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                                                                     EXHIBIT 4.1




                           NOVA CHEMICALS CORPORATION

                           RESTRICTED STOCK UNIT PLAN





                       ADOPTED EFFECTIVE SEPTEMBER 9, 2003





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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                        PAGE NO.
<S>                                                                  <C>
      Preamble and Definitions                                              1

      Construction and Interpretation                                       5

      Powers of the Board and Eligibility                                   6

      Restricted Stock Unit Accounts                                        9

      Vesting                                                              10

      Payment Following Vesting                                            12

      Termination and Change of Control                                    14

      Currency                                                             15

      No Rights As Shareholder                                             15

      Administration                                                       16

      Transferability                                                      19
</TABLE>



<PAGE>


                           NOVA CHEMICALS CORPORATION
                           RESTRICTED STOCK UNIT PLAN


                                    ARTICLE 1
                            PREAMBLE AND DEFINITIONS



1.1      Name of Plan

         The Plan herein described shall be called the "NOVA Chemicals
         Corporation Restricted Stock Unit Plan" and is referred to herein as
         the "Plan".

1.2      Purpose

         The purpose of the Plan is to promote the long-term interests of the
         Company and its stockholders by strengthening the Company's ability to
         attract, motivate and retain Eligible Employees and Eligible Directors
         upon whose judgment, initiative, and efforts the financial success and
         growth of the business of the Company largely depend, and to provide an
         additional incentive for such individuals through stock ownership and
         other rights that promote and recognize the financial success and
         growth of the Company and create value for shareholders of the Company.

1.3      Definitions

         In and for the purposes of the Plan, except as otherwise expressly
provided:

         (a)      "Applicable Source Deductions" has the meaning set out in
                  Section 10.8 of the Plan.

         (b)      "Award" means a grant under this Plan of Restricted Stock
                  Units.

         (c)      "Board" means the Board of Directors of the Company.

         (d)      "Change of Control" means any change in the holding, direct or
                  indirect, of the securities of the Company as a result of
                  which a person (as defined in the ALBERTA BUSINESS
                  CORPORATIONS ACT), or a group of persons, are in a position to
                  exercise effective control of the Company.

         (e)      "Code" means the United States INTERNAL REVENUE CODE OF 1986,
                  as amended from time to time, and the applicable regulations
                  promulgated thereunder.

         (f)      "Committee" means a committee of Directors appointed by the
                  Board in accordance with Section 3.2 of the Plan.

         (g)      "Committee Guidelines" means the rules, regulations,
                  agreements, policies, guidelines and instruments referred to
                  in Section 10.3 of the Plan.

         (h)      "Common Share" means a common share in the capital of the
                  Company.

         (i)      "Company" means NOVA Chemicals Corporation and includes any
                  successor corporation resulting from any form of corporate
                  reorganization.

         (j)      "Director" means any individual who is a member of the Board.

         (k)      "Dividend Equivalent" has the meaning ascribed to it in
                  Section 4.2 of the Plan.

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         (l)      "EBITDA" means for any period, the consolidated earnings
                  (losses) of the Company before extraordinary items and the
                  cumulative effect of accounting changes, as determined by the
                  Company in accordance with GAAP, and before interest (expenses
                  or income), taxes, depreciation, amortization, non-cash gains
                  and losses from sales of assets other than in the ordinary
                  course of business and non-cash expense charged against
                  earnings.

         (m)      "Eligible Employee or Eligible Director" means an Employee or
                  Non-Employee Director.

         (n)      "Employee" means any employee of the Company or of a
                  subsidiary of the Company.

         (o)      "Employer", in respect of any Employee, means the Company or
                  one of its subsidiaries that is the employer of such Employee.

         (p)      "Exchange Act" means the United States Securities Exchange Act
                  of 1934, as amended from time to time, and the applicable
                  rules and regulations promulgated thereunder.

         (q)      "Fair Market Value" of a Common Share means (i) the last
                  reported sale price at which Common Shares traded on the
                  Toronto Stock Exchange on a particular date; or (ii) if there
                  is no reported sale price at which Common Shares traded on
                  such Exchange on the particular date, then "Fair Market Value"
                  means the last reported sale price at which Common Shares
                  traded on such Exchange prior to the particular date; in the
                  event that the Common Shares are not listed on the Toronto
                  Stock Exchange but are listed on another stock exchange or
                  stock exchanges in Canada or the United States, the foregoing
                  references to the Toronto Stock Exchange shall be deemed to be
                  references to such other stock exchange, or, if more than one,
                  to such one as shall be designated by the Board.

