests between Directors of the Corporation and the
shareholders.



1.2     2003 SHARE DISTRIBUTION PLAN

Unless otherwise determined by the Board, the 2003 Share Distribution Plan
will be used to satisfy Deferred Share Units that are redeemed for Shares.


1.3     DEFINITIONS

As used in the Plan, the following terms have the respective meanings:

"Annual Retainer" for a particular Director means either

(i)     the aggregate of the annual retainer (including any additional amounts
        payable for serving as lead Director or committee Chair or member of
        the Audit Committee) and the Attendance Fee, payable to that Director,
        or

(ii)    the annual retainer (which may include any additional amounts payable
        for serving as lead Director or committee Chair or member of the Audit
        Committee), payable to that Director

as determined by the Board;

"Applicable Withholding Tax" has the meaning set forth in section 2.5.4.;

"Attendance Fee" means, for any 12-month period, amounts payable to a Director
as a Board meeting attendance fee or a committee meeting attendance fee;

"Board" means the Board of Directors of the Corporation;

"Committee" means the Corporate Governance Committee of the Board, or any
other persons designated by the Board;

"Corporation" means Ballard Power Systems Inc.;


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"Deferred Share Unit" means a right granted by the Corporation to an Eligible
Person to receive, on a deferred payment basis, a Share on the terms contained
in the Plan;

"Director" means a member of the Board of the Corporation;

"Eligible Person" means any director of the Corporation who is not an officer
of the Corporation or a nominee of DaimlerChrysler AG or Ford Motor Company
and who elects to participate in the Plan; it being understood that for the
purposes of this Plan, the Chairman of the Board shall not be considered to be
an officer of the Corporation;

"Eligible Remuneration" means all discretionary amounts payable to an Eligible
Person by the Corporation as determined by the Board in its sole and absolute
discretion, including all or part of amounts payable in satisfaction of the
Annual Retainer payable to an Eligible Person or in satisfaction of rights or
property surrendered by an Eligible Person to the Corporation; it being
understood that the amount of Eligible Remuneration payable to any Eligible
Person may be calculated by the Board in a different manner than Eligible
Remuneration payable to another Eligible Person;

"Fair Market Value" means not less than the closing sale price per Share at
which Shares are traded on the TSX or on NASDAQ on the relevant date. If the
Shares are not listed on the TSX or NASDAQ, the Fair Market Value will be the
value established by the Board based on the average of the closing prices per
Share on any other public exchange on which the Shares are listed, or if the
Shares are not listed on any public exchange, by the Board based on its
determination of the fair value of the Shares;

"Filing Date" has the meaning given to that term in section 2.5.1.1;

"NASDAQ" means the Nasdaq National Market;

"Plan" means the Ballard Power Systems Inc. Deferred Share Unit Plan for
Directors of the Corporation, as amended from time to time;

"Remuneration Period" means the period commencing on the date on which
Directors are elected at the annual meeting of shareholders of the Corporation
and ending on the next succeeding annual meeting, or where the context
requires, any portion of such period;

"Share" means a common share in the capital of the Corporation;

"Terminated Service" means that an Eligible Person has, except as a result of
death, ceased to be a director of the Corporation;

"TSX" means The Toronto Stock Exchange;

"U.S. Director" means a Director who is a United States citizen or a United
States resident as defined under U.S. tax law; and

"2003 Share Distribution Plan" means the 2003 Share Distribution Plan of the
Corporation dated for reference May 22, 2003.

1.4     EFFECTIVE DATE

The Plan will be effective on September 16, 2003.

1.5     ADMINISTRATION

The Board will, in its sole and absolute discretion, but subject to applicable
corporate, securities and tax law requirements: (i) interpret and administer
the Plan, (ii) establish, amend and rescind any rules and regulations relating
to the Plan, and (iii) make any other determinations that the Board deems
necessary or desirable for the


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administration of the Plan. The Board may correct any defect or any omission
or reconcile any inconsistency in the Plan in the manner and to the extent the
Board deems, in its sole and absolute discretion, necessary or desirable. Any
decision of the Board in the interpretation and administration of the Plan
will be final, conclusive and binding on all parties concerned. All expenses
of administration of the Plan will be borne by the Corporation.


