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                                                                     Exhibit 4.1

               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
                                       OF
                        7.30% SERIES B PREFERENCE SHARES
                                       OF
                           RENAISSANCERE HOLDINGS LTD.


         The 7.30% Series B Preference Shares shall have the designation,
preferences and rights, and shall be subject to the restrictions, as hereinafter
appearing:

         Section 1. Designation and Amount. There shall be a series of
Preference Shares of the Company which shall be designated as "7.30% Series B
Preference Shares," par value $1.00 per share (hereinafter called "Series B
Preference Shares"), and the number of shares constituting such series shall be
4,000,000. Such number of shares may be increased or decreased at any time and
from time to time by resolution of the Company's Board of Directors; provided,
however, that no decrease shall reduce the number of shares of Series B
Preference Shares to a number less than that of the Series B Preference Shares
then outstanding plus the number of shares of Series B Preference Shares
issuable upon exercise of outstanding rights, options or warrants or upon
conversion of outstanding securities issued by the Company.

         Section 2. Definitions. For purposes of the Series B Preference Shares,
the following terms shall have the meanings indicated:

              "Board" shall mean the Board of Directors of the Company or any
         committee authorized by such Board of Directors to perform any of its
         responsibilities with respect to the Series B Preference Shares.

              "Business Day" shall mean any day other than a Saturday, Sunday or
         a day on which banking institutions in Hamilton, Bermuda, or New York,
         New York are not required to be open.

              "Call Date" shall mean any date which the Company establishes for
         the redemption of Series B Preference Shares, which date must be
         specified in the notice mailed to holders of the Series B Preference
         Shares pursuant to Section 5(f) hereof.

              "Common Shares" shall mean the common shares of the Company, par
         value $1.00 per share.

              "Company" shall mean RenaissanceRe Holdings Ltd.

              "Dividend Payment Date" shall mean the first day of March, June,
         August and December in each year, commencing on June 1, 2003; provided,
         however, that if any Dividend Payment Date falls on any day other than
         a Business Day, the dividend payment due on such Dividend Payment Date
         shall be paid on the Business Day immediately after such Dividend
         Payment Date.

              "Dividend Periods" shall mean quarterly dividend periods
         commencing on March 1, June 1, August 1 and September 1 of each year
         and ending on and including the day

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         preceding the first day of the next succeeding Dividend Period (other
         than the initial Dividend Period, which shall commence on the Issue
         Date and end on and include May 31, 2003, and other than the Dividend
         Period during which any Series B Preference Shares shall be redeemed
         pursuant to Section 5 hereof, which shall end on and include the Call
         Date with respect to the Series B Preference Shares being redeemed).

              "Dollars" or "$" shall mean U.S. Dollars.


              "Fully Junior Shares" shall mean the Common Shares and any other
         class or series of shares of the Company now or hereafter issued and
         outstanding over which the Series B Preference Shares have preference
         or priority in both (i) the payment of dividends and (ii) the
         distribution of assets on any liquidation, dissolution or winding up of
         the Company.

              "Issue Date" shall mean the first date on which the Series B
         Preference Shares are issued and sold.

              "Junior Shares" shall mean the Common Shares and any other class
         or series of shares of the Company now or hereafter issued and
         outstanding over which the Series B Preference Shares have preference
         or priority in either (i) the payment of dividends or (ii) the
         distribution of assets on any liquidation, dissolution or winding up of
         the Company.

              "Parity Shares" shall mean any class or series of shares of the
         Company now or hereafter issued and outstanding (including the 8.10%
         Series A Preference Shares) which ranks on a parity with the Series B
         Preference Shares as to the payment of dividends and as to distribution
         of assets upon liquidation, dissolution or winding up of the Company,
         whether or not the dividend rates, dividend payment dates or redemption
         or liquidation prices per share thereof shall be different from those
         of the Series B Preference Shares, if the holders of such class or
         series and the Series B Preference Shares shall be entitled to the
         receipt of dividends and of amounts distributable upon liquidation,
         dissolution or winding up in proportion to their respective amounts of
         accrued and unpaid dividends per share or liquidation preferences,
         without preference or priority one over the other.

