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                                                                    Exhibit 10.3

                        AMENDED AND RESTATED VERSION (1)
                            DATED SEPTEMBER 27, 2000
                                     OF THE

           BCE INC. LONG-TERM INCENTIVE (STOCK OPTION) PROGRAM (1999)

1.   PURPOSES OF THE PLAN

The purposes of the Long-Term Incentive (Stock Option) Program (1999) of BCE
Inc. (the "Plan") are (i) to grant to key employees of BCE Inc. ("BCE" or the
"Corporation") and of its subsidiaries options ("Options") to purchase common
shares ("Shares") of the Corporation thereby encouraging them to obtain an
increased proprietary interest in the enterprise and providing an additional
incentive to further its growth and development and (ii) to assist the
Corporation in attracting and retaining executives with experience and ability.

2.   ADMINISTRATION

Subject to sections 3 and 4 below, the Plan shall be administered by a committee
(the "Committee") of three or more persons, all of whom are members of the Board
of Directors of the Corporation and none of whom are employees of the
Corporation or its subsidiaries. A member of the Committee, while a member
thereof, may be eligible to participate in the Plan or in any other plan of the
Corporation or any of its subsidiaries providing for discretionary allocation of
shares provided that a majority of members of the Committee shall not be so
eligible nor shall have been eligible to so participate within the one-year
period immediately prior to appointment to the Committee. The Committee shall
have full and complete authority to interpret the Plan, to prescribe such rules
and regulations (including those with respect to the holding of meetings by
telephone) and to make such other determinations as it deems necessary or
desirable for the administration of the Plan. A majority of the Committee shall
constitute a quorum. Acts approved in writing by all members shall be valid acts
of the Committee.

No Director shall participate in or vote upon any resolution of the Board of
Directors to confirm a recommendation of the Committee which requires Board
confirmation if, at that time, the Director is eligible to participate in the
Plan or in any other plan of the Corporation or any of its subsidiaries
providing for discretionary allocation of Shares or shall have been eligible to
so participate within one year of the relevant time.

The Committee may, in its discretion, delegate such of its powers, rights and
duties under the Plan,

----------
1    THIS AMENDED AND RESTATED VERSION OF THE BELL CANADA ENTERPRISES INC.
     LONG-TERM INCENTIVE (STOCK OPTION) PROGRAM (1999) IS FOR ADMINISTRATIVE
     PURPOSES ONLY. REFERENCE SHOULD BE MADE TO THE TEXT OF THE PLAN ADOPTED BY
     RESOLUTION OF THE BOARD OF DIRECTORS OF BCE INC. ON SEPTEMBER 22, 1999 AND
     TO SUBSEQUENT DETERMINATIONS, RESOLUTIONS OR RECOMMENDATIONS OF THE BOARD
     OF DIRECTORS OF BCE INC. AND THE MANAGEMENT RESOURCES AND COMPENSATION
     COMMITTEE.


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in whole or in part, to such committee, person or persons as it may determine,
from time to time, on terms and conditions as it may determine provided that the
aggregate number of Shares with respects to which grants may be made under the
Plan by such committee, person or persons within any 12 month period shall not
exceed 1,500,000 Shares.

3.   SHARES SUBJECT TO THE PLAN

The Board of Directors of the Corporation shall authorize from time to time the
issue of such number of Shares of the Corporation pursuant to the Plan as may be
necessary to permit the Corporation to meet its obligations under the Plan. The
maximum number of Shares issuable pursuant to the Plan is 20,000,000 Shares or
such greater number as may be approved from time to time by the Board of
Directors after September 22, 1999. In addition, the Board of Directors of the
Corporation may also authorize from time to time the purchase on the open market
or in private transactions of such number of Shares as may be necessary to
permit the Corporation to meet its obligations, or part thereof, under the Plan.

Notwithstanding any other provision of the Plan, the aggregate number of Shares
covered by Options granted to Optionees who are Insiders (as hereinafter
defined) at the time the Options are granted shall not, unless approval of BCE's
shareholders is obtained or unless any required approval of the stock exchanges
on which the Shares are listed and posted for trading is obtained, exceed fifty
percent (50%) of the total aggregate number of Shares covered by Options granted
to all Optionees, including Optionees who are Insiders, provided that Options
that have been granted and have expired unexercised pursuant to the Plan shall
not be included in such aggregate numbers.

