EXHIBIT 10.32







                                                        Schedule "A"



                                                        Coca-Cola Ltd.


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

SAVINGS PLAN                                            EMPLOYEES
                                                        SAVINGS AND
                                                        SHARE
                                                        OWNERSHIP
Effective January 1, 1990                               PLAN








<PAGE>



ARTICLE




1       Purpose                                                         1

2       Definitions                                                     2

3       Eligibility and Membership                                      7

4       Contributions                                                   9

5       Investment of Funds                                             12

6       Allocation and Vesting of Funds                                 15

7       Valuation of the Trust Fund                                     18

8       Designation of Beneficiary                                      20

9       Benefits for Participants                                       21


<PAGE>



ARTICLE
(continued)





10      Method of Distribution of Benefits                              24

11      Agreements                                                      26

12      Amendments to the Plan                                          28

13      Termination of the Plan                                         29

14      General Provisions                                              30

15      Administration                                                  33

16      Construction                                                    35


<PAGE>





1       PURPOSE

1.01    The Plan is intended to qualify as an employees profit sharing plan
        under the Income Tax Act (Canada) as amended from time to time.












                                                                        1.
<PAGE>





2       DEFINITIONS

2.01    "Affiliate" shall mean The Coca-Cola Company,  incorporated in the State
        of Delaware, U.S.A., and Coca-Cola Beverages or any corporation not less
        than 50% of whose voting stock (not including shares having voting power
        only upon the  happening  of an event of default)  is owned  directly or
        indirectly by The Coca-Cola Company or by Coca-Cola Beverages.  Any such
        corporation shall be an Affiliate only during such time as the foregoing
        voting stock ownership requirements are met.

2.02    "Board of Directors" shall mean the Board of Directors of Coca-Cola Ltd.
        Or any similar Board of any successor corporation.

2.03    "Company" shall mean Coca-Cola Ltd., its successors or assigns.

2.04    "Continuous   Service"  shall  mean  uninterrupted   employment  with  a
        Participating  Employer and shall  include  periods of annual  vacation,
        absence on account of sickness or accident and other  approved  leave of
        absence granted by a Participating Employer.


2.05    "Effective Date" shall mean January 1, 1990.

2.06    "Employee"  shall mean a person who is resident in Canada and classified
        as a permanent full-time employee by his


                                                                        2.
<PAGE>

        Participating Employer, excluding elected officers of The Coca-Cola
        Company.

2.07    "Fund" shall mean the separate funds in which Participant  contributions
        to the Plan are invested in accordance with Article 5.

2.08    "Insurance   Company"  shall  mean  a  company   licensed  or  otherwise
        authorized  under  the  laws of  Canada  or a  province  to  carry on an
        annuities business in Canada.

2.09    "Market  Value" shall mean,  except where provided  otherwise  under the
        Plan, the cost of a Share on a Valuation Date  equivalent to the average
        cost of all Shares purchased and paid for by the Trustee in the calendar
        month in which such  Valuation  Date occurs.  In the event no Shares are
        purchased in the calendar month, the Market value shall be equivalent to
        the  average  of  high  and  low  prices   reported  on  the   composite
        transactions  listing of the New York Stock  Exchange on such  Valuation
        Date, or if the said Shares did not trade on such  Valuation  Date,  the
        last  day  prior to such  Valuation  Date  such  Shares  traded  on said
        exchange.

2.10    "Participant"  shall  mean  any  person  participating  in the  Plan  as
        provided in Article 3.


2.11    "Participant's  Contribution  Account" shall mean the account into which
        shall be credited the  contributions  made by a Participant  pursuant to
        Section 4.01.


2.12    "Participant's  Company Account" shall mean the account into which shall
        be credited the contributions made by a

                                                                        3.
<PAGE>

        Participating Employer on behalf of the Participant pursuant to Section
        4.04.


2.13    "Participating  Employer"  means  the  Company  or a  Subsidiary  of the
        Company, organized under the laws of Canada or a Province thereof, which
        adopts the Plan with the approval of the Board.


2.14    "Plan"  shall  mean the  Coca-Cola  Ltd.  Employees  Savings  and  Share
        Ownership Plan as described herein or as hereafter amended.


2.15    "Plan Year" shall mean the period  beginning with the Effective Date and
        ending  December 31, 1990, and each 12-month period ending December 31st
        thereafter.


2.16    "Retirement" shall mean early, normal or postponed  retirement under any
        retirement plan of a Participating Employer covering Employees, provided
        such  retirement  results  in  the  Participant's  separation  from  the
        employment of a  Participating  Employer.  In any event,  Retirement for
        purposes of the Plan shall not occur later than the end of the  calendar
        year in which the Participant attains age 71.