         (r)      "Non-Employee Director" means a Director who is not an
                  Employee.

         (s)      "Participant" means an Employee or a Non-Employee Director who
                  has been selected to receive an Award or who has an
                  outstanding Award granted under the Plan.

         (t)      "Performance Goals" means the performance goals established by
                  the Board in connection with the grant of Restricted Stock
                  Units. In the case of Qualified Performance-Based Awards, (i)
                  such goals shall be based on the attainment of specified
                  levels of one or more of the following measures: revenues,
                  EBITDA margin, earnings per share, sales, net profit after
                  tax, gross profit, operating profit, cash generation, unit
                  volume, return on equity, change in working capital, return on
                  capital, shareholder return, market share or any other
                  objective performance measure established by the Committee,
                  and (ii) such Performance Goals shall be set by the Board
                  within the time period prescribed by Section 162(m) of the
                  Code and related regulations.

         (u)      "Plan" means the NOVA Chemicals Corporation Restricted Stock
                  Unit Plan, as it may from time to time be modified,
                  supplemented or amended and in effect.

         (v)      "Qualified Performance-Based Award" means an award of
                  Restricted Stock Units designated as such by the Board at the
                  time of grant, based upon a determination that (i) the
                  Participant is or may be a "covered employee" within the
                  meaning of Section 162(m)(3) of the Code in the year in which
                  the Company would expect to be able to claim a tax deduction
                  with respect to such Restricted Stock Units and (ii) the Board
                  wishes such Award to qualify for the Section 162(m) Exemption.

         (w)      "Restricted Stock Unit" or "RSU" means a unit credited by
                  means of a bookkeeping entry on the books of the Company to a
                  Participant's account which is granted in accordance with
                  Section 3.3 and administered in accordance with the terms and
                  conditions of the Plan, the value of which on a particular
                  date, shall be equal to the Fair Market Value of a Common
                  Share;

         (x)      "Restricted Stock Unit Account" or "RSU Account" means an
                  account described in Section 4.1 of the Plan.

<PAGE>

         (y)      "Restricted Stock Unit Agreement" has the meaning ascribed to
                  it in Section 3.7 of the Plan.

         (z)      "RSUP Trust Agreement" means the Restricted Stock Unit Plan
                  trust agreement as may be entered into by the Company and an
                  RSUP Trustee, from time to time, and includes any successor or
                  replacement agreement thereof or thereto.

         (aa)     "RSU Guidelines" means the rules, regulations, agreements,
                  policies, guidelines and instruments referred to in Section
                  10.4 of the Plan.

         (bb)     "RSUP Trustee" means the trustee under the RSUP Trust
                  Agreement as the Committee may from time to time designate to
                  act as trustee for the purposes of the Plan.

         (cc)     "Section 16(b)" means Section 16(b) of the Exchange Act.

         (dd)     "Section 162(m) Exemption" means the exemption from the
                  limitation on deductibility imposed by Section 162(m) of the
                  Code that is set forth in Section 162(m)(4)(C) of the Code.

         (ee)     "subsidiary" has the meaning that term had in the ALBERTA
                  BUSINESS CORPORATIONS ACT in effect on the date of adoption of
                  the Plan by the Board.

         (ff)     "Unvested Restricted Stock Units", in respect of any
                  Participant, means Restricted Stock Units recorded in the RSU
                  Account in respect of such Participant which have not yet
                  become vested and have not been forfeited and cancelled as
                  provided in Section 7.1 of the Plan or otherwise cancelled.

         (gg)     "Vested Restricted Stock Units", in respect of any
                  Participant, means Restricted Stock Units recorded in the RSU
                  Account in respect of such Participant which have become
                  vested pursuant to the provisions of the Plan.

<PAGE>

                                    ARTICLE 2
                         CONSTRUCTION AND INTERPRETATION

2.1      Gender, etc.

         In the Plan, references to the masculine include the feminine;
         reference to the singular shall include the plural and vice versa, as
         the context shall require.

