<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ny514450.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                                                  Exhibit 10.2


                               TELUS CORPORATION
                      SHARE OPTION AND COMPENSATION PLAN
                            AS AMENDED AND RESTATED


                                   ARTICLE 1
                                PURPOSE OF PLAN

         1.1 The purpose of the Plan is to assist non-employee directors,
officers and designated employees of the Company and its Subsidiaries to
participate in the growth and development of the Company and its Subsidiaries
by providing such persons with the most opportunity, through share options and
other rights with respect to compensation to: acquire an increased proprietary
interest in the Company; align shareholders' and directors' and executives'
interests; and provide incentive compensation to such persons based on the
appreciation in the value of the Shares of the Company.


                                   ARTICLE 2
                                 DEFINED TERMS

         Where used herein, the following terms shall have the following
meanings, respectively:

         2.1 "Annual Notice" shall have the meaning set forth in Section 8.1;

         2.2 "Annual Retainer" means the aggregate annual dollar amount, fixed
from time to time by the Board, payable to each Non-Employee Director as a
retainer for services as a director, committee member, or committee chair or
payable to the Chairman of the Board for services;

         2.3 "Average Cost" means the total cost of the acquisition of Shares
on the Stock Exchange, divided by the number of Shares acquired;

         2.4 "Board" means the board of directors of the Company;

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

         2.6 "Committee" means either the HRC Committee or the Governance
Committee, as the case may be;

         2.7 "Common Shares" mean the Common Shares without par value in the
capital of the Company or, in the event of any adjustment as provided in
Article 9 hereof, such shares or securities as a person shall be entitled to
or provided with herein;

         2.8 "Company" means TELUS Corporation, and includes any successor
corporation thereto;

         2.9 "Compensation Portion" means those fees paid to Non-Employee
Directors as contemplated under Section 8.2 or 8.8 hereof;

         2.10 "Deferred Share Unit" means the right to receive equivalent
value of Common Shares or Non-Voting Shares in an account maintained for the
Non-Employee Director and to receive the Market Price of Common Shares or
Non-Voting Shares, as the case may be, upon termination as provided in Section
8.8 hereof, either in cash or at the option of the Company, in Non-Voting
Shares to be issued from treasury;

         2.11 "Director" means a member of the Board;

         2.12 "Directors Options" mean Options granted pursuant to Article 6
hereof;

         2.13 "Effective Date" means March 10, 1999;

         2.14 "Eligible Person" means any officer or designated employee of
the Company or any officer or designated employee of any Subsidiary;

         2.15 "Employee Options" mean Options granted pursuant to Article 5
hereof;

         2.16 "Exercise Date" means the Business Day on which the Company
through the Corporate Secretary of the Company receives (i) notice of an
exercise of an Option or (ii) if an Option Purchase Right has been granted or
issued, the Option Purchase Notice; provided that if the notice of exercise or
Option Purchase Notice is received on a day which is not a Business Day, the
Exercise Date shall be the next Business Day following the receipt of such
notice of exercise or Option Purchase Notice;

         2.17 "Governance Committee" means the Corporate Governance Committee
of the Board.

         2.18 "Grant Date" means, with respect to an Option, the date on which
any Option is approved by the Board for grant hereunder;

         2.19 "HRC Committee" shall mean the Human Resources and Compensation
Committee of the Board;

         2.20 "insider" shall have the meaning as defined in the Securities
Act (Ontario), as such provision is from time to time amended, varied or
re-enacted;

         2.21 "Market Price" in respect of a Share means the weighted average
price per Share at which the Shares if that class trade on the Stock Exchange
(or if such Shares are not then listed and posted for trading on the Stock
Exchange, on such stock exchange on which such Shares are listed and posted
for trading as may be selected for such purpose by the applicable Committee)
on the last Business Day preceding the date on which the Market Price is
calculated thereon;

         2.22 "Meeting Fees" mean the dollar amount paid to each Non-Employee
Director for each directors meeting or committee meeting attended;

         2.23 "Non-Employee Director" means a Director who is not a full or
part time employee of the Company or any of its affiliates;

         2.24 "Non-Voting Shares" means the Non-Voting Shares without par
value in the capital of the Company, or in the event of any adjustment as
provided in Article 9 hereof, such shares or securities as a person shall be
entitled to or provided with herein;

         2.25 "Option" means the irrevocable option to purchase Common Shares
or Non-Voting granted under the Plan whether as Employee Options or Directors
Options, as the case may be;

         2.26 "Option Price" means in respect of a Common Share or a
Non-Voting Share either: (i) the Market Price on the Grant Date, or (ii) the
price as determined by the applicable Committee at the grant of the Option
which shall be not be less than the Market Price determined in (i);

         2.27 "Option Purchase Notice" shall have the meaning as set forth in
Section 7.2 hereof;