For the purposes of this section, "Insiders" shall mean:

(a)  every director or senior officer of BCE;

(b)  every director or senior officer of a company that is itself an Insider of
     BCE;

(c)  any person or company who beneficially owns, directly or indirectly, voting
     securities of BCE or who exercises control or direction over voting
     securities of BCE or a combination of both carrying more than 10 per cent
     of the voting rights attached to all voting securities of BCE for the time
     being outstanding other than voting securities held by the person or
     company as underwriter in the course of a distribution;

(d)  BCE where it has purchased, redeemed or otherwise acquired any of its
     securities, for so long as it holds any of its securities; or

(e)  an Associate (as hereinafter defined) of any person who is an Insider by
     virtue of (a), (b), (c) or (d);

"Associate" shall mean:

(a)  any company of which an Insider beneficially owns, directly or indirectly,


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     voting securities carrying more than 10 per cent of the voting rights
     attached to all voting securities of the company for the time being
     outstanding;

(b)  any partner of an Insider;

(c)  any trust or estate in which an Insider has a substantial beneficial
     interest or as to which an Insider serves as trustee or in a similar
     capacity;

(d)  any relative of an Insider who resides in the same home as that Insider;

(e)  any person of the opposite sex who resides in the same home as an Insider
     and to whom Insider is married or with whom is living in a conjugal
     relationship outside marriage; or

(f)  any relative of a person mentioned in clause (e) who has the same home as
     that person.

4.   GRANT OF OPTIONS

Subject to confirmation by the Board of Directors, the Committee shall from time
to time choose from among key employees those employees ("Optionees") to whom it
recommends that Options should be granted and the number of Shares which it
recommends be covered by each such grant and, subject to the terms of the Plan,
the terms and conditions of each such grant. The effective date of confirmation
by the Board of Directors of the grant of an Option (which date may be
subsequent to the date of the related meeting of the Board of Directors) is
hereinafter referred to as the effective date ("Effective Date"). At the time of
the grant of an Option, BCE, or the BCE subsidiary by whom the Optionee is
employed, may grant rights to a special compensation payment (an "SCP"), the
amount of which shall be computed by reference to such number of Shares
(hereinafter the "Reference number of Shares") as may be recommended by the
Committee and confirmed by the Board of Directors, but in any event not to
exceed the number of Shares covered in the Option to which the SCP is related.
Each Option and SCP shall be confirmed by an instrument in writing issued by the
Corporation to the Optionee. Any Optionee, at the time of granting of an Option,
may hold more than one Option.

In the event that during the Option Period (as defined hereinafter) of an
Option, but prior to the exercise of the Option, the Optionee is employed by the
Corporation and/or one or more of its subsidiaries, the Corporation may request
reimbursement from each such subsidiary of an amount equal to that portion of
the deemed employment income received by such Optionee in the exercise of such
Option which may reasonably be attributed to the portion of the Optionee's
employment with any such subsidiary during such period.


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5.   SUBSCRIPTION PRICE

The subscription price for each Share covered by an Option (the "Subscription
Price") shall be established by the Committee at 100% of the market value (as
hereinafter defined) of a Share on the last trading day prior to the Effective
Date, unless the Committee makes a determination that the Subscription Price
shall be higher than such market value, provided that, where an Optionee had
previously been granted an option to acquire shares of a BCE subsidiary or a
company which is proposed to become a BCE subsidiary (which option may be vested
or unvested and exercisable or unexercisable) and, pursuant to a determination
of the Board of Directors, upon the recommendation of the Committee, that it is
the best interest of the Corporation to do so, such option is intended to be
converted into an Option so that the economic position of the Optionee is
unaffected by such conversion, the Subscription Price for each Share covered by
such Option may be established by the Committee at less than 100% of market
value of a Share on the last trading day prior to the Effective Date, further
provided that such Subscription Price shall be subject to any required approval
of the stock exchanges on which the Shares are listed and posted for trading.
The Committee may, in the case of a grant to an Optionee who is employed outside
Canada at the time of the grant, fix the Subscription Price at an amount in
United States dollars equivalent to the Subscription Price in Canadian dollars.