              "Person" shall mean any individual, firm, partnership,
         corporation, limited liability company or other entity, and shall
         include any successor (by merger or otherwise) of such entity.

              "redemption" shall mean a purchase of Series B Preference Shares
         pursuant to Section 42A of the Companies Act 1981 of Bermuda, and the
         terms "redeem" and redeemable" shall be interpreted accordingly.

              "Register of Members" shall mean the Register of Members of the
         Company.

              "Series B Preference Shares" shall have the meaning set forth in
         Section 1 hereof.

              "set apart for payment" shall be deemed to include, without any
         action other than the following, the recording by the Company in its
         accounting ledgers of any accounting or bookkeeping entry which
         indicates, pursuant to a declaration of dividends or other


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         distribution by the Board, the allocation of funds to be so paid on any
         class or series of the Company's shares; provided, however, that if any
         funds for any class or series of Junior Shares or any class or series
         of shares of the Company ranking on a parity with the Series B
         Preference Shares as to the payment of dividends or other distributions
         are placed in a separate account of the Company or delivered to a
         disbursing, paying or other similar agent, then "set apart for payment"
         with respect to the Series B Preference Shares shall mean placing such
         funds in a separate account or delivering such funds to a disbursing,
         paying or other similar agent.

              "Transfer Agent" shall mean Mellon Investor Services, LLC, or such
         other agent or agents of the Company as may be designated by the Board
         or its designee as the transfer agent, registrar and dividend
         disbursing agent for the Series B Preference Shares.

         Section 3. Dividends.

              (a) The holders of Series B Preference Shares shall be entitled to
receive, when, as and if declared by the Board out of funds legally available
for the payment of dividends, cumulative preferential cash dividends in an
amount per share equal to 7.30% of the liquidation preference per annum
(equivalent to $1.825 per share), except as provided in Section 3(b) hereof.
Such dividends shall begin to accrue and shall be fully cumulative from the
Issue Date, whether or not in any Dividend Period or Periods there shall be
funds of the Company legally available for the payment of such dividends and
whether or not such dividends shall be declared. Such dividends shall be payable
quarterly, when, as and if declared by the Board, in arrears on Dividend Payment
Dates, commencing on the first Dividend Payment Date after the Issue Date. Each
such dividend shall be payable to the holders of record of Series B Preference
Shares as they appear in the Register of Members at the close of business on the
applicable record date, which shall be one day prior to the applicable Dividend
Payment Date as long as all of the Series B Preference Shares are in book-entry
form and, if all of the Series B Preference Shares are not in book-entry form,
shall be 15 days prior to the applicable Dividend Payment Date. Accrued and
unpaid dividends for any past Dividend Periods may be declared and paid at any
time and for such interim periods, without reference to any regular Dividend
Payment Date, to holders of record on such date, not less than 15 nor more than
60 days preceding the payment date thereof, as may be fixed by the Board. Any
dividend payment made on Series B Preference Shares shall first be credited
against the earliest accrued but unpaid dividend due with respect to Series B
Preference Shares which remains payable.

              (b) The holders of Series B Preference Shares shall be entitled to
receive, when, as and if declared by the Board, a dividend for the initial
Dividend Period from the Issue Date until May 31, 2003. The amount of dividends
payable for the portion of such period from the Issue Date until February 28,
2003, and for any other period shorter than a full quarterly Dividend Period, on
the Series B Preference Shares shall be computed on the basis of a 360-day year
of twelve 30-day months. Holders of Series B Preference Shares shall not be
entitled to any dividends, whether payable in cash, property or stock, in excess
of cumulative dividends, as herein provided, on the Series B Preference Shares.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on the Series B Preference Shares that may be
in arrears.