2.2      Governing Law

         The validity, construction and effect of the Plan, any rules and
         regulations relating to the Plan, and any determination, designation,
         notice, election or other document contemplated herein shall be
         determined in accordance with the laws of the Province of Alberta and
         the laws of Canada applicable therein.

 2.3     Severability

         If any provision of the Plan or part hereof is determined to be void or
         unenforceable in whole or in part, such determination shall not affect
         the validity or enforcement of any other provision or part thereof.

 2.4     Headings

         Headings wherever used herein are for reference purposes only and do
         not limit or extend the meaning of the provisions herein contained.

 2.5     Language

         The Company and the Participants confirm their desire that this
         document along with all other documents including all notices relating
         hereto, be written in the English language. La Compagnie et les
         employes admissibles confirment leur volonte que ce document de meme
         que tous les documents, y compris tout avis, s'y rattachant soient
         rediges en anglais.


<PAGE>

                                    ARTICLE 3
                       POWERS OF THE BOARD AND ELIGIBILITY

3.1      Powers of the Board

         The Board may from time to time while the Plan is in force:

         (a)      name or designate as a Participant any Eligible Employee or
                  Eligible Director;

         (b)      grant Awards to Participants pursuant to the terms of the
                  Plan;

         (c)      determine the number of Common Shares to be covered by each
                  Award granted hereunder;

         (d)      approve forms of agreement for use under the Plan;

         (e)      determine the terms and conditions (which need not be the same
                  with respect to each Participant), not inconsistent with the
                  terms of the Plan, of any Award granted hereunder. Such terms
                  and conditions include, but are not limited to the vesting
                  criteria (including time and performance criteria) and any
                  vesting period applicable to any Award, any vesting
                  acceleration or waiver of forfeiture restrictions, and any
                  restriction or limitation regarding any grant of Restricted
                  Stock Units relating thereto, based in each case on such
                  factors as the Board, in its sole discretion, shall determine;

         (f)      construe and interpret the terms of the Plan and Awards
                  granted pursuant to the Plan and interpret, administer,
                  reconcile any inconsistency, correct any default and/or supply
                  any omission in the Plan and any instrument or agreement
                  relating to any Award granted under the Plan; provided,
                  however, that the Board may not adjust upwards the amount
                  payable with respect to a Qualified Performance-Based Award or
                  alter the Performance Goals associated therewith;

         (g)      prescribe, amend and rescind rules and regulations relating to
                  the Plan, including rules and regulations relating to
                  sub-plans established for the purpose of qualifying for
                  preferred tax treatment, complying with securities laws or
                  otherwise complying with foreign tax laws;

         (h)      modify or amend each Award; provided, however, that the Board
                  may not adjust upwards the amount payable with respect to a
                  Qualified Performance-Based Award or alter the Performance
                  Goals associated therewith;

         (i)      satisfy withholding tax obligations by withholding from the
                  Common Shares to be purchased upon lapsing of restrictions on
                  Restricted Stock Units that number of Common Shares having a
                  Fair Market Value equal to the amount required to be withheld
                  or if the Restricted Stock Units are paid in cash, withholding
                  the amount required to be withheld from the cash payment. The
                  Fair Market Value of the Common Shares to be withheld shall be
                  determined on the date that the amount of tax to be withheld
                  is to be determined;

         (j)      authorize any person to execute on behalf of the Company any
                  instrument required to effect the grant of an Award previously
                  granted by the Board; and

         (k)      make all other determinations deemed necessary or advisable
                  for administering the Plan.

3.2      Effect of the Board's Decision

         The Board's decisions, determinations and interpretations shall be
         final, binding and conclusive on all Participants, and all other
         persons having an interest herein. No member of the Board shall be
         liable for any action or determination made in good faith with respect
         to the Plan or any award hereunder.

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         Each member of the Board or Committee is indemnified and held harmless
         by the Company against any cost or expense (including any sum paid in
         settlement of a claim with the approval of the Company) arising out of
         any act or omission to act in connection with the Plan to the extent
         permitted by applicable law. This indemnification is in addition to any
         rights of indemnification a Board or Committee member may have as
         director or otherwise under the by-laws of the Corporation, any
         agreement, any vote of shareholders, or disinterested directors, or
         otherwise.