6.   OPTION PERIOD

Each Option shall be exercisable by the Optionee during a period (the "Option
Period") established by the Committee which shall terminate not later than ten
years after the Effective Date. Unless otherwise determined by the Committee at
the time of grant or subsequently:

6.1 each Option granted under the Plan shall require the Optionee granted such
Option to remain in the continuous employment of the Corporation or of any
subsidiary for at least 12 months from the Effective Date before the right to
exercise shall accrue;

6.2 an Option may not be exercised during the first 12 months following the
Effective Date, and thereafter may not be exercised if, as a result, the number
of Shares issued up to that time upon exercise of the Option would exceed i) 25%
of the total number of Shares covered by the Option in the event of exercise
during the first 24 months following the Effective Date of the Option; ii) 50%
in the event of exercise during the first 36 months; and iii) 75% in the event
of exercise during the first 48 months. The right to exercise an Option shall be
considered to accrue by such 25% increments, but only provided that the Optionee
remains in the continuous employment of the Corporation or any subsidiary during
the successive 12-month periods. The right to exercise 25%, 50%, 75% and 100% of
an Option will therefore accrue on the first day following the completion of the
periods of 12, 24, 36 and 48 consecutive months, respectively, of continuous
employment after the Effective Date of the Option;

6.3 in the event of the death of the Optionee while in the employment of the
Corporation or any subsidiary or after retirement, the Option Period for Options
outstanding at the time of death for which the right to exercise had accrued
shall terminate 12 months after the date of death (but not after the termination
date of the Option first established by the Committee), and the Optionee's
estate shall have the right prior to such termination to exercise the Options at
any time with respect to all


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or, from time to time, with respect to any part of the Shares which the Optionee
had not exercised pursuant to such Options. Options then outstanding for which
the right to exercise had not accrued as of the time of death will forfeit
effective upon the time of death unless the Committee approves otherwise;

6.4 if an Optionee's employment terminates because of retirement, the Option
Period for Options then outstanding for which the right to exercise has accrued
shall terminate thirty-six (36) months after the date of retirement for all
Options which are still held by Optionees at retirement (but, in this case,
without altering the original exercise times originally established pursuant to
the provisions of section 6.2), or such longer period as the Committee may fix
(but not after the termination date of the Option first established by the
Committee) on such terms and conditions as the Committee may fix. Options then
outstanding for which the right to exercise had not accrued as of the Optionee's
retirement date will terminate thirty-six (36) months after the date of
retirement (but, in this case, without altering the original exercise times
established pursuant to the provisions of section 6.2) and the Optionee shall
have the right prior to such termination (but not prior to 12 months after the
Effective Date) to exercise such Options in whole or, from time to time, in
part, to the same extent as if the Optionee were still in the employment of the
Corporation. Notwithstanding the foregoing, the Option Period for Options
granted prior to September 27, 2000 and still outstanding for which the right to
exercise has accrued at the date of retirement shall terminate sixty (60) months
after the date of retirement (but without altering the original exercise times
established pursuant to the provisions of section 6.2), but not after the
termination date of the Option first established by the Committee. Options
granted prior to September 27, 2000 and still outstanding for which the right to
exercise had not accrued as of the Optionee's date of retirement will forfeit
effective upon such date of retirement unless the Committee approves otherwise.

6.5 If an Optionee's employment terminates for any cause other than death or
retirement, the Option Period for Options then outstanding for which the right
to exercise has accrued shall terminate thirty (30) days thereafter. Options
then outstanding for which the right to exercise had not accrued as of the
termination date will forfeit effective upon such termination date unless the
Committee approves otherwise;

6.6 If there occurs a "Change of Control" of the Corporation, as hereinafter
defined, and the Optionee's employment is terminated by the Corporation other
than for Cause or by the Optionee for Good Reason (any such termination being
referred to hereinafter as an "Unjustified Termination"), as each such term is
hereinafter defined, within eighteen (18) months following such Change of
Control, or such longer period as the Committee may determine, the portion, if
any, of each outstanding Option then held by such Optionee, with respect to
which the exercise has not yet accrued, shall become exercisable in full,
effective upon such termination of employment, for a period of ninety (90) days
thereafter, or such longer period as the Committee may determine;

For purposes of this section, Change of Control shall mean the first to occur
of:

(a)  an offeror (as such term is defined in subsection 89(1) of the Ontario
     Securities Act (R.S.O. 1990, s.5 (as amended)), or any successor
     legislation thereto (the "Act") or any person acting jointly and in concert
     (as such terms are defined in the Act) with such offeror, acquires
     beneficial ownership of, or the power to exercise control or direction
     over, or securities