2.17    "Retirement  Savings  Plan"  shall mean the  Coca-Cola  Ltd.  Employees'
        Retirement Savings Plan.


2.18    "Salary" shall mean the total  remuneration  earned by a Participant and
        received through the payroll of the Participating Employer but excluding
        any payment made in lieu of any vacation with pay  entitlement not taken
        by the Participant prior to the date of his Termination of


                                                                        4.
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        Employment or Retirement, any  contest prizes and  any  payment  by  the
        Participating  Employer  to the  Participant  in  respect  of long  term
        disability insurance premiums paid by the Participant.


2.19    "Shares"  shall  mean the common  shares of The  Coca-Cola  Company  and
        includes fractions thereof.


2.20    "Subsidiary"  means any  corporation  not less than 50% of whose  voting
        stock (not including  shares having voting power only upon the happening
        of an event of default) is at the time owned, directly or indirectly, by
        the Company. Any such corporation shall be a Subsidiary only during such
        time as the foregoing voting stock ownership requirements are met.


2.21    "Termination of Employment" shall mean separation from the employment of
        a Participating Employer.


2.22    "Trust  Agreement"  shall mean the  agreement  entered  into between the
        Company and the Trustee which governs the management and  administration
        of the assets of the Plan, as such agreement may be originally  adopted,
        or as it may be amended from time to time.


2.23    "Trust  Fund"  shall  mean the cash and other  properties  arising  from
        contributions  made by Participants and the  Participating  Employers in
        accordance with the provisions of the Plan and held and  administered by
        the Trustee  pursuant to the Trust Agreement to carry out the provisions
        of the Plan.



                                                                        5.
<PAGE>




2.24    "Trustee"  shall mean a  corporation  licensed or  otherwise  authorized
        under the laws of Canada or a province  to carry on in Canada a business
        as a trust  company and by whom the assets of the Trust Fund are held as
        provided for in Article 11.

2.25    "Valuation  Date" shall mean the last business day of each month or such
        other more frequent date as may be determined by the Trustee.

In the Plan, unless the context otherwise requires,  words in the singular shall
be  construed  as  including  words in the  plural  and  words in the  plural as
including words in the singular and words  importing the masculine  gender shall
be construed as including the feminine and vice versa.  The headings in the Plan
are for convenience of reference only and are not to be construed as part of the
Plan.



                                                                        6.

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3       ELIGIBILITY AND MEMBERSHIP

3.01    Eligibility

        (a) An Employee who is employed by a Participating  Employer on December
            31, 1989 shall be eligible to become a Participant  on the Effective
            Date.

        (b) An Employee  who is hired by a  Participating  Employer on and after
            the Effective  Date shall be eligible to become a Participant on the
            first  day of the  month  coincident  with  or  next  following  the
            completion of one year of Continuous Service.

        (c) An Employee who transfers from an Affiliate or a Subsidiary which is
            not a  Participating  Employer  shall have his period of  continuous
            employment  immediately  prior to the date of transfer  included for
            the purpose of determining eligibility under this Section 3.01.

3.02    Participation

        An  eligible  Employee  shall  become a  Participant  by filing with his
        Participating  Employer an application and enrollment  form  authorizing
        the Participating  Employer to make regular payroll  deductions for such
        contributions  to the Plan  and/or the  Retirement  Savings  Plan as the
        Employee may designate  pursuant to Section 4.01 hereof  and/or  Section
        3.01 of the Retirement  Savings Plan and expressing the agreement of the
        Employee to the terms and  conditions of the Plan and/or the  Retirement
        Savings Plan.  Participation  shall become effective on the first day of
        the month  following the month in which such completed  application  and

                                                                        7.
<PAGE>


        enrollment  form  is  received  by the  Participating  Employer  from an
        eligible Employee.  Notwithstanding the foregoing, any eligible Employee
        who  files  the  appropriate  enrollment  form  with  his  Participating
        Employer any time prior to the Effective Date shall become a Participant
        on the Effective Date.


3.03    Re-Employment of Former Employees or Former Participants

        Any person re-employed by a Participating  Employer as an Employee,  who
        was previously a Participant or who was previously  eligible to become a
        Participant,  shall become a  Participant  on the first day of the month
        following  the month in which his  application  and  enrollment  form is
        received   by   the   Participating   Employer   upon   his   subsequent
        re-employment.

3.04    Inactive Participants

        A Participant who remains in the employ of a Participating  Employer but
        who ceases to be an Employee as herein  defined shall continue to remain
        a   Participant   of  the  Plan  but  shall  not  be  eligible  to  make
        contributions  hereto and no Company  contributions shall be made on his
        behalf while he is an inactive Participant.