1.6     ANNUAL ELECTION

Each Eligible Person may elect, with respect to a Remuneration Period, to be
paid a percentage (from zero to one hundred percent) of his or her Eligible
Remuneration that represents the Annual Retainer, net of any Applicable
Withholding Taxes, in Deferred Share Units, with the balance, if any, being
paid in Shares. The election must be completed, signed and delivered to the
Corporation

        (i)     subject to (iii), for the Remuneration Period from the
                Effective Date of the Plan until the next annual meeting of
                shareholders of the Corporation, within 30 days of the
                Effective Date of the Plan, in which case the election will
                only apply to the portion of the Annual Retainer payable with
                respect to services rendered no earlier than 30 days after the
                delivery of the election,

        (ii)    subject to (iii), for any other Remuneration Period, by April
                15 of each year, in which case the election will apply to all
                amounts of the Annual Retainer payable with respect to
                services rendered during the entire Remuneration Period, and

        (iii)   for an Eligible Person who was not an Eligible Person either
                on the Effective Date of the Plan or on April 15 of a
                particular year, within 30 days of becoming an Eligible
                Person, in which case the election will only apply to the
                portion of the Annual Retainer payable with respect to
                services rendered no earlier than 30 days after the delivery
                of the election.

If no election is made in respect of a particular calendar year, the new or
existing Eligible Person will receive the Eligible Remuneration in Shares.


1.7     DELEGATION

The Board may, to the extent permitted by law, delegate any of its
responsibilities under the Plan and powers related thereto to the Committee or
to one or more officers of the Corporation and all actions taken and decisions
made by the Committee or by such officers in this regard shall be final,
conclusive and binding on all parties concerned, including, but not limited
to, the Corporation, the Eligible Person, and their legal representatives.


                                   SECTION 2
                             AWARDS UNDER THE PLAN

2.1     DETERMINATION OF DEFERRED SHARE UNITS

Subject to terms of the Plan and any rules, approvals and conditions as the
Board may impose, an Eligible Person may elect to receive his or her Eligible
Remuneration in the form of Deferred Share Units. Deferred Share Units
pursuant to the Plan will be credited to an account maintained for each
Eligible Person by the Corporation twice a year in March and September or as
otherwise determined by the Corporation. The number of Deferred Share Units
(including fractional Deferred Share Units, computed to three digits) to be
credited to an Eligible Person will be determined on the date approved by the
Board by dividing the amount of the Eligible Remuneration to be deferred into
Deferred Share Units by the Fair Market Value per Share on that date.

2.2     DIVIDEND EQUIVALENTS

On any date on which a dividend is paid on Shares, an Eligible Person's
account will be credited with the number of Deferred Share Units (including
fractional Deferred Share Units, computed to three digits) calculated by (i)


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multiplying the amount of the dividend per Share by the aggregate number of
Deferred Share Units that were credited to the Eligible Person's account as of
the record date for payment of the dividend, and (ii) dividing the amount
obtained in (i) by the Fair Market Value on the date on which the dividend is
paid.

2.3     ELIGIBLE PERSON'S ACCOUNT

A written confirmation of the balance in each Eligible Person's Account will
be sent by the Corporation to the Eligible Person upon request of the Eligible
Person.

2.4     ADJUSTMENTS AND REORGANIZATIONS

In the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spin-off or other distribution of Corporation
assets to shareholders, or any other change in the capital of the Corporation
affecting Shares, the Board, in its sole and absolute discretion, will make,
with respect to the number of Deferred Share Units outstanding under the Plan,
any proportionate adjustments as it considers appropriate to reflect that
change.