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              (c) So long as any Series B Preference Shares are outstanding, no
dividends or other distributions, except as described in the immediately
following sentence, shall be declared or paid or set apart for payment on any
class or series of Parity Shares for any period unless full cumulative dividends
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for such payment on the Series B
Preference Shares for all Dividend Periods terminating on or prior to the
dividend payment date in respect of the dividend or other distribution on such
class or series of Parity Shares. When dividends on the Series B Preference
Shares are not paid in full or a sum sufficient for such payment is not set
apart, as aforesaid, all dividends declared upon Series B Preference Shares and
all dividends declared upon any class or series of Parity Shares shall be
declared ratably in proportion to the respective amounts of dividends
accumulated and unpaid on the Series B Preference Shares and accumulated and
unpaid on such Parity Shares.

              (d) So long as any Series B Preference Shares are outstanding, no
dividends or other distributions (other than dividends or distributions paid
solely in shares of, or options, warrants or rights to subscribe for or purchase
shares of, Fully Junior Shares) shall be declared or paid or set apart for
payment and no other distribution shall be declared or paid or set apart for
payment upon Junior Shares, nor shall any Junior Shares be redeemed, purchased
or otherwise acquired (other than a redemption, purchase or other acquisition of
Common Shares made for purposes of an employee incentive or benefit plan of the
Company or any subsidiary of the Company) for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any Junior
Shares) by the Company, directly or indirectly (except by conversion into or
exchange for Fully Junior Shares), unless in each case (i) the full cumulative
dividends on all outstanding Series B Preference Shares and any Parity Shares
shall have been or contemporaneously are declared and paid or declared and set
apart for payment for all past Dividend Periods with respect to the Series B
Preference Shares and all past dividend periods with respect to such Parity
Shares and (ii) sufficient funds shall have been or contemporaneously are set
apart for the payment of the dividends for the current Dividend Period with
respect to the Series B Preference Shares and the current dividend period with
respect to such Parity Shares.

              (e) No dividends on Series B Preference Shares shall be declared
by the Board or paid or set apart for payment by the Company at such time as the
terms and provisions of any agreement of the Company, including any agreement
relating to its indebtedness, prohibit such declaration, payment or setting
apart for payment or provide that such declaration, payment or setting apart for
payment would constitute a breach thereof or a default thereunder, or if such
declaration, payment or setting apart shall be restricted or prohibited by law.

         Section 4. Liquidation Preference.


              (a) In the event of any liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary, before any dividend payment or
distribution of the assets of the Company (whether capital or surplus) shall be
made or set apart for payment to the holders of Junior Shares, the holders of
the Series B Preference Shares shall be entitled to receive from the Company's
assets legally available for distribution to shareholders $25.00 per Series B
Preference Share plus an amount equal to all dividends (whether or not earned or
declared) accrued and unpaid thereon to the date fixed for distribution to such
holders; but such holders shall not be entitled to any further payment. If, upon
any liquidation, dissolution or winding up


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of the Company, the assets of the Company, or proceeds thereof, distributable
among the holders of the Series B Preference Shares shall be insufficient to pay
in full the preferential amount aforesaid and liquidating payments on any shares
of any class or series of Parity Shares, then such assets, or the proceeds
thereof, shall be distributed among the holders of Series B Preference Shares
and any such Parity Shares ratably in accordance with the respective amounts
that would be payable on such Series B Preference Shares and any such Parity
Shares if all amounts payable thereon were paid in full. For the purposes of
this Section 4, (i) a consolidation, amalgamation or merger of the Company with
one or more corporations or other entities, (ii) a sale, lease or conveyance of
all or substantially all of the shares of capital stock or the property or
business of the Company or (iii) a statutory share exchange shall not be deemed
to be a liquidation, dissolution or winding up, voluntary or involuntary, of the
Company.

              (b) Subject to the rights of the holders of shares of any series
or class or classes of shares of the Company's stock ranking on a parity with or
prior to the Series B Preference Shares upon liquidation, dissolution or winding
up, upon any liquidation, dissolution or winding up of the Company, after
payment shall have been made in full to the holders of the Series B Preference
Shares, as provided in this Section 4, any other series or class or classes of
Junior Shares shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be paid
or distributed, according to their respective numbers of shares, and the holders
of the Series B Preference Shares shall not be entitled to share therein.