         2.28 "Option Purchase Price" means in respect of a Common Share with
respect to which an Option Purchase Notice is given, the Market Price of the
Common Shares on the Exercise Date of the Option Purchase Notice;

         2.29 "Option Purchase Right" means the right granted at the time of
the grant of an Option entitling that Optionee to issue an Option Purchase
Notice with respect to that Option;

         2.30 "Optionee" means a person to whom an Option has been granted;

         2.31 "Overriding Notice" shall have the meaning as set forth in
Section 7.2 hereof;

         2.32 "Ownership Target" means an amount determined by the Board on
recommendation of the Governance Committee from time to time, as the required
market value, as calculated at the Market Price, in Shares and Deferred Share
Units to be owned by a Non-Employee Director;

         2.33 "Plan" means the TELUS Corporation Share Option and Compensation
Plan, as embodied herein, as the same may be amended or varied from time to
time;

         2.34 "Plan Administrator" means the administrator of the Plan as
established pursuant to Section 11.1 hereof;

         2.35 "Purchasing Agent" shall mean Montreal Trust Company of Canada
or any other party appointed as the transfer agent and registrar of the
Company from time to time and any successor thereof;

         2.36 "Share Purchase Election" shall have the meaning specified in
Section 8.2 hereof;

         2.37 "Shares" means the Common Shares or Non-Voting Shares, as the
case may be;

         2.38 "Stock Exchange" means The Toronto Stock Exchange;

         2.39 "Subsidiary" means any corporation that is a subsidiary of the
Company (as such term is defined in the Company Act (British Columbia), as
such provision is from time to time amended, varied or reenacted); and

         2.40 "Termination Date" means the day on which a Non-Employee
Director ceases to be a Director of the Company or a director of a Subsidiary.


                                   ARTICLE 3
                                   AUTHORITY

         3.1 Within the limitations set forth in the Plan and subject as
hereinafter provided, the Board is authorized to provide for the grant of
Options and to issue Deferred Share Units, all on such terms (which may vary
as between Options) as hereinafter determined, and to issue Common Shares and
Non-Voting Shares hereunder in the manner provided herein.

         3.2 The HRC Committee has been delegated the power by the Board,
where consistent with the general purpose and intent of the Plan and subject
to the specific provisions of the Plan with respect to Employee Options
granted to Eligible Persons under Article 5 hereof:

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

         3.2.2    to interpret and construe the Plan and to determine all
                  policy questions arising out of the Plan and any Employee
                  Option granted pursuant to the Plan, and any such
                  interpretation, construction or termination made by the HRC
                  Committee shall be final, binding and conclusive on the
                  Company and the Optionee for all purposes;

         3.2.3    to determine to which Eligible Persons, Employee Options are
                  to be granted, including the determination of designated
                  employees;

         3.2.4    to determine the number of Non-Voting Shares covered by each
                  Employee Option at the time of grant which, unless otherwise
                  determined, shall be one Non-Voting Share for each Employee
                  Option granted;

         3.2.5    to determine the Option Price;

         3.2.6    to determine, at the time of grant, when Employee Options
                  will be granted, vest and be exercisable (including any
                  performance targets or thresholds relating to vesting or
                  exercise rights);

         3.2.7    to determine if the Non-Voting Shares that are subject to an
                  Employee Option will be subject to any restrictions upon the
                  exercise of such Employee Option, including the term of any
                  Employee Option and vesting of any Employee Option;

         3.2.8    to determine such other matters as are provided for herein
                  and not specifically requiring the approval of the Board;
                  and

         3.2.9    to prescribe the form of the instruments relating to the
                  grant, exercise and other terms of Employee Options.

         3.3 The Governance Committee has been delegated the power by the
Board, where consistent with the general purpose and intent of the Plan and
subject to the specific provisions of the Plan with respect to Directors
Options granted to Non-Employee Directors pursuant to Article 6 hereof:

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

         3.3.2    to interpret and construe the Plan and to determine all
                  policy questions arising out of the Plan and any Directors
                  Option granted pursuant to the Plan, and any such
                  interpretation, construction or termination made by the
                  Governance Committee shall be final, binding and conclusive
                  on the Company and the Optionee for all purposes;

         3.3.3    to determine the number of Non-Voting Shares covered by each
                  Directors Option at the time of grant which unless otherwise
                  determined shall be one Non-Voting Share for each Directors
                  Option granted;

         3.3.4    to determine the Option Price for the Directors Options;

         3.3.5    to recommend to the Board for its approval, the Ownership
                  Target from time to time;

         3.3.6    to determine at the time of grant when Directors Options
                  will be granted, vest and be exercisable (including any
                  performance targets or thresholds relating to vesting or
                  exercise rights);

         3.3.7    to determine if the Shares that are subject to a Directors
                  Option will be subject to any restrictions upon the exercise
                  of such Directors Option, including the term of any
                  Directors Option and vesting of any Directors Option;

         3.3.8    to prescribe the form of the instruments relating to the
                  grant, exercise and other terms of Directors Options and
                  Annual Notice; and

         3.3.9    to determine such other matters as are provided for herein
                  and not specifically requiring the approval of the Board
                  with respect to matters contained in Article 6 and 8 hereof.