3.05    Participation While Transferred to an Affiliate

        A Participant who is transferred to an Affiliate for a temporary  period
        not  exceeding  three years shall remain a  Participant  of the Plan and
        shall be eligible to continue to make  contributions  to the Plan during
        such period of temporary  transfer.  The Company shall  continue to make
        contributions  pursuant  to  Section  4.04 on behalf of the  Participant
        during such period.

                                                                        8.

<PAGE>


4       CONTRIBUTIONS

4.01    Participant Contributions

        (a) Basic  Contributions

            Each  Participant  may  contribute to the Plan at the  Participant's
            option  either  1%,  2%,  3% or 4% of his  Salary  less any  amounts
            contributed  under Section 3.01 of the  Retirement  Savings Plan, as
            designated  by written  notice.  Such  contributions,  including any
            amounts  contributed  under Section 3.01 of the  Retirement  Savings
            Plan,  up to a maximum of 4% of the  Participant's  Salary  shall be
            referred to as Basic Contributions.

        (b) Supplemental  Contributions

            In  addition,  each  Participant  who is making  the  maximum  Basic
            Contributions  in  subsection  (a) above may  contribute to the Plan
            each month supplemental  contributions as elected by the Participant
            in multiples of 1% of his Salary less any amounts  contributed under
            Section  3.02  of  the  Retirement  Savings  Plan.

4.02    Change in Participant Contributions

        Subject to the provisions of Section 4.01, a Participant  may change the
        percentage  of his  contribution  as of the  first  day of any  month by
        filing the applicable  form with his  Participating  Employer's  payroll
        department  no later than one month  immediately  prior to the effective
        date of such change.


                                                                        9.

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4.03    Suspension of Participant Contributions

        (a) A Participant may suspend  contributions  as of the first day of any
            month  by  filing  the  applicable   form  with  his   Participating
            Employer's  payroll department not later than one month prior to the
            effective date of such suspension of contributions.

        (b) A  Participant  who has  suspended  contributions  may  apply to his
            Participating  Employer's payroll department to have them resumed in
            accordance with Section 4.01 on the first day of any month by filing
            the  applicable  form  with  his  Participating  Employer's  payroll
            department  not later than one month prior to the effective  date of
            resumption of contributions and that such resumption shall not occur
            within 3 months of the date the contributions were suspended.

4.04    Participating Employer Contributions

        (a) Each Participating Employer shall for each fiscal year contribute on
            behalf of its Employees who are  Participants in the Plan out of its
            profits,  either current or  accumulated,  or out of its profits and
            the  profits of a  corporation  with which it does not deal at arm's
            length  an  amount  equal  to  the  aggregate  of (i)  50%  of  each
            Participant's  Basic  Contribution  to the Plan  pursuant to Section
            4.01 and (ii) 50% of each  Participant's  Basic  Contribution to the
            Retirement Savings Plan.

        (b) Notwithstanding  the  foregoing,  in each  fiscal  year  in  which a
            Participating  Employer or a corporation with which it does not deal
            at arm's length has established profits in accordance with generally
            accepted accounting  principles,  each Participating  Employer shall
            make a contribution  out of such profits to the Plan which shall not
            be less than $100 per Participant.


                                                                        10.
<PAGE>



4.05    Payment of Contributions

        The amount of each Participant's  monthly  contributions under this Plan
        shall be paid by his Participating  Employer to the Trustee and shall be
        deposited by the Trustee in the  Participant's  Contribution  Account of
        each  Participant  by the last day of the month  following the month for
        which such contributions are made.  Participating Employer contributions
        under the Plan in respect of such  Participating  Employer's fiscal year
        shall be deposited  with the Trustee within 120 days from the end of the
        fiscal year of the Participating Employer.

4.06.   Limitation on Contribution Changes and Suspensions

        A   Participant   may  not  elect  to  change  the   percentage  of  his
        contributions  in  accordance  with Section 4.02 of this Plan or Section
        3.05 of the  Retirement  Savings Plan nor suspend his  contributions  in
        accordance  with  Section  4.03 of  this  Plan  or  Section  3.07 of the
        Retirement Savings Plan more than twice in any one calendar year.










                                                                        11.

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5       INVESTMENT OF FUNDS

5.01    Investment in Shares

        Contributions   made  by   Participating   Employers  to  the  Plan  and
        contributions  made by Participants,  which are directed by Participants
        to be  invested  in Shares,  shall be  invested  and  reinvested  by the
        Trustee in Shares once every calendar month.  The Trustee shall purchase
        Shares on the open market in respect of  Participants.  For  purposes of
        the Plan, the cost of the Shares shall be the Market Value.

