EXHIBIT 3.12
                                                                    ------------




[GRAPHIC OMITTED]
[LOGO]Industry Canada                   Industrie Canada


RESTATED CERTIFICATE                    CERTIFICAT
OF INCORPORATION                        DE CONSTITUTION A JOUR

CANADA BUSINESS                         LOI CANADIENNE SUR
CORPORATIONS ACT                        LES SOCITTFS PAR ACTIONS


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NEXEN INC.                                          427706-6


__________________________________      _____________________________________
Name of corporation-Denomination        Corporation number-Numero
de la societe                           de la societe


I hereby certify that the articles      Je certifie que les statuts constitutes
of incorporation of the above-named     de la societe susmentionnee ont ete
corporation were restated under         mis a jour en vertu de l'article 180
section 180 of the CANADA BUSINESS      de la LOI CANADIENNE SUR LES SOCIETES
CORPORATIONS ACT as set out in the      PAR ACTIONS, tel qu'il est indique dans
attached restated articles of           les statuts mis a jour ci-joints.
incorporation.




/s/ Richard G. Shaw                      MAY 20,2005 / LE 20 MAI 2005
--------------------------
   Richard G. Shaw                      Effective Date of Restatement -
 Director - Directeur             Date d'entree en vigueur de la mise 4 jour



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[GRAPHIC OMITTED]
<PAGE>

<TABLE>
<CAPTION>
[GRAPHIC
OMITTED]  Industry Canada     Industrie Canada                 FORM 7                        FORMULAIRE 7
                                                        RESTATE ARTICLES OF              STATUTS CONSTITUTIFS
          Canada Business     Loi canadienne               INCORPORATION                       MIS A JOUR
          Corporation Act     sur les societes             (SECTION 180)                     (ARTICLE 180)
                              par actions
<S>                                                     <C>
--------------------------------------------------------------------------------------------------------------------------
1 - Name of the Corporation - Denomination sociale de   Corporation No. - No de la societe
    la societe

NEXEN INC.                                              427706-6

--------------------------------------------------------------------------------------------------------------------------
2 - The province or territory in Canada where           La province ou le territoire au Canada ou est
    the registered office is situated                   situe le siege social

ALBERTA

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3 - The classes and any maximum number of               Categories et tout nombre maximal d'actions
    shares that the corporation is authorized           que le societe est autorisee a emettre
    to issue

The attached Schedule "A" is incorporated into these articles. The authorized
share capital of the Corporation consists of an unlimited number of common
shares and an unlimited number of class A preferred shares, issuable in series.

<CAPTION>
<S>                                                     <C>
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4 - Restrictions, if any, on share transfers            Restrictions sur le transfert des actions,
                                                        s'il y a lieu

None.

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5 - Number (or minimum and maximum number)              Nombre (ou nombre minimal et maximal)
    of directors                                        d'administrateurs

A minimum of 3 and a maximum of 15 directors, and the number within such range
shall be determined from time to time by the board of directors.

<CAPTION>
<S>                                                     <C>
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6 - Restrictions, if any, on business the               Limites imposees a l'activite commerciale
    corporation may carry on                            de la societe, s'il y a lieu

None.

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7 - Other provisions, if any                            Autres dispositions, s'il y a lieu

The directors of the Corporation may appoint 1 or more additional directors who
shall hold office for a term expiring not later than the close of the next
annual meeting of the shareholders of the Corporation. The total number of
directors so appointed shall not exceed 1/3 of the number of the directors
elected at the previous annual meeting of shareholders, provided that the total
number of directors of the Corporation shall not exceed the maximum number
stated in the articles of the Corporation.

<CAPTION>
<S>                                                     <C>
--------------------------------------------------------------------------------------------------------------------------
These restated articles of incorporation                Cette mise a jour des statuts constitutifs demontre out,
correctly set out,  without substantive change,         exactement, sans changement substantiel, les dispositions
the corresponding provisions of the articles of         correspondantes des statuts constitutifs modifies qui
incorporation as amended and supersede the              remplacent les statuts constitutifs originaux.
original articles of incorporation.
--------------------------------------------------------------------------------------------------------------------------
                     Printed Name - Nom en               8- Capacity of - En         9 - Tel No. - N(degree) de tel.
                     lettres moulees                        qualite de

Signature            Sylvia L. Groves                    Assistant Secretary         403.699.5291
</TABLE>

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FOR DEPARTMENT USE ONLY.  A L'USAGE DU MINISTERE SEULEMENT
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                                                                          CANADA


<PAGE>
                                  SCHEDULE "A"
                      TO RESTATED ARTICLES OF INCORPORATION


     The Corporation is authorized to issue two classes of shares, as
hereinafter set forth.