                                   ARTICLE 4
                            SHARES SUBJECT TO PLAN

         4.1 Options may be granted in respect of authorized and unissued
Shares as hereinafter provided. There are hereby reserved for issuance
pursuant to the Plan the following Shares:

         (a)      up to 3,454,217 Common Shares for all Employee Options and
                  Directors Options granted before January 1, 2001; and

         (b)      up to 15,500,000 Non-Voting Shares for all Options which may
                  be granted on or after January 1, 2001 of which 100,000
                  Non-Voting Shares are reserved for issuance pursuant to the
                  Compensation Portion.

Notwithstanding the foregoing no more than 10,000 Directors Options shall be
granted to any Non-Employee Director in any one year. All Common Shares and
Non-Voting Shares reserved for issuance hereunder as with respect to which a
maximum is established are subject to adjustment or increase pursuant to the
provisions of Article 9 hereof. The prescribed number of Non-Voting Shares
reserved hereunder in the aggregate for Options or the Compensation Portion
may be increased or changed by the Board subject to any applicable securities
laws, the rules and regulations of any stock exchange on which the Non-Voting
Shares are listed and the approval of the holders of Common Shares, if
required by such stock exchange.


         4.2 To the extent permitted by any stock exchange on which the Shares
are listed, Shares in respect of which Options are not exercised and which are
cancelled shall be available for the grant of subsequent Options under the
Plan or the issuance of further Shares from treasury under the Plan. Other
than as provided in the foregoing sentence, no further Options for Common
Shares shall be granted under the Plan on and after January 1, 2001. No
fractional Shares may be purchased or issued under the Plan.

         4.3 In no event may the term of an Option exceed ten years from the
Grant Date of the Option.

         4.4 Notwithstanding the foregoing, any Option shall become
exercisable to its full extent upon a resolution of the Board to that effect,
which resolution may be enacted for any reason determined by the Board,
including a determination there has been a change of control of the Company or
that there is an anticipated change of control of the Company, which in the
opinion of the Board warrants such determination.

         4.5 The total number of Shares to be optioned to any Optionee or
issued from treasury to Non-Employee Directors, under this Plan together with
any Shares reserved for issuance under any other option or compensation plans
for employees, of the Company or any Subsidiary or any other plans to such
Optionee for Shares of the Company shall not exceed 5% of the issued and
outstanding Shares at the Grant Date of the Option.

         4.6 Notwithstanding any other provisions hereof, the majority of any
Options granted under the Plan shall not be granted to insiders of the
Company.

         4.7 An Option is personal to the Optionee and is non-assignable other
than by will or by the applicable laws of succession and devolution.


                                   ARTICLE 5
                        ELIGIBILITY, GRANT AND TERMS OF
                       EMPLOYEE OPTIONS AND TERMINATION

         5.1 Employee Options under this Article 5 may be granted to Eligible
Persons.

         5.2 Employee Options may be granted, based on such recommendations of
the HRC Committee to the Board following receipt by the HRC Committee of
advice from the Chief Executive Officer of the Company or with respect to
designated employees who are not executives as advised by the Senior
Vice-President, Human Resources of the Company or such other person designated
by the HRC Committee.

         5.3 Subject as herein and as otherwise specifically provided for in
this Article 5, the number of Shares subject to each Employee Option, the
Option Price, the expiration date of each Employee Option, the vesting rights
with respect to the Employee Option or the extent to which each Employee
Option is exercisable from time to time during the term of the Employee Option
(including any performance targets or thresholds relating to vesting or
exercise rights) and other terms and conditions relating to each such Employee
Option shall be determined by the HRC Committee at the time of grant;
provided, however, that if no specific determination is made with respect to
any of the following matters, each Employee Option shall, subject to any other
specific provisions of the Plan, contain the following terms and conditions:

         5.3.1    the Option Price shall be the price as determined pursuant
                  to subparagraph (i) of Section 2.26 hereof;

         5.3.2    the period during which an Employee Option shall be
                  exercisable shall be ten years from the Grant Date of the
                  Employee Option;

         5.3.3    the Optionee may take up and pay for not more than 33% of
                  the Shares covered by the Employee Option on and after the
                  expiration of each 12-month period from the Grant Date, so
                  that 100% of the Shares covered by any Employee Option shall
                  be exercisable on and after the third anniversary of the
                  Grant Date; provided, however, that if the number of Shares
                  taken up under the Employee Option during any such 12-month
                  period is less than 33% of the Shares covered by the
                  Employee Option, the Optionee shall have the right, at any
                  time or from time to time during the remainder of the term
                  of the Employee Option, to purchase such number of Shares
                  subject to the Employee Option that were purchasable, but
                  not purchased by him or her during such 12-month period.