5.02    Participant Contributions

        A  Participant  may  direct  the  Trustee  to invest  all or part of his
        Participant's  Contribution  Account  either in accordance  with Section
        5.01 or in the following funds selected by the Company:

        (a) a Pooled  Equity Fund which shall be invested  primarily in Canadian
            stocks;

        (b) a Guaranteed  Fund which shall be a fund  invested by the Trustee in
            consultation  with the Company which shall guarantee payment in full
            of such amounts  deposited  therein plus interest at a fixed minimum
            rate for a period.

5.03    Investment Directions

        A Participant  shall direct the  proportion of his  contributions  under
        Section 4.01 which shall be invested in accordance

                                                                        12.

<PAGE>

        with the  foregoing  Section 5.02 in  increments of 1% as elected by the
        Participant.

5.04    Notice of Direction

        The  Participant's  investment  direction  shall be made in writing  and
        filed  with  his  Participating  Employer.  Such  direction  shall  be a
        continuing  direction,  but may be changed effective as of the first day
        of the month by submitting a revised investment  direction in respect of
        the Participant's  future  contributions at least one month prior to the
        effective  date  thereof.  Changes  in the  investment  direction  under
        Section 5.04 of this Plan or Section 4.03 of the Retirement Savings Plan
        may not be made more than twice in any one calendar year.

5.05    Investment Option Transfers

A       Participant  may elect twice every  calendar year, by filing an Employee
        Savings  Plan  Change Form with his  Participating  Employer at least 30
        days prior to the effective  Valuation  Date, to transfer all or part of
        his Participant's Contribution Account from Shares to one or both of the
        Funds,  from one or both of the  Funds to Shares or from one Fund to the
        other Fund.  The transfer from the Funds to Shares or between Funds will
        be  determined  on  the  basis  of the  value  of  the  interest  of the
        Participant's  Contribution  Account in the exporting Fund or Funds,  as
        applicable,  as determined by the Trustee at the Valuation Date on which
        the  transfer  occurs.  The  transfer  from Shares to one or both of the
        Funds  will be  determined  on the  basis  of the  Market  Value  of the
        interest  of the  Participant's  Contribution  Account  in Shares on the
        Valuation  Date  on  which  the  transfer   occurs.   The  amount  of  a
        Participant's  Contribution  Account  that may be  transferred  shall be
        specified by a Participant in increments of 1% and shall be subject to a


                                                                        13.

<PAGE>

        minimum  amount equal to 1% of his  Participant's  Contribution  Account
        balance  determined  as of the  effective  Valuation  Date or such other
        minimum  amount as may,  from time to time, be prescribed by the Company
        for  purposes of the Plan.  Transfers  between  Shares and the Funds and
        between  Funds under  Section 5.05 of this Plan or under Section 4.04 of
        the  Retirement  Savings Plan may not be made more than twice in any one
        calendar year.




                                                                        14.

<PAGE>

6       ALLOCATION AND VESTING OF FUNDS

6.01    Establishment of Participant Accounts
        The Trustee shall establish and maintain for each Participant:

        (a) a Participant's Company Account showing the aggregate of all amounts
            each of which is an amount  contributed  in respect of a Participant
            by a Participating Employer to the Plan and any amounts allocated to
            such Participant  under this Article 6 plus income and capital gains
            and losses thereon; and

        (b) a  Participant's  Contribution  Account showing the aggregate of all
            amounts  each of which is an amount  contributed  to the Plan by the
            Participant  and allocated gains to him, plus income and capital and
            losses thereon.

6.02    Allocation and Vesting of Contributions

        (a) The  contributions  of each Participant will be allocated by the end
            of the month in which such contributions are received by the Trustee
            to the Participant's  Contribution Account. The Participant shall be
            100% vested in such  contributions  immediately  upon  allocation of
            such contributions to the Participant's Contribution Account.

        (b) Participating  Employer  contributions on behalf of each Participant
            will be allocated to the Participant's Company Account by the end of
            the Plan  Year in  which  such  contributions  are  received  by the
            Trustee.  Participating  Employer  contributions  on  behalf of each
            Participant for a Plan Year shall be 100% vested in such



                                                                        15.

<PAGE>




            Participant  immediately upon allocation of such contribution to the
            Participant's Company Account.

6.03    Allocation of Income, Capital Gains and Losses

        As of each Valuation Date the investment  earnings  attributable to each
        investment  option   maintained   pursuant  to  Section  5.02  including
        interest,  dividends, realized and unrealized capital gains (or losses),
        shall be  credited  by the  Trustee  to the  Participant's  Contribution
        Account and Participant's Company Account of each Participant whose said
        accounts are invested in such  investment  option in the proportion that
        the value of the Participant's Contribution and Company Accounts of each
        Participant  attributable to that  investment  option bears to the total
        value  of  all   Participant's   Contribution   and   Company   Accounts
        attributable  to that  investment  option as of the  previous  Valuation
        Date.