3.3      Committee Recommendations

         The Committee will from time to time while the Plan is in force review
         and recommend for approval by the Board and designation as
         "Participants" Eligible Employees and Eligible Directors whose
         participation in the Plan would, in the opinion of the Committee, be
         consistent with the purposes of the Plan, the number of Restricted
         Stock Units to be awarded to each Participant from time to time, the
         vesting criteria and vesting period applicable to any Award and any
         terms and conditions relating to any Award that are consistent with the
         Plan and that the Committee determines to be appropriate.

3.4      Service Period

         Each Award made to a Participant shall be in respect of services
         performed or to be performed by the Participant in the calendar year in
         which the Award was made.

3.5      Limitation on Rights

         Except as expressly set out herein or in the RSU Guidelines, the
         Committee Guidelines or any agreement referred to in Section 3.7 below,
         nothing in the Plan or in any of the RSU Guidelines, the Committee
         Guidelines or in any agreement referred to in Section 3.7 shall confer
         on any Employee any right to be named or designated as a Participant or
         to be awarded any Restricted Stock Units. Except as may be expressly
         set out herein or in the RSU Guidelines or the Committee Guidelines or
         as required by law, there is no obligation for uniformity of treatment
         of Participants or Eligible Employees and Eligible Directors, or any
         group of Participants or Eligible Employees and Eligible Directors,
         whether based on salary grade or organizational level or otherwise. Any
         Award made to any Participant shall not obligate the Board to make any
         subsequent Award to that Participant.

3.6      Waiver of Eligibility Requirements

         The Committee and the Board may, in their discretion, where the
         Committee or the Board, as the case may be, is of the opinion that it
         is reasonable to do so and it does not adversely affect the rights of
         the Participant under the Plan, waive any restrictions with respect to
         eligibility or participation in the Plan and, notwithstanding the
         provisions of Section 3.1, the Board, in its discretion, may name or
         designate as a Participant any Eligible Employee or Eligible Director
         whose participation in the Plan would, in the opinion of the Board or
         the Committee, be consistent with the purposes of the Plan, and award
         Restricted Stock Units to such Participant.

3.7      Restricted Stock Unit Agreements

         Each Award shall be evidenced by a written agreement executed by the
         Participant that shall specify the number of Awards granted and such
         other provisions as the Board shall determine in its sole discretion (a
         "Restricted Stock Unit Agreement"). A Participant will not be entitled
         to any Award or any benefit of the Plan unless the Participant agrees
         with the Company to be bound by the provisions of the Plan. By entering
         into a Restricted Stock Unit Agreement, each Participant shall be
         deemed conclusively to have accepted and consented to all terms of the
         Plan and all bona fide actions or decisions made by the Board, and the
         Committee in relation to the Plan. Such terms and consent shall also
         apply to and be binding on the legal representatives, beneficiaries and
         successors of each Participant. The Company shall provide each
         Participant with a copy of the Plan.


<PAGE>


3.8      No Right to Employment

         The Plan shall not be interpreted as either an employment or trust
         agreement. Nothing in the Plan nor any RSU Guidelines, Committee
         Guidelines or any Restricted Stock Unit Agreement nor any action taken
         hereunder shall be construed as giving any Participant the right to be
         retained in the continued employ or service of the Company or any of
         its subsidiaries, or giving any Participant or any other person the
         right to receive any benefits not specifically expressly provided in
         the Plan nor shall it interfere in any way with any other right of the
         Company or any subsidiary of the Company to terminate the employment or
         service of any Participant at any time.


<PAGE>


                                    ARTICLE 4
                         RESTRICTED STOCK UNIT ACCOUNTS


4.1      RSU Accounts

         An account will be established, for bookkeeping purposes only, for each
         Participant that is awarded Restricted Stock Units under the Plan, to
         reflect such Participant's interest under the Plan. The account so
         established shall be (a) credited with each number of Restricted Stock
         Units (including, if applicable, fractional Restricted Stock Units)
         awarded under the Plan, and (b) adjusted to reflect (i) additional
         Dividend Equivalents (including, if applicable, fractional Restricted
         Stock Units) required to be credited pursuant to Section 4.2 of the
         Plan, and (ii) the cancellation of all Restricted Stock Units
         (including, if applicable, fractional Restricted Stock Units) with
         respect to which payments are made pursuant to Article 6 or Article 7
         of the Plan, or which are forfeited and/or cancelled pursuant to
         Section 7.1 of the Plan. Neither the Plan nor any of the RSU accounts
         established hereunder shall hold any actual funds or assets.