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     convertible into, voting or equity securities of any class of the
     Corporation that, together with such offeror's securities of that class,
     would constitute fifty percent (50%) or more of the outstanding securities
     of that class;

(b)  individuals who constitute the Board of Directors of the Corporation on
     September 22, 1999 (the "Incumbent Board") cease for any reason to
     constitute at least a majority thereof, provided that any Approved
     Director, (as hereinafter defined), shall be, for purposes of this
     subsection (b), considered as though such person were a member of the
     Incumbent Board. An Approved Director, for purposes of this subsection (b),
     shall mean any person becoming a director subsequent to the date set forth
     above whose election, or nomination for election by the Corporation's
     shareholders, was approved by a vote of at least three-quarters (3/4) of
     the directors comprising the Incumbent Board (either by a specific vote or
     by approval of the information circular of the Corporation in which such
     person is named as a nominee of the Corporation for director), but shall
     not include any such individual whose initial assumption of office occurs
     as a result of either an actual or threatened solicitation pursuant to a
     dissident proxy as contemplated by the Canada Business Corporations Act
     (R.S.C. 1985, C-44) (as amended), or any successor legislation thereto (the
     "CBCA") or other actual or threatened solicitation of proxies or consents
     by or on behalf of an individual, corporation, partnership, group,
     associate or other entity or person other than the Board of Directors of
     the Corporation;

(c)  the approval by the shareholders of the Corporation of a plan or agreement
     providing (x) for a merger, consolidation or amalgamation of the
     Corporation other than with a wholly-owned subsidiary and other than a
     merger, consolidation or amalgamation that would result in the voting
     securities of the Corporation outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into voting securities of the continuing entity) more than two
     thirds (2/3) of the combined voting power of the voting securities of the
     Corporation or such continuing entity outstanding immediately after such
     merger, consolidation or amalgamation, (y) for a sale, exchange or other
     disposition of all or substantially all of the assets of the Corporation;
     or (z) for the liquidation or dissolution of the Corporation. If any of the
     events enumerated in this subsection (c) occurs, the Board of Directors of
     the Corporation shall determine the effective date of the Change of Control
     resulting therefrom for purposes of the Plan; or

(d)  such other event or events as the Committee may determine from time to time
     to be a "Change of Control" in its sole discretion.

Without limiting the generality of the foregoing, if there occurs a "Business
Unit Change of Control", as hereinafter defined, with respect to any "Designated
Business Unit", as hereinafter also defined, the portion, if any, of each
outstanding Option then held by any Optionee principally employed in the
business of such Designated Business Unit, with respect to which the exercise
has not yet accrued, shall become exercisable in full, effective upon the
earlier of i) the date one year following such Business Unit Change of Control;
or ii) the date of an Unjustified Termination of Optionee, for a period of
ninety (90) days thereafter, or such longer period as the committee may
determine. If there occurs a "Business Unit Partial Change of Control", as
hereinafter defined, with respect to any Designated Business Unit, and the
employment of an Optionee principally employed


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in the business of such Designated Business Unit is terminated by such
Designated Business Unit other than for Cause or by the Optionee for Good
Reason, within eighteen (18) months following such Business Unit Partial Change
of Control, or such longer period as the Committee may determine, each
outstanding Option then held by such Optionee, with respect to which the
exercise has not yet accrued, shall become exercisable in full, effective upon
such termination of employment, for a period of ninety (90) days thereafter, or
such longer period as the Committee may determine. In the event of a Business
Unit Partial Change of Control, employees principally employed in the business
of such Designated Business Unit will continue to be deemed employees of a
subsidiary of the Corporation for the purposes of continuing to accrue service
for any Options held by such employee at the date of occurrence of the Business
Unit Partial Change of Control.