         Section 5. Redemption at the Option of the Company.


              (a) Subject to Section 5(d) hereof, the Series B Preference Shares
shall not be redeemable by the Company prior to the fifth anniversary of the
Issue Date. On or after the fifth anniversary of the Issue Date, the Company, at
its option, may redeem the Series B Preference Shares, in whole at any time or
from time to time in part, for cash at a redemption price of $25.00 per Series B
Preference Share, plus any amounts payable pursuant to Section 5(b) hereof.

              (b) Upon any redemption of Series B Preference Shares pursuant to
this Section 5, the Company shall pay all accrued and unpaid dividends, if any,
thereon to the Call Date, without interest. If the Call Date falls after a
dividend payment record date and prior to the corresponding Dividend Payment
Date, then each holder of Series B Preference Shares at the close of business on
such dividend payment record date shall be entitled to the dividend payable on
such shares on the corresponding Dividend Payment Date notwithstanding the
redemption of such shares before such Dividend Payment Date or the Company's
default in the payment of the dividend due. Except as provided above, the
Company shall make no payment or allowance for unpaid dividends, whether or not
in arrears, on Series B Preference Shares called for redemption.

              (c) Unless full cumulative dividends on the Series B Preference
Shares and any class or series of Parity Shares shall have been declared and
paid or declared and a sum sufficient for the payment thereof set apart for
payment for all past Dividend Periods and the then current Dividend Period
(including such dividend periods on any Parity Shares), the Series B Preference
Shares and any Parity Shares may not be redeemed under this Section 5 in part
and the Company may not purchase or acquire Series B Preference Shares or any
Parity Shares, otherwise than pursuant to a purchase or exchange offer made in
writing to all holders of Series


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B Preference Shares and Parity Shares upon such terms as the Board in its sole
discretion after consideration of the respective annual dividend rate and other
relative rights and preferences of the respective classes or series, will
determine (which determination will be final and conclusive) will result in fair
and equitable treatment among the respective classes or series.

              (d) At any time prior to the fifth anniversary of the Issue Date,
if the Company shall have submitted to the holders of its Common Shares a
proposal for amalgamation or shall have submitted any proposal for any other
matter that, as a result of any changes in Bermuda law after the date hereof,
requires for its validation or effectuation an affirmative vote of the holders
of the Series B Preference Shares at the time outstanding, whether voting as a
separate series or together with any other series of preference shares as a
single class, the Company, at its option, may redeem all of the outstanding
Series B Preference Shares for cash at a redemption price of $26.00 per Series B
Preference Share, plus any amounts payable pursuant to Section 5(b) hereof.

              (e) Prior to delivering notice of redemption as provided in
paragraph (f) below, the Company will file with its records of the corporation a
certificate signed by an officer of RenaissanceRe affirming its compliance with
the redemption provisions under the Companies Act 1981 relating to the Series B
Preference Shares, and stating that the redemption will not render the Company
insolvent or cause it to breach any provision of applicable Bermuda law or
regulation. The Company shall mail a copy of such certificate with any notice of
redemption mailed to holders of record of Series B Preference Shares pursuant to
paragraph (f) below.

              (f) Notice of the redemption of any Series B Preference Shares
under this Section 5 shall be mailed by first-class mail to each holder of
record of Series B Preference Shares to be redeemed at the address of each such
holder as shown in the Register of Members, not less than 30 nor more than 60
days prior to the Call Date. Neither the failure to mail any notice required by
this paragraph (f), nor any defect therein or in the mailing thereof, to any
particular holder, shall affect the sufficiency of the notice or the validity of
the proceedings for redemption with respect to the other holders. Any notice
which was mailed in the manner herein provided shall be conclusively presumed to
have been duly given on the date when the same would be delivered in the
ordinary course of transmission, whether or not the holder receives the notice.
Each such mailed notice shall state, as appropriate: (1) the Call Date; (2) the
number of Series B Preference Shares to be redeemed and, if fewer than all the
Series B Preference Shares held by such holder are to be redeemed, the number of
such shares to be redeemed from such holder; (3) the redemption price; (4) the
place or places at which certificates for such Series B Preference Shares are to
be surrendered; and (5) that dividends on the Series B Preference Shares to be
redeemed shall cease to accrue on such Call Date except as otherwise provided
herein. Notice having been mailed as aforesaid, from and after the Call Date
(provided the Company has made available, as hereinafter provided, an amount of
cash necessary to effect such redemption), (i) except as otherwise provided
herein, dividends on the Series B Preference Shares so called for redemption
shall cease to accrue; (ii) such shares shall no longer be deemed to be
outstanding; (iii) all rights of the holders thereof as holders of Series B
Preference Shares of the Company shall cease (except the right to receive cash
payable upon such redemption, without interest thereon, upon surrender and
endorsement of their certificates if so required and to receive any dividends
payable thereon and the right to transfer such Series B Preference Shares prior
to the Call Date); and (iv) any officer of the Company shall be entitled, on
behalf of such holder and as