         5.4 Subject to Section 5.5 hereof and to any subsequent resolution
passed by the Board with respect to any Employee Options, an Employee Option,
including all rights to purchase Shares pursuant thereto or acquire the
appreciated value of Common Shares if an Option Purchase Right has been
granted to the Optionee, if any, shall expire and terminate immediately upon
the Optionee ceasing to be an officer or employee of the Company or an officer
or employee of any Subsidiary.

         5.5 If before the expiry of an Employee Option in accordance with the
terms thereof, the employment of the Optionee by the Company or any Subsidiary
shall terminate or cease and the Optionee shall cease to be an officer or an
employee of the Company or any Subsidiary the following shall apply:

         5.5.1    if the Optionee shall cease to be an employee or officer of
                  the Company or a Subsidiary by reason of a voluntary
                  termination, other than normal retirement or permanent
                  disability (such date of termination being herein being
                  called the "voluntary termination date"), all Employee
                  Options held by such Optionee, whether exercisable or
                  unexercisable at the voluntary termination date, shall be
                  terminated and cease to be exercisable on and after the
                  voluntary termination date unless such other period shall be
                  granted subject to the terms hereof as determined by the HRC
                  Committee;

         5.5.2    if the Optionee shall cease to be an employee or officer of
                  the Company or a Subsidiary by reason of normal retirement
                  (such date of retirement herein being called the "retirement
                  date"), all Employee Options held by such Optionee, whether
                  exercisable or unexercisable at the retirement date shall be
                  exercisable on and after the retirement date for the
                  remaining term of the Employee Options as granted;

         5.5.3    if the Optionee shall cease to be an officer or employee of
                  the Company or a Subsidiary by reason of permanent
                  disability (such date at which time the Optionee is
                  determined to be disabled being called the "disability
                  date"), all Employee Options held by such Optionee, whether
                  exercisable or unexercisable at the disability date shall be
                  exercisable on and after the disability date for the
                  remaining term of the Employee Options as granted;

         5.5.4    if the Optionee shall cease to be an employee or officer of
                  the Company or a Subsidiary by reason of termination by the
                  Company or a Subsidiary without just cause (the date of the
                  giving of notice of termination herein being called the
                  "termination date"), all Employee Options held by such
                  Optionee, which are exercisable at the termination date
                  shall be exercisable on and after the termination date and
                  for a period of 90 days thereafter and all such Employee
                  Options held by such Optionee, which are unexercisable at
                  the termination date shall be terminated and shall cease to
                  be exercisable on or after the termination date, unless
                  otherwise determined by the HRC Committee, subject to the
                  terms hereof;

         5.5.5    if the Optionee shall cease to be an employee or officer of
                  the Company or a Subsidiary by reason of termination by the
                  Company or a Subsidiary with just cause (such date of
                  termination being herein called the "termination date"), all
                  Employee Options held by such Optionee, whether exercisable
                  or unexercisable at the termination date shall be terminated
                  and shall cease to be exercisable on and after the
                  termination date;

         5.5.6    if the Optionee, including an Optionee who has ceased to be
                  an officer or employee of the Company or a Subsidiary, shall
                  die, all Employee Options held by such Optionee, which are
                  exercisable at the date of death, or which become
                  exercisable within a period of 12 months from the date of
                  death, shall be exercisable on and after the date of death,
                  by the legal personal representative(s) of the estate of the
                  Optionee, subject to the terms of the Plan, during a period
                  of the earlier of 12 months following the date of death, or
                  the expiry of the Employee Option. All Employee Options held
                  by such Optionee, which are not exercisable within such term
                  shall be terminated.

         5.6 For the purpose hereof:

         5.6.1    "normal retirement" shall occur where the employee and
                  officer is entitled to full or early retirement benefits
                  under the pension plan of the Company or its Subsidiaries to
                  which such employee or officer is entitled to receive a
                  pension unless otherwise determined by the Company;

         5.6.2    "permanent disability" shall occur when the Optionee is
                  determined, by the appropriate authority under the
                  applicable disability plan under which the Optionee is
                  entitled to benefits, based on medical evidence to have
                  virtually no potential to return to work at the Company or
                  any of its Subsidiaries by reason of a severe permanent
                  physical or mental condition; and

         5.6.3    "just cause" means conduct of the officer or employee that
                  is finally determined (after all rights of appeal have been
                  exhausted or have expired) by a court of competent
                  jurisdiction to be, or is agreed in writing by the officer
                  or employee to be, conduct entitling the Company or a
                  Subsidiary to terminate such officer's or employee's
                  employment without any notice or compensation in lieu of
                  notice.