A "Business Unit Change of Control" shall mean an event resulting in the
Corporation owning less than a twenty percent (20%) "Interest", as hereinafter
defined, in such Designated Business Unit. A "Business Unit Partial Change of
Control" shall mean an event resulting in the Corporation owning less than a
fifty percent (50%) Interest but at least a twenty percent (20%) Interest in
such Designated Business Unit. A Business Unit Change in Control and a Business
Unit Partial Change of Control shall apply only to an Optionee employed
principally by the affected Designated Business Unit. "Designated Business Unit"
shall mean Bell Canada or such other direct or indirect subsidiary (as that term
is defined in the CBCA) of the Corporation identified as a Designated Business
Unit by the Committee from time to time. "Interest" with respect to any person
and a Designated Business Unit shall mean (represented as a percentage) the
beneficial ownership, whether directly or indirectly through subsidiaries, by
such person or any person acting jointly and in concert with such person of, or
securities convertible into, voting or equity securities of such Designated
Business Unit. Notwithstanding the foregoing, an event resulting in the
Corporation owning less than a fifty percent (50%) Interest but more than a
twenty percent (20%) Interest in such Designated Business Unit and another
person owning an Interest equal to or greater than that of the Corporation shall
be deemed to be a Business Unit Change in Control and not a Business Unit
Partial Change of Control. For greater certainty, subsequent to a Business Unit
Partial Change of Control, an event resulting in a person owning an Interest
equal to or greater than that of the Corporation shall be deemed to be a
Business Unit Change in Control.

Any determinations or exercises of discretion by the Committee pursuant to this
section 6.6 may only be carried out at meetings at which at least a majority of
the members present and voting are not members of Management of the Corporation
or its subsidiaries.

For purposes of this section, Cause shall mean:

(i)  Optionee's continued failure substantially to perform the duties of his or
     her position (other than as a result of total or partial incapacity due to
     physical or mental illness or as a result of termination by the Optionee
     for Good Reason) after notice and opportunity to cure;

(ii) any wilful act or omission by the Optionee constituting dishonesty, fraud
     or other malfeasance, and any act or omission by the Optionee constituting
     immoral conduct, which in any such case is demonstrably injurious to the
     financial condition or business reputation of the Corporation or any of its
     affiliates; or


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(iii) Optionee's indictment of a felony under the laws of Canada or the United
     States or any province or state thereof or any other jurisdiction in which
     the Corporation conducts business.

For purposes of this definition, no act or failure to act shall be deemed wilful
unless effected by the Optionee not in good faith and without a reasonable
belief that such action or failure to act was in or not opposed to the
Corporation's best interests.

For purposes of this section, Good Reason shall mean:

(a)  Optionee's removal from, or failure to be reappointed or reelected to, the
     position or office occupied immediately prior to the Change of Control
     (other than as a result of a promotion) or degradation in the Optionee's
     upward reporting relationship(s). Mere change of title shall not constitute
     removal from or nonreappointment to position as long as the new title is
     substantially equivalent and position is otherwise not adversely affected;

(b)  material diminution in the Optionee's title, position, duties or
     responsibilities, or the assignment to the Optionee of duties that are
     inconsistent, in a material respect, with the scope of duties and
     responsibilities associated with the position specified above;

(c)  relocation of the Optionee's principal workplace without his or her consent
     to a location more than fifty (50) kilometres distant from its current
     location; or

(d)  material diminution in the Optionee's total compensation or failure to
     continue the Optionee's participation in the annual bonus plan and the Plan
     at levels commensurate with his/her position.

All rights under an Option unexercised at the termination of the Option Period
shall be forfeited; and

6.7 If an Optionee's employer ceases to be BCE or a BCE subsidiary, the Option
Period for Options then outstanding for which the right to exercise has accrued
shall terminate thirty (30) days thereafter. Options then outstanding for which
the right to exercise had not accrued as of the date of cessation will forfeit
effective upon such date of cessation, subject to the application of section
6.6. If the Optionee's cessation of employment results from the Optionee
becoming an employee of an Associated Company, the Committee may also permit, on
such terms or conditions as the Committee may fix, the Optionee to continue to
exercise the Options which the Optionee had not exercised prior to such
cessation to the same extent as if the Optionee were still in the employment of
the Corporation or its subsidiaries. "Associated Company" shall mean a company
of which BCE owns directly or indirectly between twenty percent (20%) and fifty
percent (50%) of the outstanding voting or equity securities.


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7.   EXERCISE OF OPTION

An Option may only be exercised in the manner prescribed by the Committee in
whole at any time, or in part from time to time, during the Option Period; the
Committee may also determine to only permit exercise at certain times (in lieu
of, or in addition to, the provisions of section 6.2) during the Option Period.
The Subscription Price for Shares shall be paid in full in cash at the time of
exercise of the Option, or, if permitted by the Committee in any particular case
at or prior to the time of granting of an Option, in shares of the Corporation.
The value of each share used for payment shall be the market value on the date
of exercise.