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its attorney-in-fact, to execute and deliver any and all documents as may be
necessary to effect such redemption. The Company's obligation to provide cash in
accordance with the preceding sentence shall be deemed fulfilled if, on or
before the Call Date, the Company shall deposit with a bank or trust company
(which may be an affiliate of the Company) that has an office in the United
States, and that has, or is an affiliate of a bank or trust company that has,
capital and surplus of at least $50,000,000, funds necessary for such
redemption, in trust, with irrevocable instructions that such cash be applied to
the redemption of the Series B Preference Shares so called for redemption. The
name and address of such bank or trust company and the deposit or intent to
deposit of the redemption funds in such trust account shall also be stated in
the notice of redemption. No interest shall accrue for the benefit of the
holders of Series B Preference Shares to be redeemed on any cash so set aside by
the Company. Subject to applicable escheat laws, any such cash unclaimed at the
end of six years from the Call Date shall revert to the general funds of the
Company, after which reversion the holders of such shares so called for
redemption shall look only to the general funds of the Company for the payment
of such cash.

              As promptly as practicable after the surrender, in accordance with
the notice given as aforesaid, of the certificates for any Series B Preference
Shares so redeemed (properly endorsed or assigned for transfer, if the Company
shall so require and if the notice shall so state), such shares shall be
exchanged for any cash (without interest thereon) for which such shares have
been redeemed. If fewer than all the outstanding Series B Preference Shares are
to be redeemed, shares to be redeemed shall be selected by the Company from
outstanding Series B Preference Shares not previously called for redemption pro
rata (as nearly as may be practicable) or by lot in a manner determined by the
Company in its sole discretion to be equitable. If fewer than all the Series B
Preference Shares represented by any certificate are redeemed, then new
certificates representing the unredeemed shares shall be issued without cost to
the holder thereof.

         Section 6. Shares To Be Retired. All Series B Preference Shares which
shall have been issued and reacquired in any manner by the Company shall be
restored to the status of authorized but unissued shares of the Company, without
designation as to class or series.

         Section 7. Ranking. Any class or series of shares of the Company shall
be deemed to rank:


              (a) prior to the Series B Preference Shares, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding up of the Company, if the holders of such class or series shall be
entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Series B Preference Shares;

              (b) on a parity with the Series B Preference Shares, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up of the Company, if such class or series shall be
Parity Shares;

              (c) junior to the Series B Preference Shares, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up of the Company, if such class or series shall be Junior Shares; and

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              (d) junior to the Series B Preference Shares, as to the payment of
dividends and as to the distribution of assets upon liquidation, dissolution or
winding up of the Company, if such class or series shall be Fully Junior Shares.

         Section 8. Voting Rights.


              (a) Except as otherwise provided in this Section 8 and as
otherwise required by law, holders of the Series B Preference Shares shall have
no voting rights.