4.2      Dividend Equivalents

         The RSU Account in respect of each Participant will be credited with
         additional Restricted Stock Units (including, if applicable, fractional
         Restricted Stock Units) ("Dividend Equivalents") on each dividend
         payment date in respect of which cash dividends are paid by the Company
         on the Common Shares. Such Dividend Equivalents will be computed by
         dividing (i) the product obtained by multiplying the amount of the
         dividend declared and paid by the Company on the Common Shares on a per
         share basis (excluding stock dividends, but including dividends which
         may be paid in cash or in shares at the option of the holder) by the
         number of Restricted Stock Units recorded in the RSU Account in respect
         of the Participant on the record date for the payment of such dividend,
         by (ii) the Fair Market Value of a Common Share on the date the
         dividend is paid by the Company.

4.3      Reorganization Adjustments

         In the event

         (a)      of any change in the Common Shares through subdivision,
                  consolidation, reclassification, amalgamation, merger or
                  otherwise, or

         (b)      of any stock dividend to holders of Common Shares, or

         (c)      that as a result of any recapitalization, merger,
                  consolidation or otherwise the Common Shares are converted
                  into or exchangeable for any other shares,

         then in any such case the number of Common Shares available for
         Restricted Stock Units and the number of Common Shares covered by
         outstanding Restricted Stock Units shall be proportionately adjusted by
         the Board to prevent substantial dilution or enlargement of the rights
         granted to, or available for, Participants.


<PAGE>

                                    ARTICLE 5
                                     VESTING

5.1      Vesting - General

         Subject to Sections 5.3 and 5.4, all Restricted Stock Units awarded
         under the Plan shall be subject to a vesting schedule to be determined
         by the Board in its own discretion, and all Dividend Equivalents
         referred to in Section 4.2 shall vest at the time when the Restricted
         Stock Units in respect of which such Dividend Equivalents were credited
         vest.

5.2      Vesting Criteria

         Subject to Section 5.4, the Committee may from time to time while the
         Plan is in force recommend for approval by the Board such vesting
         criteria or periods for Restricted Stock Units to be awarded or
         credited hereunder, including, without limitation, such limitations
         based upon the passage of time after the grant of the Restricted Stock
         Units, the satisfaction of specified performance criteria relating
         generally to the Company or particularly to a Participant or the
         satisfaction or fulfillment of any other conditions (including any
         combination of the foregoing), and such other restrictions or
         conditions in respect thereof as the Committee may in its discretion
         determine to be appropriate, and the Board, in its discretion, may,
         from time to time, approve any such vesting criteria, periods,
         limitations or restrictions.

5.3      Waiver of Vesting Criteria

         Subject to Sections 5.4 and 5.5, the Committee may, in its discretion,
         waive any restrictions with respect to vesting criteria, limitations or
         restrictions with respect to any Participant where in the opinion of
         the Committee it is reasonable to do so and does not prejudice the
         rights of the Participant under the Plan.

5.4      Vesting Restriction

         Notwithstanding any other provision hereof to the contrary, in no event
         will any Restricted Stock Unit vest, nor any payment be made hereunder
         in respect of any Restricted Stock Unit or Dividend Equivalent after
         the end of the calendar year which is three years following the end of
         the year in which the services to which the Award of such Restricted
         Stock Unit relates were performed by the Participant.

5.5      Performance-Based Awards

         The Board may, prior to or at the time of grant, designate an Award as
         a Qualified Performance-Based Award, in which event the Board shall
         condition the grant or vesting, as applicable, of such Award upon the
         attainment of Performance Goals. If the Board does not designate an
         Award as a Qualified Performance-Based Award, it may also condition the
         grant or vesting thereof upon the attainment of Performance Goals.
         Regardless of whether an Award is a Qualified Performance-Based Award,
         the Board may also condition the grant or vesting thereof upon the
         continued service of the Participant. The conditions for grant or
         vesting and the other provisions of the Award (including without
         limitation any applicable Performance Goals) need not be the same with
         respect to each Participant. The Board may not increase the Common
         Shares that would otherwise be payable upon achievement of the
         applicable Performance Goals, but may reduce or eliminate the payments
         except as provided in the terms of the Restricted Stock Unit Agreement.