Any exercise by an Optionee who is an Officer or Director of BCE of an Option to
which an SCP is connected shall be made only during the period commencing on the
third business day and ending on the thirtieth calendar day following the date
of the release of a quarterly or annual statement of sales and earnings of the
Corporation or during such other period as the Committee may determine. The
Committee may similarly impose timing restrictions on exercises by Officers or
Directors of subsidiaries of BCE.

8.   SPECIAL COMPENSATION PAYMENT

As provided above, certain Options granted under the Plan may have a related
SCP. The SCP shall be payable upon the exercise thereof, in cash by BCE or by
the BCE subsidiary which undertook to pay the SCP.

The cash payment to be received in settlement of an SCP shall be an amount equal
to the excess of the market value of the Shares on the date of exercise of the
Option to which the SCP is related over the Subscription Price multiplied by the
lesser of i) the number of Shares for which the Option to which the SCP is
related is being exercised; or ii) the current Reference number of Shares
applicable to the SCP. The exercise of an Option shall result in a reduction, on
a one-for-one basis, in the Reference number of Shares of the SCP, if any,
related to the Option.

Each SCP shall be subject to the same terms and conditions as the Option to
which it is related.

In the event that during the Option Period of an Option to which an SCP is
related, but prior to the exercise of the Option, the Optionee is employed by
BCE and by one or more BCE subsidiaries, or by two or more BCE subsidiaries, the
corporation which gave the undertaking to pay the SCP may request reimbursement
from each such subsequent employer of the Optionee of an amount equal to that
portion of the SCP ultimately paid to the Optionee which is reasonably
attributable to the portion of the Optionee's employment during such period.

9.   DELIVERY OF SHARE CERTIFICATES AND CHEQUES

On the exercise of an Option, the Corporation shall deliver to the Optionee or,
in the event of death of the Optionee, to the Optionee's estate, certificates
for the resulting Shares registered in the name of the Optionee. If the Option
exercised is associated with an SCP, BCE, or the BCE subsidiary which granted
the right to the SCP, shall issue a cheque in the name of the Optionee
representing the


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value of any SCP to which the Option is related. The Committee may decide to
effect settlement of the SCP on another date, but in any event not later than
March 31 of the year immediately following the year of exercise of the Option.

10.  NON-ASSIGNABLE

No Option or SCP or any interest therein shall be assignable by the Optionee
otherwise than by will or the laws governing the devolution of property in the
event of death. During the lifetime of the Optionee the Option or SCP shall be
exercisable only by the Optionee or the Optionee's legal representative.

11.  EFFECTS OF ALTERATION OF SHARE CAPITAL

In the event that a dividend shall be declared upon the common shares of the
Corporation payable in Shares of the Corporation (other than pursuant to the
Corporation's Optional Stock Dividend Program), the number of Shares then
subject to any such Option and the number of Shares authorized for issuance
pursuant to the Plan but not yet covered by an Option shall be adjusted by
adding to each such Share the number of Shares which would be distributable
thereon if such Share had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend.

In the event that the outstanding Shares of the Corporation shall be changed
into or exchanged for a different number or kind of securities of the
Corporation or of another corporation, whether through an arrangement,
amalgamation or other similar statutory procedure, or a share recapitalization,
subdivision or consolidation, then there shall be substituted for each Share
subject to any such Option, for each Share authorized for issuance pursuant to
the Plan but not yet covered by an Option and the maximum number of Shares
issuable with respect to any year, the number and kind of securities into which
each outstanding Share shall be so changed or for which each such Share shall be
exchanged.

In the event there shall be any change, other than as specified above in this
section, in the number or kind of outstanding Shares of the Corporation or of
any securities into which such Shares shall have been changed or for which it
shall have been exchanged, then an equitable adjustment shall be made in the
number or kind of Shares theretofore authorized for issuance pursuant to the
Plan but not yet covered by an Option, of the Shares then subject to an Option
or Options, and in the maximum number of Shares issuable with respect to any
year, such adjustment to be reasonably determined by the Committee and to be
effective and binding for all purposes.