6.04    Shares Held in Participant's Contribution and Company Accounts

        In the  event  that all or a  portion  of a  Participant's  Contribution
        Account and a Participant's  Company Account established in respect of a
        Participant  is  invested  in  Shares,  the  record  of  the  respective
        Participant's  Contribution  and  Participant's  Company  Accounts shall
        indicate  the  total  number  of  Shares   purchased  and  held  on  the
        Participant's  behalf.  Any income received in respect of Shares held in
        the Participant's Contribution Account and Participant's Company Account
        shall be allocated by the Trustee to the respective accounts at the time
        such income is  received by the  Trustee.  All Shares  purchased  by the
        Trustee  pursuant to Section  5.01 shall be held by the Trustee in trust
        on behalf of the applicable Participant, and the certificates in respect
        thereof shall be registered in the name of the Trustee or its


                                                                        16.



<PAGE>




        nominee. All rights with respect to Shares held by the Trustee on behalf
        of a Participant in his  Participant's  Contribution  Account and in his
        Participant's  Company  Account,  including  rights  of  conversion  and
        voting, shall be exercisable by the Participant.  Any Shares held by the
        Trustee as to which it receives no  instructions  from a Participant  to
        whose  individual  Participant's  Contribution  Account or Participant's
        Company  Account such Shares are credited  shall be voted by the Trustee
        in the same  proportions  as the  voting  of the  Shares  for  which the
        Trustee receives instructions from Participants.












                                                                        17.


<PAGE>




7       VALUATION OF THE TRUST FUND


7.01    Valuation

        The  Trustee  shall  determine  the value of the  Trust  Fund as of each
        Valuation Date including the Valuation Date that coincides with the last
        day of each Plan Year and shall  advise  the  Company  in writing of the
        value so determined. The value of the Trust Fund at each such date shall
        be an amount  equal to the market  value of all assets and income of the
        Trust Fund,  less any proper  charges  against the Trust Fund, all as of
        such  Valuation  Date. The Trustee's  determination  of the value of the
        Trust  Fund  shall  be  binding   upon  the   Participating   Employers,
        Participants,  their  beneficiaries  and  all  other  persons  involved.
        Notwithstanding the above, the Company or its agent shall have the right
        to  review  and audit  the  records  of the  Trustee  pertaining  to the
        administration  and  operation of the Plan and Trust Fund,  from time to
        time,  and the Trustee shall correct or  recalculate  any value which is
        shown to have been calculated in error.


7.02    Expenses

        Unless paid by the Company, in its sole discretion,  all expenses of the
        Plan shall be allocated to each Participant's  Contribution  Account and
        Participant's Company Account pro rata in accordance with the respective
        account  balances,  or in such other manner as determined by the Company
        in  consultation  with the  Trustee.  Unless  paid by the  Company,  any
        expenses  associated  with  the  purchase  or sale of  Shares  shall  be
        allocated  to  the  applicable   Participant's   Company   Accounts  and
        Participant's Contribution Accounts pro rata



                                                                        18.

<PAGE>




        in accordance  with the number of Shares  purchased or sold on behalf of
        each Participant.




















                                                                        19.


<PAGE>





8       DESIGNATION OF BENEFICIARY


8.01    Subject to the laws of any province of Canada,  a  Participant  may file
        with his Participating Employer, on a form approved by it, a designation
        of a  beneficiary  or  beneficiaries  to receive any payments to be paid
        from the Plan on the death of the  Participant,  and the Participant may
        from time to time change or revoke any such designation. The most recent
        designation  under the Plan so received shall be  controlling,  if valid
        and  effective  under  applicable  laws unless  subsequently  revoked or
        changed in accordance with applicable  laws provided,  however,  that no
        designation  or change or revocation  thereof shall be effective  unless
        received by the Participating  Employer or any authorized agent thereof,
        prior to the Participant's  death, and in no event shall any designation
        be effective as of a date prior to its receipt.







                                                                        20.

<PAGE>





9       BENEFITS FOR PARTICIPANTS


9.01    Valuation Date

        All benefits for Participants shall be computed as of the Valuation Date
        immediately   following  or  coincident  with  the  termination  of  his
        membership in the Plan.