<PAGE>

                                    ARTICLE 6
                            PAYMENT FOLLOWING VESTING

6.1      Payment Following Vesting

         Following vesting of any Restricted Stock Unit recorded in any RSU
         Account in respect of any Participant, and as soon as practicable after
         vesting, payment of such Vested Restricted Stock Units and any Dividend
         Equivalents shall be as determined by the Committee and as evidenced in
         the Restricted Stock Unit Agreement. Subject to the terms of the Plan,
         the Committee, in its sole discretion, may pay Vested Restricted Stock
         Units and/or Dividend Equivalents in the form of cash or in Common
         Shares (or in any combination thereof) equal to the number of such
         Vested Restricted Stock Units acquired on behalf of the Participant on
         the open market (and/or Dividend Equivalents) multiplied by the Fair
         Market Value of one Common Share as at the date of vesting, net of all
         Applicable Source Deductions, if any, either in a lump sum payment or
         in installments, as the Committee shall determine; provided, however,
         that all payments in respect of an Award shall be made no later than
         December 31 of the third calendar year following the year in which the
         Award was made.

         Any Common Shares paid may be paid subject to any restrictions deemed
         appropriate by the Committee.

6.2      Acquisition of Shares in the Open Market

         a)       Purchases of Common Shares pursuant to the Plan shall be made
                  on the open market by a broker independent from the Company
                  designated by the Participant and who is a member of the
                  Toronto Stock Exchange or, where the Common Shares are not
                  listed on the Toronto Stock Exchange, the stock exchange which
                  is relevant for determining the value of the Restricted Stock
                  Units ("Broker"). Any such designation may be changed from
                  time to time. Upon designation of a Broker or at any time
                  thereafter, the Company may elect to provide the designated
                  Broker with a letter agreement to be executed by the Broker
                  and entered into with the Participant and to which the Company
                  would also be a party, setting forth, inter alia, (i) the
                  Broker's concurrence to being so designated, to act for the
                  Participant's account in accordance with customary usage of
                  the trade with a view to obtaining the best share price for
                  the Participant, and to delivering to the Participant or his
                  representative the share certificate for the Common Shares
                  purchased upon payment by the Company of the purchase price
                  and related reasonable brokerage commission, and (ii) the
                  Company's agreement to notify the Broker of the number of
                  Common Shares to be purchased and to pay the purchase price
                  and the related reasonable brokerage commission, provided
                  however that no terms of said letter agreement shall have the
                  effect of making the Broker or deeming the Broker to be an
                  affiliate of (or not independent from) the Company for
                  purposes of any applicable corporate, securities or stock
                  exchange requirement.

         b)       If the Company enters into an RSUP Trust Agreement, the RSUP
                  Trustee may, but shall not be obligated to, acquire shares of
                  its outstanding Common Shares from time to time in
                  anticipation of the Company's obligation to pay out any Vested
                  Restricted Stock Units and/or Dividend Equivalents under the
                  Plan. The RSUP Trustee may purchase, pursuant to the terms of
                  the RSUP Trust Agreement, a number of Common Shares equal to
                  or less than the number of such Vested Restricted Stock Units
                  and Dividend Equivalents then outstanding under the Plan for
                  which no previous purchases have been made. Such purchases by
                  the RSUP Trustee shall be made in the open market, through the
                  facilities of the Toronto Stock Exchange (or such other
                  exchange as the Committee may designate from time to time),
                  pursuant to the terms of the RSUP Trust Agreement and in
                  accordance with applicable securities laws and exchange rules.

                  Such Common Shares purchased by the RSUP Trustee shall be
                  purchased and held in a trust for the uses and purposes of the
                  Plan in accordance with applicable securities laws and
                  exchange rules.


<PAGE>

                                    ARTICLE 7
                        TERMINATION AND CHANGE OF CONTROL

7.1      Termination of Eligible Employees and Eligible Directors

         Except as otherwise provided in the applicable Restricted Stock Unit
         Agreement, if a Participant ceases to be an Eligible Employee or
         Eligible Director prior to the vesting of the Restricted Stock Units
         because of any reason other than death or retirement, then the
         Restricted Stock Units credited to the Participant's Restricted Stock
         Unit Account shall be forfeited as of the last day of active service
         and the Participant shall not be entitled to any payment with respect
         to the Restricted Stock Unit Award subject to such vesting period,
         unless the Board shall otherwise determine in its sole discretion.