2.5.1   TERMINATION OF SERVICE

2.5.1.  Non-U.S. Directors
        ------------------

        2.5.1.1     An Eligible Person who is not a U.S. Director and who has
                    Terminated Service may receive Shares in respect of the
                    Deferred Share Units credited to the Eligible Person's
                    account (determined in accordance with section 2.5.1.2) by
                    filing with the Secretary of the Corporation a notice of
                    redemption in the form prescribed from time to time by the
                    Corporation on or before December 15 of the first calendar
                    year commencing after the date of the Eligible Person's
                    Terminated Service. If the Eligible Person fails to file
                    such notice on or before that December 15, the Eligible
                    Person will be deemed to have filed with the Secretary of
                    the Corporation a notice of redemption on that December
                    15. The date on which a notice is filed or deemed to be
                    filed with the Secretary of the Corporation is the "Filing
                    Date". The Corporation shall have the discretion to defer
                    the Filing Date to any other date if such deferral is, in
                    the sole opinion of the Corporation, desirable to ensure
                    compliance with section 3.3.

        2.5.1.2     The notice filed by the Eligible Person who is not a U.S.
                    Director will specify that the Eligible Person desires to
                    receive a Share for each Deferred Share Unit (net of any
                    Applicable Withholding Tax). The Corporation shall issue
                    one Share for each whole Deferred Share Unit to the
                    Eligible Person. Such payment shall be made by the
                    Corporation as soon as reasonably possible following the
                    Filing Date. In no event will payment be made later than
                    December 31 of the first calendar year commencing after
                    the Eligible Person has Terminated Service. Fractional
                    Shares shall not be issued, and where an Eligible Person
                    would be entitled to receive a fractional Share in respect
                    of any fractional Deferred Share Unit, the Corporation
                    shall pay to such Eligible Person, in lieu of such
                    fractional Share, cash equal to the Fair Market Value of
                    such fractional Share, calculated as at the day before
                    such payment is made.

        2.5.1.3     In the event of the death of an Eligible Person who is not
                    a U.S. Director, the Corporation will, within two months
                    of the Eligible Person's death, issue one Share for each
                    whole Deferred Share Unit credited to the deceased
                    Eligible Person's account (net of any Applicable
                    Withholding Tax) to or for the benefit of the legal
                    representative of the Eligible Person. Fractional Shares
                    shall not be issued, and where the legal representative
                    would be entitled to receive a fractional Share in respect
                    of any fractional Deferred Share Unit, the Corporation
                    shall pay to such legal representative, in lieu of such
                    fractional Share, cash equal to the Fair Market Value of
                    such fractional Share, calculated as at the day before
                    such payment is made.

        2.5.1.4     If an Eligible Person who is not a U.S. Director dies
                    after the Eligible Person has Terminated Service but
                    before filing a notice of redemption with the Corporate
                    Secretary of the


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                    Corporation, section 2.5.1.3 will apply provided that, in
                    no event will payment be made later than December 31 of
                    the first calendar year commencing after the Eligible
                    Person has Terminated Service.

2.5.2   U.S. Directors
        --------------

        2.5.2.1     In the event that an Eligible Person who is a U.S.
                    Director has Terminated Service, the Corporation will
                    issue one Share for each whole Deferred Share Unit
                    credited to the Eligible Person's account (net of any
                    Applicable Withholding Tax) to the Eligible Person.
                    Subject to section 3.3, such payment shall be made by the
                    Corporation as soon as reasonably possible following the
                    date the Eligible Person Terminated Service. Fractional
                    Shares shall not be issued, and where the Eligible Person
                    would be entitled to receive a fractional Share in respect
                    of any fractional Deferred Share Unit, the Corporation
                    shall pay to such Eligible Person, in lieu of such
                    fractional Share, cash equal to the Fair Market Value of
                    such fractional Share, calculated as at the day before
                    such payment is made.

        2.5.2.2     In the event of the death of an Eligible Person who is a
                    U.S. Director, the Corporation will issue one Share for
                    each whole Deferred Share Unit credited to the deceased
                    Eligible Person's account (net of any Applicable
                    Withholding Tax) to or for the benefit of the legal
                    representative of the Eligible Person. Subject to section
                    3.3, such payment shall be made by the Corporation as soon
                    as reasonably possible following the date of death of the
                    Eligible Person. Fractional Shares shall not be issued,
                    and where the legal representative would be entitled to
                    receive a fractional Share in respect of any fractional
                    Deferred Share Unit, the Corporation shall pay to such
                    legal representative, in lieu of such fractional Share,
                    cash equal to the Fair Market Value of such fractional
                    Share, calculated as at the day before such payment is
                    made.