9.02    Retirement or Termination of Employment

        Subject to Section 10.02, any Participant who terminates  service with a
        Participating  Employer  due to  Retirement  or earlier  Termination  of
        Employment will receive the value of his  Participant's  Company Account
        and  Participant's  Contribution  Account,  including any univested cash
        balance, determined as of the Valuation Date on which such Participant's
        interest  in the  Plan  is  liquidated  in  accordance  with  applicable
        valuation  procedures then in effect for each investment option in which
        the   Participant's   respective   Participant's   Company  Account  and
        Participant's  Contribution  Account  are  invested  less  any  expenses
        associated with such distribution unless paid by the Company.

9.03    Death

        Upon the death of a Participant at any time while in the employment of a
        Participating   Employer,   there  shall  be  paid  to  his   designated
        beneficiary  or, if no designation of beneficiary is then in effect,  to
        the estate of the deceased  Participant,  the value of his Participant's
        Company Account and Participant's  Contribution  Account,  including any
        uninvested cash balance, determined as of the Valuation


                                                                        21.
<PAGE>




        Date on which such  Participant's  interest in the Plan is liquidated in
        accordance with applicable  valuation procedures then in effect for each
        investment  option in which the Participant's  respective  Participant's
        Company Account and Participant's Contribution Account are invested less
        any  expenses  associated  with  such  distribution  unless  paid by the
        Company.


9.04    Disability

        Any  Participant   whose  service  with  a  Participating   Employer  is
        terminated due to disability or sickness as determined consistent with a
        Participating   Employer's   policy  will   receive  the  value  of  his
        Participant's  Company Account and Participant's  Contribution  Account,
        including any  uninvested  cash balance,  determined as of the Valuation
        Date on which such  Participant's  interest in the Plan is liquidated in
        accordance with applicable  valuation procedures then in effect for each
        investment  option in which the Participant's  respective  Participant's
        Company Account and Participant's Contribution Account are invested less
        any  expenses  associated  with  such  distribution  unless  paid by the
        Company.


9.05    Withdrawal from the Participant's Contribution Account

        A  Participant  may, as of any  Valuation  Date,  by giving  notice to a
        Participating  Employer's  payroll  department  not later than one month
        prior to the  effective  date of the  withdrawal,  apply in  writing  to
        liquidate all or a portion of his Participant's Contribution Account and
        receive the value of all or a portion of his Participant's  Contribution
        Account,  including  any  uninvested  cash balance,  in accordance  with
        applicable  valuation  procedures  then in  effect  for each  investment
        option in which his Participant's  Contribution Account is invested less
        any expenses associated with such


                                                                        22.

<PAGE>












        distribution  unless paid by the Company.  Any such withdrawal  shall be
        subject  to a  minimum  of  $500  or  the  value  of  the  Participant's
        Contribution Account, if lesser,  provided such Participant has not made
        more than one  withdrawal  under this Section 9.05 or under Section 8.01
        of the Retirement Savings Plan during the current calendar year.


9.06    Suspension Following Withdrawal

        Following a withdrawal made under Section 9.05 of this Plan and/or under
        Section  8.01  of  the  Retirement   Savings  Plan  in  respect  of  the
        Participant's  Basic  Contributions,  the Participant shall be deemed to
        have  made  an  effective   election   under  Section  4.03  to  suspend
        contributions  for a period of 3 months and shall be permitted to resume
        such  contributions  upon proper notice as set out in subsection 4.03(b)
        on the  first  day of any  month  following  the  appropriate  period of
        suspension.










                                                                        23.

<PAGE>





10      METHOD OF DISTRIBUTION OF BENEFITS


10.01   Date of Payment

        The benefits  provided in Sections  9.02,  9.03,  9.04 and 9.05 shall be
        paid to the  Participant or, in the event of his death, to a beneficiary
        designated  by him or to his  estate  not later  than 90 days  after the
        earliest of:

        (a) the death of the Participant;

        (b) the  day  on  which  the  Participant  ceases  to be  employed  by a
            Participating Employer;

        (c) the end of the  calendar  year in which the  Participant  becomes 71
            years of age;

        (d) the termination or winding-up of the Plan; and

        (e) the date on which the Participant  elects to make a withdrawal under
            Section 9.05.

10.02   Form of Distribution

        Distribution of benefits under Article 9 shall be payable in cash in one
        lump sum. All cash payments shall be made by cheque. If all or a portion
        of his  Participant's  Company  Account and  Participant's  Contribution
        Account are invested in Shares,  the  Participant  may elect to have the
        Trustee  distribute  in  specie to him the  whole  Shares  held in those
        accounts.

        In such event,




                                                                        24.