         Unless otherwise provided in the applicable Restricted Stock Unit
         Agreement, if a Participant ceases to be an Eligible Employee or
         Eligible Director prior to the vesting of the Restricted Stock Units by
         reason of death or retirement, the Restricted Stock Units credited to
         the Participant's Restricted Stock Unit Account shall vest on the date
         of death or retirement and the Participant's estate or the Participant
         will be entitled to receive payment in respect of all Vested Restricted
         Stock Units pursuant to the provisions of Article 6 hereof. For the
         purposes of this section 7.1, if an Eligible Director resigns as a
         Director, he will be deemed to have retired from the Company.

7.2      Change of Control

         Notwithstanding anything contained herein to the contrary, if a Change
         of Control should occur at any time, any Restricted Stock Unit that is
         not by its terms then vested shall be deemed to have vested immediately
         prior to such Change of Control and the Participant will be entitled to
         receive payment in respect of all such Vested Restricted Stock Units
         pursuant to the provisions of Article 6 hereof.


<PAGE>


                                    ARTICLE 8
                                    CURRENCY

8.1      Currency

         All references in the Plan to currency refer to lawful currency of
         Canada.


                                    ARTICLE 9
                            NO RIGHTS AS SHAREHOLDER

9.1      No Rights as Shareholder

         For greater certainty, nothing in the Plan, the RSU Guidelines, the
         Committee Guidelines or in any agreement referred to in Section 3.7
         shall confer on any Participant any claim or right to be issued Common
         Shares, on account of Restricted Stock Units credited to the Restricted
         Stock Unit Account of the Participant or otherwise, and under no
         circumstances will Restricted Stock Units confer on any Participant any
         of the rights of a shareholder of the Company including, without
         limitation, the right to exercise any voting rights, dividend
         entitlement, rights of liquidation or other rights attaching to
         ownership of Common Shares.


<PAGE>


                                   ARTICLE 10
                                 ADMINISTRATION

10.1     Common Shares Subject to the Plan

         Subject to the provisions of Section 4.3 of the Plan, the maximum
         aggregate number of Common Shares which may be purchased under the Plan
         is ten million Common Shares.

10.2     Limitations

         No Participant shall be granted more than one million Restricted Stock
         Units during any calendar year.

10.3     Amendment, Suspension, Termination

         The Board may from time to time amend or suspend the Plan in whole or
         in part and may at any time terminate the Plan. No such amendment,
         suspension or termination shall adversely affect the rights of any
         Participant at the time of such amendment, suspension or termination
         with respect to Restricted Stock Units recorded in such Participant's
         Restricted Stock Unit Account without the consent of the affected
         Participant. If the Board terminates the Plan, no new Restricted Stock
         Units will be awarded to any Participant, but previously credited
         Restricted Stock Units shall remain outstanding, be entitled to
         Dividend Equivalents as provided under Section 4.2, and be paid in
         accordance with the terms and conditions of the Plan existing at the
         time of termination. The Plan will finally cease to operate for all
         purposes when the last remaining Participant receives a payment in
         satisfaction of all Restricted Stock Units recorded in the Restricted
         Stock Unit Account in respect of such Participant, or all Restricted
         Stock Units recorded in the Restricted Stock Unit Account in respect of
         such Participant are cancelled pursuant to the provisions hereof.

10.4     RSU Guidelines

         The Committee may from time to time while the Plan is in force
         recommend for approval by the Board such rules, regulations,
         agreements, policies and guidelines in relation to the administration
         of the Plan as the Committee may, in its discretion, determine are
         desirable, including, without limitation, guidelines for awards of
         Restricted Stock Units and the Board, in its discretion, may from time
         to time, approve, amend, rescind or waive any such rules, regulations,
         agreements, policies or guidelines.

10.5     Committee Guidelines

         Subject to the exercise by the Board of the powers and authority of the
         Board as set out herein, and in the Mandate of the Committee and the
         RSU Guidelines from time to time established and in effect, the
         Committee shall have full power and authority to administer and
         interpret, and shall be responsible for the administration of the Plan
         and, subject as aforesaid, the Committee may from time to time
         establish, amend, rescind or waive such rules, regulations, agreements,
         policies, guidelines and instruments and make such determinations and
         take such steps for the administration of the Plan as the Committee, in
         its discretion, may determine are desirable.