              (b) Whenever, at any time or times, dividends payable on Series B
Preference Shares or on Voting Preferred Shares (as defined below) shall be in
arrears (whether or not such dividends have been earned or declared) in an
amount equivalent to dividends for six full Dividend Periods (whether or not
consecutive), then, immediately upon the happening of such event, the holders of
Series B Preference Shares, together with the holders of Voting Preferred
Shares, voting as a single class regardless of class or series, shall have the
right to elect two directors to the Board of the Company (the "Additional
Directors") at any general meeting of shareholders or at a special meeting of
the holders of the Series B Preference Shares and Voting Preferred Shares called
as hereinafter provided. "Voting Preferred Shares" are Parity Shares of any
class or series, whether existing currently or issued subsequently to the date
hereof, but excluding Series A Preference Shares until such time, if any, as the
certificate of designation of the Series A Preference Shares is amended to
provide that the holders of such Series A Preference Shares vote together with
the Series B Preference Shares and all other Parity Shares, as a single class,
in connection with the election of Additional Directors upon a dividend default
as described above. At any time after such voting power shall have been so
vested in the holders of Series B Preference Shares and Voting Preferred Shares,
the President of the Company may, and upon the written request of the holders of
record of at least 10% of the Series B Preference Shares then outstanding
(addressed to the Secretary of the Company at the principal office of the
Company) shall, call a special meeting of the holders of the Series B Preference
Shares and of the Voting Preferred Shares for the election of the Additional
Directors, such call to be made by notice similar to that provided in the
Bye-laws of the Company for a special general meeting of the shareholders or as
required by law. Such meeting will be held at the earliest practicable date in
such place as may be designated pursuant to the Bye-laws (or if there be no
designation, at the Company's principal office in Bermuda). If any such special
meeting required to be called as above provided shall not be called by the
Company's proper officers within 20 days after the Secretary has been personally
served with such request, or within 60 days after mailing the same by registered
or certified mail addressed to the Secretary at the Company's principal office,
then the holders of record of at least 10% of the Series B Preference Shares
then outstanding may designate in writing one of their number to call such
meeting at the Company's expense, and such meeting may be called by such person
so designated upon the notice required for annual general meetings of
shareholders and will be held in Bermuda, unless the Company otherwise
designates. Any holder of Series B Preference Shares so designated will have
access to the Register of Members for the purpose of causing meetings of
shareholders to be called pursuant to these provisions. Notwithstanding the
foregoing, no such extraordinary meeting will be called during the period within
90 days immediately preceding the date fixed for the next annual general meeting
of shareholders. Alternatively, the Additional Directors may be elected by a
resolution in writing, which may be in counterparts, signed by all of the
holders of the Series B Preference Shares and the Voting Preferred Shares. If at
the time the voting power referred to in