In the case of any such substitution or adjustment as provided for in this
section, the Option price in each Share Option agreement for each Share covered
thereby prior to such substitution or adjustment will be proportionately and
appropriately varied. Such variation shall generally require that the number of
securities covered by the Option after the relevant event multiplied by the
revised Option price shall equal the number of Shares covered by the Option
prior to the relevant event multiplied by the original Option price. No
adjustment or substitution provided for in this section shall require the
Corporation in any Share Option agreement to issue a fractional Share and the
total substitution


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or adjustment with respect to each Share Option agreement shall be limited
accordingly.

Any adjustment or substitution required by this section with respect to the
terms of an Option shall also require a similar modification with respect to the
terms of any SCP to which the Option is related.

In the event that there ceases to be a public market for the Shares of the
Corporation or for securities substituted therefor as provided by this section,
the obligations under the Option shall be met by a payment in cash in such
amount as is reasonably determined by the Committee to be fair and equitable in
the circumstances.

12.  AMENDMENT AND TERMINATION

From time to time the Board of Directors may, in addition to its powers under
the Plan, add to or amend any of the provisions of the Plan or terminate the
Plan or amend the terms of any portion under the Plan; provided, however, that
(i) any approvals required under any applicable law or stock exchange rules are
obtained, and (ii) no such amendment or termination shall be made at any time
which has the effect of adversely affecting the existing rights of an Optionee
under the Plan without his or her consent in writing. For greater certainty, the
limitation set forth in item (ii) above shall also apply to all the powers of
the Board of Directors or the Committee pursuant to the Plan, including, but not
limited to, sections 6 and 7 hereof to vary the vesting and exercise schedules
of Options.

13.  REGULATORY REQUIREMENTS

The obligation of the Corporation to issue Shares pursuant to the Plan shall be
subject to the condition that listing or authorization for listing of such
Shares on the Toronto Stock Exchange (or, in the event the Shares cease to be
listed on the Toronto Stock Exchange, on such other exchange as may be
determined by the Board of Directors of the Corporation) shall have been
obtained. In the event the Shares reserved for issue under the Plan shall not be
listed or authorized for listing upon the Toronto Stock Exchange or such other
exchange, as the case may be, the obligations of the Corporation resulting from
exercise of an Option may be met by a payment in cash in such amount as is
reasonably determined by the Committee to be fair and equitable in the
circumstances.

Where the issue or delivery of Shares upon exercise of an Option is subject to
foreign regulatory requirements or approval which in the opinion of the
Committee is not advisable to comply with or seek to obtain, the obligations of
the Corporation resulting from exercise of the Option may be met by a payment in
cash in such amount as is reasonably determined by the Committee to be fair and
equitable in the circumstances.


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<PAGE>

14.  EFFECTIVE DATE OF PLAN

The effective date of the Plan shall be the date of its adoption by the Board of
Directors of the Corporation at the meeting held on September 22, 1999, subject
to any required approval of the Plan by the stock exchanges on which the Shares
are listed and posted for trading.

15.  CERTAIN DEFINITIONS

For purposes of the Plan:

an "employee" eligible to be granted an Option shall include an employee or
former employee of the Corporation, or of any subsidiary of the Corporation, who
has retired, after the coming into force of the Plan, but is a member of the
Board of Directors of the Corporation or any of its subsidiaries or is engaged
to perform functions for the Corporation or any of its subsidiaries;

a "key employee" shall include the Officers or other employees of the
Corporation, or of any subsidiary of the Corporation, who in the opinion of the
Committee have demonstrated a capacity for contributing in a substantial measure
to the successful performance of the Corporation or of such subsidiaries;

"market value" shall mean the closing price for a board lot of Shares on the
Toronto Stock Exchange (or, in the event the Shares cease to be listed on the
Toronto Stock Exchange, on such other exchange as may be determined by the Board
of Directors of the Corporation), on the relevant day, or if at least one board
lot of Shares shall not have been traded on that day, on the next preceding day
for which at least one board lot was so traded;

"retirement" shall mean retirement in accordance with the provisions of the
retirement plan of the Corporation or subsidiary covering the Optionee and, if
the Optionee is not covered by such a plan, as determined by the Committee; and

"subsidiary" shall mean any corporation a majority of whose shares normally
entitled to vote in electing directors is owned directly or indirectly by the
Corporation or by other subsidiaries.


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