<PAGE>





        (a) the  Participant  shall  receive  certificates  in  respect of those
            Shares registered in his name or the name of his nominee; and

        (b) the  Participant  shall receive,  in lieu of any fractions of Shares
            held in the Participant's  respective accounts,  the Market Value of
            such fractional Shares determined in accordance with Article 9; and

        (c) the  cash  value  of  his  Participant's  Contribution  Account  and
            Participant's Company Account determined and otherwise payable under
            Article 9,  shall be  reduced  by the Market  Value of the Shares as
            determined  under  Article 9 and  distributed  in specie  under this
            Section 10.02.







                                                                        25.

<PAGE>





11      AGREEMENTS


11.01   Agreement Between the Trustee and the Company

        The Company  shall enter into a Trust  Agreement  with the Trustee under
        which the Trustee shall receive the  contributions  of the  Participants
        and the Participating  Employers to be applied under the Trust Agreement
        and  held,  invested,  reinvested  and  distributed  by the  Trustee  in
        accordance with the terms of such Trust Agreement, this Plan, the Income
        Tax Act (Canada), applicable provincial legislation and the requirements
        of Revenue  Canada,  Taxation.  The  company  may  instruct  the Trustee
        pursuant to provisions  in the Trust  Agreement to enter into a contract
        with an Insurance Company to invest part of the Trust Fund on such terms
        as the Company deems  appropriate,  and the Company retains the right to
        act on behalf of all  persons  having an  interest  in the Trust Fund to
        require the  Trustee to amend such  contracts  or to enter into  further
        such contracts.

11.02   Custody of Assets

        The assets of the Trust Fund under the Trust  Agreement shall be held in
        the  possession  of the  Trustee.  Securities  in the Trust  Fund may be
        registered  in the name of the  Trustee or its  nominees or held in such
        form that they may pass by delivery.




                                                                        26.





11.03   Trustee to Invest Assets

        Subject to and without  limiting the generality of Article 5 and Section
        11.01,  the investment of the assets under the Trust  Agreement shall be
        made by the Trustee.









                                                                        27.
<PAGE>





12      AMENDMENTS TO THE PLAN


12.01   Right to Amend

        Subject to the provisions  hereinafter set forth,  the Company  reserves
        the right,  at any time or from time to time,  by action of its Board of
        Directors  to  modify  or  amend  in  whole or in part any or all of the
        provisions of the Plan,  provided that no such modification or amendment
        may be made which will:

        (a) deprive any  Participant  of any benefit  theretofore  vested in him
            under the Plan; or

        (b) make it  possible  for any part of the Trust Fund to be used for, or
            diverted to,  purposes  other than for the exclusive  benefit of the
            Participants  or  their  respective   beneficiaries   prior  to  the
            satisfaction of all liabilities  with respect to the Participants in
            the Plan and their beneficiaries.


12.02   Retroactive Amendment

        Notwithstanding  the provisions of Section 12.01 or any other provisions
        of the Plan,  any  modification  or  amendment  of the Plan may be made,
        retroactively  if  necessary,  which  the  Company  deems  necessary  or
        appropriate  to conform the Plan to or to satisfy the  conditions of any
        law, governmental regulation or ruling, and to permit the Plan and Trust
        Agreement  to meet the  requirements  of the  income  Tax Act  (Canada),
        applicable  provincial  legislation  and  the  requirements  of  Revenue
        Canada, Taxation.



                                                                        28.


<PAGE>





13      TERMINATION OF THE PLAN


13.01   Right to Terminate the Plan

        The  Company  reserves  the  right at any time by action of its Board of
        Directors to terminate the Plan in whole or in part.


13.02   Procedure on Termination

        In the event of  discontinuance of the Plan whether in whole or in part,
        all of the assets of the Trust  Fund must and shall be  applied  for the
        benefit of Participants and/or their  beneficiaries,  as specified under
        the Plan,  effected  in  accordance  with the value of their  respective
        Participant's  Company Accounts and Participant's  Contribution Accounts
        as determined  through a special  valuation of the Trust Fund as of that
        date in such manner as the Trustee may determine.







                                                                        29.



<PAGE>







14      GENERAL PROVISIONS


14.01   Rights of Participants

        Neither the establishment of the Plan, nor any modification thereof, nor
        the  creation  of any fund,  trust or  account,  nor the  payment of any
        benefits  shall  be  construed  as  giving  any  Participant  or  former
        Participant  or  Employee  of a  Participating  Employer  or any  person
        whomsoever,  any  legal  or  equitable  right  against  a  Participating
        Employer,  the  Company  or the  Trustee,  unless  such  right  shall be
        specifically  provided  for in  the  Trust  Agreement  or  the  Plan  or
        conferred by  affirmative  action of the Company in accordance  with the
        terms and  provisions of the Plan.  The rights of the  Participants  and
        their  beneficiaries  under  the  Plan are  rights  only to share in the
        assets of the Trust Fund in accordance  with the  provisions of the Plan
        as from time to time in  effect,  and a  Participating  Employer  or the
        Company shall not have any  liability  under or arising out of the Plan,
        to any Employee, Participant, beneficiary or other person.