2.5.3   Applicable Withholding Tax
        --------------------------

        The Corporation shall be authorized to deduct such taxes and other
        amounts as it may be required by law to withhold, in such manner as it
        determines ("Applicable Withholding Tax"). The Corporation may require
        Eligible Persons to deliver undertakings to, or indemnities in favour
        of, the Corporation respecting the payment by such Eligible Persons of
        applicable income or other taxes.

2.6     ELIGIBILITY TO BE IN THE TOTAL DISCRETION OF THE BOARD

No Director shall have any right or entitlement to be selected or designated as
an Eligible Person by the Board. The selection or designation of any Director
shall be in the sole and absolute discretion of the Board and any decision of
the Board shall be final, binding and conclusive on all parties concerned.


                                   SECTION 3
                                    GENERAL

3.1     TRANSFERABILITY OF AWARDS

An Eligible Person may not assign any Deferred Share Unit or any other right,
benefit or interest in this Plan without the written consent of the Corporation,
and any purported assignment without such consent will be void and need not be
recognized by the Corporation, except that in the event of the death of the
Eligible Person, the legal representatives of the Eligible Person will be
entitled to receive the amount of any payment otherwise payable to the Eligible
Person hereunder in accordance with the provisions hereof.

3.2     NO RIGHT TO SERVICE

Neither participation in the Plan nor any action under the Plan will be
construed to give any Eligible Person a right to be retained in the service of
the Corporation.


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3.3     APPLICABLE TRADING POLICIES

The Board and each Eligible Person will ensure that all actions taken and
decisions made by the Board or an Eligible Person, as the case may be,
pursuant to the Plan comply with any applicable securities regulation and
policies of the Corporation relating to insider trading or "blackout" periods.

3.4     SUCCESSORS AND ASSIGNS

This Plan will enure to the benefit of and be binding upon the respective
legal representatives of the Eligible Person.

3.5     PLAN AMENDMENT

The Board may amend the Plan as it deems necessary or appropriate, subject to
applicable corporate, securities and tax law requirements, but no amendment
will, without the consent of the Eligible Person or unless required by law,
adversely affect the rights of an Eligible Person with respect to Deferred
Share Units to which the Eligible Person is then entitled under the Plan.

3.6     PLAN TERMINATION

The Board may terminate the Plan at any time, but no termination will, without
the consent of the Eligible Person or unless required by law, adversely affect
the rights of an Eligible Person with respect to Deferred Share Units to which
the Eligible Person is then entitled under the Plan.

3.7     GOVERNING LAW

The Plan and all matters to which reference is made in the Plan will be
governed by and construed in accordance with the laws of the Province of
British Columbia, and the laws of Canada applicable therein.

3.8     REORGANIZATION OF THE CORPORATION

The existence of any Deferred Share Units shall not affect in any way the
right or power of the Corporation or its shareholders to make or authorize any
adjustment, recapitalization, reorganization or other change in the
Corporation's capital structure or its business, or to create or issue any
bonds, debentures, shares or other securities of the Corporation or to amend
or modify the rights and conditions attaching thereto or to effect the
dissolution or liquidation of the Corporation, or any amalgamation,
combination, merger or consolidation involving the Corporation or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar nature or otherwise.

3.9     NO SHAREHOLDER RIGHTS

Under no circumstances shall Deferred Share Units be considered Shares or
other securities of the Corporation, nor shall they entitle any Eligible
Person to exercise voting rights or any other rights attaching to the
ownership of Shares of other securities of the Corporation, nor shall any
Eligible Person be considered the owner of the Shares by virtue of the award
of Deferred Share Units.

3.10    NO OTHER BENEFIT

No amount will be paid to, or in respect of, an Eligible Person under the Plan
to compensate for a downward fluctuation in the price of a Share, nor will any
other form of benefit be conferred upon, or in respect of, an Eligible Person
for such purpose.