         5.7 Employee Options shall not be affected by any change of
employment of the Optionee or by the Optionee ceasing to be an officer where
the Optionee continues to be employed by the Company or any Subsidiary, unless
the Optionee shall also cease to be an employee.


                                   ARTICLE 6
                        ELIGIBILITY, GRANT AND TERMS OF
                       DIRECTORS OPTIONS AND TERMINATION

         6.1 Directors Options under this Article 6 may be granted to
Non-Employee Directors.

         6.2 Options may be granted by the Company, based on such
recommendations of the Governance Committee to the Board.

         6.3 Subject as herein and as otherwise specifically provided for in
this Article 6, the number of Shares subject to each Directors Option, the
Option Price, the expiration date of each Directors Option, the vesting rights
with respect to the Directors Option or the extent to which each Directors
Option is exercisable from time to time during the term of the Directors
Option (including any performance targets or thresholds relating to vesting or
exercise rights), and other terms and conditions relating to each such
Directors Option shall be determined at the time of grant; provided, however,
that if no specific determination is made with respect to any of the following
matters, each Directors Option shall, subject to any other specific provisions
of the Plan, contain the following terms and conditions:

         6.3.1    the Option Price shall be the price as determined pursuant
                  to subparagraph (i) of Section 2.26 hereof;

         6.3.2    the period during which a Directors Option shall be
                  exercisable shall be ten years from the Grant Date of the
                  Directors Option; and

         6.3.3    the Directors Option shall immediately vest upon the grant
                  thereof.

         6.4 Options granted before January 1, 2001 shall include an Option
Purchase Right with respect thereto.

         6.5 If before the expiry of a Directors Option in accordance with the
terms thereof, the Non-Employee Director shall cease to be a Director or a
director of any Subsidiary, the following shall apply:

         6.5.1    if the Optionee, including an Optionee who has ceased to be
                  a Director or a director of a Subsidiary, shall die, all
                  Directors Options held by such Optionee which are
                  exercisable at the date of death, or which become
                  exercisable within a period of 12 months from the date of
                  death, shall be exercisable on and after the date of death
                  by the legal personal representative(s) of the estate of the
                  Optionee, subject to the terms of the Plan, during a period
                  of the earlier of 12 months following the date of death, or
                  the expiry of such Directors Option. All Directors Options,
                  held by such Optionee which are not exercisable within such
                  term shall be terminated; and

         6.5.2    if the Optionee shall cease to be a Director or a director
                  of any Subsidiary for any reason other than death, all
                  Directors Options held by such Optionee, whether exercisable
                  or unexercisable at the date of such cessation shall be
                  exercisable on and after the Termination Date for the
                  remaining term of the Directors Options as granted; provided
                  however that if that Optionee shall at any time after the
                  Termination Date become a director, officer or employee of
                  any corporation or entity which competes with the Company or
                  its Subsidiaries (the "Competing Entity"), all Directors
                  Options, held by such Optionee whether exercisable or
                  unexercisable on or after the date such Optionee becomes a
                  director, officer or employee of that Competing Entity shall
                  be terminated and forfeited.


                                   ARTICLE 7
                              EXERCISE OF OPTIONS

         7.1 Subject to the provisions of the Plan, an Option to purchase
Shares, may be exercised from time to time, within the period in which they
are exercisable by delivery to the Company of a written notice of exercise
addressed to the Corporate Secretary of the Company at its registered office
or such other address as the Corporate Secretary shall advise all Optionees in
writing, specifying the class and the number of Shares with respect to which
the Option is being exercised and accompanied by payment in full of the
applicable Option Price of the Shares to be purchased. When requested,
certificates for such Shares shall be issued and delivered to the Optionee
within a reasonable time following the receipt of such notice and payment.

         7.2 Notwithstanding the foregoing or any other provisions of the Plan
if with respect to an Employee Option granted before January 1, 2001 the
Optionee was granted an Option Purchase Right and with respect to Directors
Options granted before January 1, 2001, the Option Purchase Right provided for
therein, that Optionee shall have the right, by written notice (the "Option
Purchase Notice") exercisable at the time that an Option may be exercised,
requesting that the Company purchase from the Optionee all or any part of the
vested Options held by the Optionee as specified in the Option Purchase Notice
at a price equal to the difference between the Option Purchase Price and the
Option Price for those Options. Upon any repurchase hereunder the number of
Shares represented by the Option or Option Purchase Right, for the purpose of
the Plan, shall be cancelled and may not be eligible for the further grant of
an Option hereunder. Notwithstanding the foregoing the Company shall have the
right by written notice to the Optionee (the "Overriding Notice") to override
all or any part of the Option Purchase Notice and require the Optionee to
exercise the Option and acquire the Common Shares for which the Company has
given the Overriding Notice. For greater certainty, no Option Purchase Rights
shall be granted to any Optionee under any Employee Options on or after
January 1, 2001 and no Directors Options granted on or after January 1, 2001
shall contain any Option Purchase Right.