14.02   Employment

        Nothing herein  contained shall be deemed to give any Employee the right
        to  be  retained  in  the  service  of a  Participating  Employer  or to
        interfere with the rights of a Participating  Employer to discharge such
        Employee at any time,  all of which  rights  shall remain as if the Plan
        had not been established.



                                                                        30.



<PAGE>







14.03   Qualification Plan

        The  establishment  and  continuation  of this Plan is  subject  to such
        qualification  with the  relevant  tax  authorities  as is  necessary to
        establish  that the Plan  constitutes  an employees  profit sharing plan
        within the meaning of the Income Tax Act (Canada) and in  particular  as
        is necessary to establish that the Participating  Employers are entitled
        to deduct the amounts of their  payments to the Plan as expenses  before
        taxes under the  provisions  of the Income Tax Act (Canada) or any other
        applicable  legislation,  as is now in  effect or as may be  amended  or
        adopted.


14.04   Assignment

        Except as otherwise  required by law or as provided  under the Plan, any
        benefits payable under the terms of this Plan are for the  Participant's
        own use and benefit and are not capable of assignment or alienation  and
        do not confer upon any Participant, beneficiary, personal representative
        or  dependent,  or any  other  person,  any  rights or  interest  in the
        benefits, if any, capable of being assigned or otherwise alienated,  nor
        shall any such benefit be capable of surrender.


14.05   No Loans

        No  payment  out of the  Plan  shall be made to a  Participant  or other
        beneficiary by way of loan.



                                                                        31.


<PAGE>





14.06   Payment of Benefits in the Case of Incapacity

        If it shall be determined that any person entitled to benefits under the
        Plan is legally,  physically  or mentally  incapable  of  receiving  and
        receipting for such  benefits,  such payments or any part thereof may be
        made by the Trustee to such other person,  persons or  institutions as a
        Participating  Employer believes are then maintaining or have custody of
        such  recipient.  Such  payment  shall  constitute  a full and  complete
        discharge of the payment of the benefit under the Plan.


14.07   Written Explanation

        There shall be prepared and made available to each Participant a written
        explanation  of the  terms  and  conditions  of the Plan and  amendments
        thereto  applicable to him,  together with an  explanation of the rights
        and duties of the Participant  with reference to the benefits  available
        to him under the terms of the Plan. In the event of any conflict between
        any statement made in such explanation and the provisions of the Plan or
        Trust  Agreement,  the provisions of the Plan or Trust  Agreement  shall
        govern.







                                                                        32.



<PAGE>








15      ADMINISTRATION


15.01   Company to Administer

        The Company will operate and  administer the Plan and will determine all
        questions arising under and in connection  therewith,  and may from time
        to time prescribe,  amend and rescind regulations for such operation and
        administration but may employ an agent or agents for this purpose.


15.02   Annual Statement

        The Company shall  deliver or cause to be delivered to each  Participant
        at  least   annually  a  statement   setting  forth  the  value  of  the
        Participant's Contribution Account and the Participant's Company Account
        under the Plan. At the time of any payment to a Participant, beneficiary
        or estate the  Company  shall  deliver or cause to be  delivered  to the
        person  receiving  such payment a statement  setting forth in reasonable
        detail the computation of the amount of the payment. Each such statement
        shall be deemed  correct  unless the  Participant,  the  beneficiary  or
        estate gives notice to the contrary to the Company within 6 months after
        its delivery.


15.03   Delivery to Participants

        Each  notice,  report,  remittance,  statement  and other  communication
        directed to a  Participant  shall be in writing and may be  delivered in
        person or by first class mail,  in which latter event it shall be deemed
        to have been delivered and received by the Participant when so deposited
        in the mail with postage prepaid addressed to the Participant at



                                                                        33.


<PAGE>





        The  Participant's   last  address  of  record  with  his  Participating
        Employer.


15.04   Delivery to Participating Employers

        All applications,  notices,  designations and other  communications from
        Participants  shall be in writing  and where  applicable  on  prescribed
        forms,  and shall be  mailed by first  class  mail or  delivered  to his
        Participating  Employer by the  Participant  and shall be deemed to have
        been given when received by his Participating Employer.














                                                                        34.

<PAGE>






16      CONSTRUCTION



16.01   The Plan shall be construed and  interpreted in accordance with the laws
        of the Province of Ontario and the laws of Canada applicable therein.









                                                                        35.