                                      -8-
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this Section 8(b) is vested in the holders of the Series B Preference Shares and
the Voting Preferred Shares there are not two vacancies on the Board of the
Company, the Company will use its best efforts to obtain the appointment or
election of the Additional Directors to the Board, including, if necessary, by
using its best efforts to increase the number of directors constituting the
Board and amend its Bye-laws. At any annual or extraordinary meeting at which
the holders of the Series B Preference Shares and the Voting Preferred Shares
have the special right, voting separately as a class, to elect Additional
Directors as described above, the presence, in person or by proxy, of the
holders of fifty percent of the outstanding Series B Preference Shares and
Voting Preferred Shares (as a single class) will be required to constitute a
quorum for the election of any Additional Director by the holders of the Series
B Preference Shares and the Voting Preferred Shares, voting separately as a
class. At any such meeting or adjournment thereof the absence of a quorum of the
Series B Preference Shares and the Voting Preferred Shares (as a single class)
will not prevent the election of directors other than Additional Directors to be
elected by the Series B Preference Shares and the Voting Preferred Shares,
voting separately as a class, and the absence of a quorum for the election of
such other directors will not prevent the election of Additional Directors to be
elected by the Series B Preference Shares and the Voting Preferred Shares,
voting separately as a class. The Additional Directors shall hold office until
the next annual general meeting of the shareholders or until their successors,
if any, are elected by the holders of the Series B Preference Shares and the
Voting Preferred Shares and qualify or until the office of Additional Director
terminates as hereinafter provided. Any Additional Director may be removed, with
or without cause, by a majority vote at any special meeting of the holders of
the Series B Preference Shares and the Voting Preferred Shares, voting as a
single class, provided that the notice of any such meeting convened for the
purpose of removing an Additional Director shall contain a statement of the
intention so to do and be served on such Additional Director not less than 14
days before the meeting and at such meeting such Additional Director shall be
entitled to be heard on the motion for such Additional Director's removal. In
the event of any vacancy in the office of Additional Director, a successor shall
be elected by the holders of the Series B Preference Shares and the Voting
Preferred Shares, voting as a single class, at any general meeting of
shareholders or at a special meeting of the holders of the Series B Preference
Shares and the Voting Preferred Shares called in accordance with the procedures
described above for the election of Additional Directors, or by a written
resolution as provided above, such successor to hold office until the next
annual general meeting of the shareholders or until the office of Additional
Director terminates as hereinafter provided. If an interim vacancy shall occur
in the office of Additional Director prior to a general meeting of the
shareholders or a special meeting or written resolution of the holders of the
Series B Preference Shares and the Voting Preferred Shares, a successor shall be
elected by the Board upon nomination by the then remaining Additional Director
or the successor of such remaining Additional Director, to serve until a
successor is elected in accordance with the preceding sentence or until the
office of Additional Director terminates as hereinafter provided; provided,
however, that if no remaining Additional Director or successor of such
Additional Director is then in office, Additional Directors shall be elected in
accordance with the procedures described in the immediately preceding sentence.
Whenever all arrearages in dividends on the Series B Preference Shares and the
Voting Preferred Shares then outstanding shall have been paid and dividends
thereon for the current quarterly dividend period shall have been declared and
paid or declared and set apart for payment, then the rights of holders of the
Series B Preference Shares and the Voting Preferred Shares to elect Additional
Directors shall cease (but subject always to


                                      -9-
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the same provision for the vesting of such rights in the case of any future
arrearages in an amount equivalent to dividends for six full Dividend Periods),
and the terms of office of the Additional Directors so elected by the holders of
Series B Preference Shares and the Voting Preferred Shares to the Company's
Board shall forthwith terminate and, if the size of the Board was increased for
the purposes of the Additional Directors, the number of directors constituting
the Board shall be reduced accordingly.

              (c) The rights attached to the Series B Preference Shares may only
be varied in accordance with the provisions of Bye-law 52(a) contained in the
Company's Bye-laws. The rights, preferences or voting powers attached to the
Series B Preference Shares will not be deemed to be varied by the creation or
issue of any shares or any securities convertible into or evidencing the right
to purchase shares ranking prior to or equally with the Series B Preference
Shares with respect to the payment of dividends or of assets upon liquidation,
dissolution or winding up; and provided, further, that no such vote of the
holders of Series B Preference Shares shall be required if, prior to the time
when any of the foregoing actions is to take effect, all outstanding Series B
Preference Shares shall have been redeemed.

              (d) The holders of the Series B Preference Shares shall not be
entitled to vote on any sale of all or substantially all of the assets of the
Company.

              (e) For purposes of any vote by the holders of the Series B
Preference Shares pursuant to the foregoing provisions of this Section 8, each
Series B Preference Share shall have one (1) vote per share. Except as otherwise
required by applicable law or as set forth herein, the Series B Preference
Shares shall not have any other voting rights or powers, and the consent of the
holders thereof shall not be required for the taking of any action by the
Company.

         Section 9. Limitation on Transfer and Ownership. The holders of Series
B Preference Shares shall be subject to the provisions of Bye-law 46A, Bye-law
61 and Bye-law 62 contained in the Company's Bye-Laws.

         Section 10. Sinking Fund; Preemptive Rights. The Series B Preference
Shares shall not be entitled to the benefits of any retirement or sinking fund.
No holder of Series B Preference Shares, solely by reason of such holding, has
or will have any preemptive right to subscribe to any additional issue of the
Company's shares of any class or series or to any security convertible into such
shares.

         Section 11. Conversion. The Series B Preference Shares shall not be
convertible into or exchangeable for any other securities of the Company.


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