                                   ARTICLE 8
                      DIRECTORS COMPENSATION ARRANGEMENTS

         8.1 A Non-Employee Director shall give annually give an annual notice
(the "Annual Notice") to the Corporate Secretary electing that, subject as
hereafter provided, the Annual Retainer and Meeting Fees be (i) paid to him or
her in cash, (ii) applied to the acquisition of Shares, (iii) applied to the
issue of Deferred Share Units, or (iv) be dealt with by any combination of the
foregoing, all as specified in the Annual Notice, such Annual Notice to be
received by the Corporate Secretary on or before February 15th of any year
provided that with respect to 1999, such Annual Notice shall be given on or
before June 30, 1999 and with respect to any new Non-Employee Director, such
Annual Notice shall be given within 60 days of such Non-Employee Director
becoming a Director.

         8.2 Pursuant to the Annual Notice and at the times as required
hereunder, the Company shall cause the Purchasing Agent to acquire on behalf
of all Non-Employee Directors who have elected to acquire Shares, Shares in
the market as hereinafter set forth, for the account of such Non-Employee
Director. The number of Shares to be purchased shall be determined by applying
the portion of the Annual Retainer and Meeting Fees specified to be so applied
by all of the Non-Employee Directors to the acquisition of Shares less any
required withholding thereon (the "Share Purchase Election"), to the purchase
of Shares. Any Shares required will be purchased quarterly by the Purchasing
Agent on behalf of the Non-Employee Director who have so elected, in arrears,
on or about the 15th day of the months of January, April, July and October on
the Stock Exchange. In the event Common Shares are not available for purchase
on behalf of non-Canadian Non-Employee Directors due to the foreign ownership
levels of the Company at the time, the Purchasing Agent shall acquire the
approximate value of Non-Voting Shares in the same manner. The costs of the
Purchasing Agent will be borne by the Company. All Shares so purchased are to
be registered in the name of the Non-Employee Director and shall be eligible
to for dividend reinvestment under the Company's Dividend Reinvestment and
Share Purchase Plan. The cost to each Non-Employee Director for Shares
purchased hereunder will be the Average Cost by the Purchasing Agent for the
purchase of all Shares of the class purchased on the date for all Non-Employee
Directors in the Plan.

         8.3 Pursuant to the Annual Notice and from time to time as the Annual
Retainer and Meeting Fees are paid, the Company shall cause the Plan
Administrator to credit to an account from each Non-Employee Director the
number of Deferred Share Units determined by dividing the portion of the
Annual Retainer and Meeting Fees specified to be applied to the acquisition of
Deferred Share Units in the Annual Notice by (i) for any Deferred Share Unit
credited to the account of a Non-Employee Director before January 1, 2001, the
Market Price of the Common Shares, and (ii) for any Deferred Share Unit
credited to the account of a Non-Employee Director on or after January 1,
2001, the Market Price of the Non-Voting Shares, in each case, on the same
dates as Shares are being acquired in the market by the Purchasing Agent.

         8.4 Notwithstanding the foregoing, a Non-Employee Director shall not
be entitled to receive all or any portion of his or her annual board retainer,
forming part of the Annual Retainer, in cash unless the Ownership Target is
met. If the Ownership Target is not met, the Non-Employee Director must elect
to receive payment of the Annual Board Retainer in the form of Shares or
Deferred Share Units. The Ownership Target shall be met within five years of
joining the board. Ownership towards the Ownership Target shall be determined
annually as of the end of each fiscal year.

         8.5 A Non-Employee Director who has elected to have the Annual
Retainer and Meeting Fees applied pursuant to the purchase of Shares or the
issuance of Deferred Share Units pursuant to an Annual Notice may rescind the
Annual Notice or amend the instructions given in the Annual Notice to the
Corporate Secretary on or before three weeks prior to any quarterly payment of
the Annual Retainer or Meeting Fees.

         8.6 Each Non-Employee Director's Deferred Share Unit account shall be
credited with dividend equivalents on the day that dividends are paid on
Shares and such dividend equivalents shall be converted into additional
Deferred Share Units based on the Market Price on that date credited. A
Deferred Share Unit shall entitle the Non-Employee Director to receive an
amount equal to the applicable Market Price of the Common Shares or Non-Voting
Shares for the number of Deferred Share Units respecting the Common Shares or
Non-Voting Shares, as the case may be, held for the Non-Employee Director on
the Termination Date in accordance with Section 8.8 hereof.