10.6     Interpretation

         Any questions arising as to the interpretation and administration of
         the Plan will be determined by the Committee. Absent manifest error,
         the Committee's interpretation of this Plan, and all actions taken by
         the Board and the Committee, pursuant to the powers vested in them
         hereunder, shall be conclusive and binding on all parties concerned,
         including the Company, all other Employers, and each Participant. The
         Committee may correct any defect, supply any omission or reconcile any
         inconsistency in the Plan in such manner and to such extent as it may
         determine is necessary or advisable. The Committee may as to all
         questions of accounting rely conclusively upon any determinations made
         by the auditors or accountants of the Company.


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10.7     Legal Compliance

         The administration of the Plan, including without limitation any
         acquisitions of Common Shares under the Plan, shall be subject to and
         made in conformity with all applicable laws and all applicable
         regulations of a duly constituted authority. Without limiting the
         generality of the foregoing, the Committee may take such steps and
         require such documentation from Participants as the Committee may
         determine are desirable to ensure compliance with all applicable laws
         and legal requirements, including all applicable corporate and
         securities laws and regulations of any country, and any political
         subdivisions thereof, and the by-laws, rules and regulations of any
         stock exchanges or other organized market on which the Common Shares
         may from time to time be listed or posted and any applicable provisions
         of the Code, the INCOME TAX ACT (Canada) and the applicable regulations
         promulgated thereunder, or income tax legislation and regulations of
         any other jurisdiction.

10.8     Tax and Other Source Deductions

         The Company and/or Employer shall withhold and deduct from any payment
         to be made under the Plan a sufficient amount to cover withholding of
         any taxes and other amounts required to be withheld by any American,
         Canadian or foreign federal, provincial, state or local taxing
         authorities ("Applicable Source Deductions") with respect to an Award
         or payment under the Plan. The Company may take such other action as
         the Board or the Committee may consider advisable to enable the
         Company, the Employer and any Participant to satisfy obligations for
         the payment of Applicable Source Deductions relating to any payment to
         be made under the Plan. Each Participant (or the heirs and legal
         representatives of the Participant) shall bear any and all Applicable
         Source Deductions on amounts paid to the Participant (or the heirs and
         legal representatives of the Participant) under the Plan. If the Board,
         or the Committee so determine, the Company and/or the Employer shall
         have the right to require, prior to making any payment under the Plan,
         payment by the recipient of the excess of any Applicable Source
         Deductions over any amounts withheld by the Company and/or the
         Employer, in order to satisfy the tax obligations of the recipient in
         respect of any payment under the Plan. If the Company and/or the
         Employer do not withhold from any payment, or require payment of an
         amount by a recipient, sufficient to satisfy Applicable Source
         Deductions, the Participant shall make reimbursement, on demand, in
         cash, of any amount paid by the Company and/or the Employer in
         satisfaction of any Applicable Source Deductions.

10.9     Record Keeping

         The Company shall keep, or cause to be kept, accurate records of all
         transactions in respect of Participants hereunder and all Restricted
         Stock Units credited to the Restricted Stock Unit Account in respect of
         Participants and may periodically make or cause to be made appropriate
         reports to each Participant concerning the status of the Restricted
         Stock Unit Account in respect of such Participant, which reports will
         include a statement of the closing share price of the Common Shares as
         at the date of such report (or a date as close thereto as may be
         reasonably practicable).

10.10    Employment of Agents

         The Company may from time to time appoint or engage accountants,
         lawyers or other agents or personnel it may consider necessary or
         desirable for the proper administration of the Plan.


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                                    ARTICLE 11
                                 TRANSFERABILITY

11.1     Non-Transferable

         In no event may the rights or interests of a Participant under the Plan
         be assigned, encumbered, pledged, transferred or alienated in any way,
         except to the extent that certain rights may pass to a legal personal
         representative of the Participant upon the death of the Participant, by
         will or by the laws of succession and distribution and as otherwise
         consistent with the specific Plan provisions or as the Committee in its
         sole discretion shall determine. During the life of the Participant,
         any Award shall be vested in only the Participant.