         8.7 Notwithstanding the foregoing the Company shall have the right,
at its discretion, to determine to issue Non-Voting Shares from treasury to
satisfy the election by the Non-Employee Director to apply the Share Purchase
Election portion to the acquisition of Non-Voting Shares. If the Company shall
issue Non-Voting Shares from treasury, such Non-Voting Shares will be issued
at a price equal to the Market Price on the day the Share Purchase Election
portion is to be applied as if Non-Voting Shares were purchased in the market
under Section 8.2. Non-Voting Shares issued hereunder will be part of the
amount reserved and set aside as provided under this Plan. All Non-Voting
Shares issued hereunder will be issued in the name of the Non-Employee
Directors electing to acquire such Non-Voting Shares and held by the
Purchasing Agent on behalf of the Non-Employee Director in non-certificated
form.

         8.8 Upon a Non-Employee Director ceasing to be a Director or a
director of a Subsidiary in any manner whatsoever, the Company shall pay to
the Non-Employee Director or the Non-Employee Director's legal representative
an amount equal to the number of Deferred Share Units held by the Plan
Administrator on behalf of the Non-Employee Director multiplied by the
applicable Market Price for Common Shares or Non-Voting Shares, as the case
may be, on such Termination Date, less any required withholding. In the
alternative in the sole discretion of the Company it may issue from treasury
such number of Non-Voting Shares as is required to meet its obligations under
the Plan in the manner provided under Section 8.7 hereof. Non-Voting Shares
issued hereunder will be part of the amount reserved and set aside as provided
under this Plan. All Non-Voting Shares issued hereunder will be issued in the
name of the Non-Employee Directors electing to acquire such Non-Voting Shares
and held by the Purchasing Agent on behalf of the Non-Employee Director in
non-certificated form. Any cash payment hereunder shall be made within one
calendar year following such Termination Date and may be provided as a
deferred receipt or in any manner agreed by the Company and the Non-Employee
Director provided however that if no agreement shall be reached within a
reasonable period, the Company may pay such amount by cheque to the
Non-Employee Director. Notwithstanding paragraph 8.6 hereof, the Non-Employee
Director shall not be entitled to any further dividend equivalents from and
after the Termination Date. Notwithstanding the provisions hereof for any
Non-Employee Director for whom a Termination Date has occurred within the
period after the Effective Date but prior to the approval date of the Plan,
the payment hereunder will be made within a reasonable time following such
necessary approvals.


                                   ARTICLE 9
                        GENERAL AND CERTAIN ADJUSTMENTS

         9.1 Notwithstanding any of the provisions contained in the Plan or in
any Option, the Company's obligation to issue Shares to an Optionee pursuant
to the exercise of an Option or as permitted under the Plan shall be subject
to:

         9.1.1    completion of such registration or other qualification of
                  such Shares issuable under all Options or obtaining approval
                  of such governmental authority as the Company shall
                  determine to be necessary or advisable in connection with
                  the authorization, issuance or sale thereof;

         9.1.2    the Company being satisfied that the issuance of Shares on
                  exercise of an Option will be in compliance with the
                  applicable laws of Canada or any province thereof or if
                  necessary, with the applicable laws of the United States, or
                  any state thereof;

         9.1.3    the Company being satisfied that upon the issuance of Common
                  Shares hereunder the Company will continue to be in
                  compliance with the Canadian Telecommunications Common
                  Carrier Ownership and Control Regulations pursuant to the
                  Telecommunications Act or any other regulation applicable to
                  the Company and its Subsidiaries with respect to the holding
                  of voting or equity shares by persons who are non-Canadian;

         9.1.4    the admission of such Shares to listing on any stock
                  exchange on which the Shares may then be listed; and

         9.1.5    the receipt from the Optionee or Non-Employee Director of
                  such representations, agreements and undertakings, including
                  as to future dealings in such Shares, as the Company or its
                  counsel determines to be necessary or advisable in order to
                  safeguard against the violation of the securities laws of
                  any jurisdiction.

In this connection the Company shall, to the extent necessary, take all
reasonable steps to obtain such approvals, registrations and qualifications as
may be necessary for the issuance of such Shares in compliance with applicable
securities laws and for the listing of such Shares on any stock exchange on
which the such Shares are then listed.

         9.2 Appropriate adjustments in the number of Shares subject to the
Plan, as regards Options granted or to be granted in the number of Shares
optioned, in the applicable Option Price and in the Deferred Share Units held
for a Non-Employee Director, shall be made by the Board to give effect to
adjustments in the number of Shares resulting from subdivisions,
consolidations or reclassifications of the applicable class of Shares of the
Company, the payment of stock dividends by the Company (other than dividends
in the ordinary course paid on a regular dividend payment date including any
stock dividends which may be paid in lieu of regular cash dividends) or other
relevant changes in the capital of the Company. In the event that the Company
is reorganized, merged, consolidated or amalgamated with another corporation,
the Board shall make such provisions as it sees fit for the continuance of
Options and Deferred Share Units outstanding under the Plan and to prevent
their dilution or enlargement.


                                  ARTICLE 10
                      AMENDMENT OR DISCONTINUANCE OF PLAN

         10.1 The Board may amend or discontinue the Plan at any time;
provided, however, that no such amendment may increase the maximum number of
Shares that may be optioned under the Plan, change the manner of determining
the Option Price, without the consent of the Optionee, alter or impair any
Option previously granted to an Optionee under the Plan unless such alteration
is not prejudicial to any Option previously granted or, without the consent of
a Non-Employee Director, alter or impair any Deferred Share Units held, unless
such alteration is not prejudicial to such Non-Employee Directors, and further
provided that any amendment shall require the approval of the Stock Exchange
and the other stock exchange or stock exchanges on which the applicable Shares
are then listed, if any, and all other applicable regulatory authorities.


                                  ARTICLE 11
                                ADMINISTRATION

         11.1 To the extent permitted by law, each of the Committees may, from
time to time, delegate the day-to-day administration of the Plan to a Plan
Administrator (as hereinafter defined) on such terms and conditions as such
Committee considers appropriate. "Plan Administrator" shall mean a person or
company (which may be management of the Company, a trust company or other
qualified third party or individual) appointed by the Committee to act as
administrator of the Plan for the benefit of persons thereunder. The Plan
Administrator shall have such administrative responsibilities as the Committee
shall specify, including the maintenance of accounts, and reporting to persons
thereunder. The Committees and the Plan Administrator shall exercise any
powers delegated to them hereunder or as contemplated herein in the manner and
on the terms authorized and any decision made or action taken by the
Committees or the Plan Administrator, as the case may be, arising out of or in
connection with the administration or interpretation of the Plan in this
context shall be final and conclusive, subject only to the overriding
discretion of the Board with respect to the Plan and the administration
thereof.

         11.2 Whenever the Board or a Committee is to exercise discretion in
the administration of the terms and conditions of the Plan or any
determinations or approvals contemplated in the Plan, the term "discretion"
shall mean the sole and absolute discretion of the Board or the applicable
Committee, as the case may be.

         11.3 All actions and determinations (including all omissions with
respect to the foregoing) which are taken or made in good faith by the Board
or, by a Committee or the Plan Administrator, shall not subject any members of
the Board or the Committee, or the Plan Administrator to any liability
whatsoever to any person hereunder or their beneficiaries and legal
representatives.

         11.4 All costs and expenses of the administration of this Plan
including those of the Purchasing Agent shall be borne by the Company.


                                  ARTICLE 12
                           MISCELLANEOUS PROVISIONS

         12.1 The holder of an Option shall not have any rights as a holder of
the applicable Shares with respect to any of the Shares covered by such Option
until such holder shall have exercised such Option in accordance with the
terms of the Plan (including tendering payment in full of the Option Price of
the Shares in respect of which the Option is being exercised) and the Company
shall issue such Shares to the Optionee in accordance with the terms of the
Plan in those circumstances. Any holder of Deferred Share Units shall not have
any rights as a holder of the applicable Shares as such.

         12.2 Nothing in the Plan or any Option shall confer upon any Optionee
any right to continue in the employ of the Company or any Subsidiary or remain
a Director of the Company or a director of any Subsidiary or affect in any way
the right of the Company or any such Subsidiary to terminate his or her
employment at any time or remove him or her as a Director; nor shall anything
in the Plan or any Option be deemed or construed to constitute an agreement,
or an expression of intent, on the part of the Company or any such Subsidiary,
to extend the employment of any Optionee beyond the time that he or she would
normally be retired pursuant to the provisions of any present or future
retirement plan of the Company or any Subsidiary or any present or future
retirement policy of the Company or any Subsidiary, or beyond the time at
which he or she would otherwise be retired pursuant to the provisions of any
contract of employment with the Company or any Subsidiary or the appointment
of a person as a Director or a director of a Subsidiary.

         12.3 References herein to any gender include all genders and to the
plural includes the singular and vice versa.

         12.4 Time shall be of the essence hereof.


                                  ARTICLE 13
                      SHAREHOLDER AND REGULATORY APPROVAL

         13.1 The Plan, as amended and restated, shall be subject to and to
acceptance by The Toronto Stock Exchange. Any Options granted prior to such
approval and acceptance shall be conditional upon such approval and acceptance
being given and no such Options may be exercised unless and until such
approval and acceptance is given.

         13.2 The Plan as amended and restated shall be effective on and after
January 1, 2001, subject to Section 13.1 hereof.


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</DOCUMENT>