1.   Common Shares having attached thereto the rights, privileges, restrictions
     and conditions hereinafter set forth:

     (a)  to vote at all meetings of shareholders, except meetings at which only
          holders of a specified class or series of shares are entitled to vote;
          and

     (b)  subject to the rights, privileges, restrictions and conditions
          attaching, to other classes of shares of the Corporation, to receive
          any dividend declared by the Corporation on the Common Shares and to
          receive the remaining property of the Corporation upon dissolution.

2.   (a)  Class A Preferred Shares, issuable in series, having attached thereto,
          as a class, the rights, restrictions, conditions and limitations
          hereinafter set forth:

          (i)   ISSUABLE IN SERIES

                The Class A Preferred Shares may at any time and from time to
                time be issued in one or more series, each series to consist of
                such number of shares as may, before the issue thereof, be
                determined by resolution of the board of directors of the
                Corporation.

          (ii)  RESOLUTION OF DIRECTORS

                The board of directors of the Corporation shall (subject as
                hereinafter provided), by resolution duly passed before the
                issue of the Class A Preferred Shares of each series, fix the
                designation, rights, restrictions, conditions and limitations to
                be attached to the Class A Preferred Shares of such series,
                including, but without in any way limiting or restricting the
                generality of the foregoing, the rate or amount of cumulative
                preferential dividends, the date or dates and places of payment
                thereof, the date or dates from which such preferential
                dividends shall accrue, the rights and obligations, if any, of
                the Corporation to purchase the Class A Preferred Shares of such
                series and to redeem the same, the price and the terms and
                conditions of any such purchase or redemption, conversion
                rights, if any, the terms and conditions of any share purchase
                plan or sinking fund and the restrictions, if any, respecting
                the payment of dividends on any shares ranking junior to the
                Class A Preferred Shares, the whole subject to the filing of

<PAGE>
                                       -2-

                Articles of Amendment setting forth the designation, rights,
                restrictions, conditions and limitations to be attached to the
                Class A Preferred Shares of such series.

          (iii) DIVIDEND AND LIQUIDATION PREFERENCE

                The Class A Preferred Shares of each series shall, with respect
                to priority in payment of dividends and in the distribution of
                assets in the event of liquidation, dissolution or winding-up of
                the Corporation, whether voluntary or involuntary, or any other
                distribution of the assets of the Corporation among its
                shareholders for the purpose of winding up its affairs, be
                entitled to preference over the common shares of the Corporation
                and over any other shares ranking junior to the Class A
                Preferred Shares; and the Class A Preferred Shares of each
                series may also be given such other preferences over the said
                common shares and any other shares ranking junior to the Class A
                Preferred Shares as may be determined as to the respective
                series authorized to be issued.

          (iv)  PRIOR SHARES

                The Corporation may, at any time or times and from time to time,
                create one or more classes of shares which, with respect to
                priority in payment of dividends or in the distribution of
                assets in the event of liquidation, dissolution or winding-up of
                the Corporation, whether voluntary or involuntary, or any other
                distribution of the assets of the Corporation among its
                shareholders for the purpose of winding up its affairs rank on a
                parity with, or are entitled to a preference over, the Class A
                Preferred Shares, upon compliance with such restrictions, if
                any, as may be set forth in the rights, restrictions, conditions
                and limitations to be attached to the Class A Preferred Shares
                of each series at such time outstanding.

          (v)   RANK PARI PASSU

                The Class A Preferred Shares of each series shall rank on a
                parity with the Class A Preferred Shares of every other series
                with respect to priority in payment of dividends and in the
                distribution of assets in the event of the liquidation,
                dissolution or winding-up of the Corporation, whether voluntary
                or involuntary, or any other distribution of the assets of the
                Corporation among its shareholders for the purpose of winding up
                its affairs.



<PAGE>
                                       -3-


          (vi)  PARTICIPATE RATABLY

                When any fixed cumulative dividends or amounts payable on a
                return of capital are not paid in full, the Class A Preferred
                Shares of all series shall participate ratably in respect of
                such dividends including accumulations, if any, in accordance
                with the sums which would be payable on the said Class A
                Preferred Shares if all such dividends were declared and paid in
                full, and on any return of capital in accordance with the sums
                which would be payable on such return of capital if all sums so
                payable were paid in full.

          (vii) VOTING RIGHTS

                The holders of the Class A Preferred Shares shall not be
                entitled (except as hereinafter specifically provided) to
                receive notice of or attend any meeting of the shareholders of
                the Corporation and shall not be entitled to any vote at any
                such meeting unless and until four (4) quarterly dividends on
                the Class A Preferred Shares of any one (1) series shall remain
                outstanding and be unpaid, whether or not such dividends have
                been declared and whether or not there are any monies of the
                Corporation properly applicable to the payment of dividends.
                Thereafter, but only so long as any dividend on the Class A
                Preferred Shares of any series remains in arrears, the holders
                of Class A Preferred Shares shall be entitled to receive notice
                of and to attend all meetings of shareholders of the Corporation
                and shall be entitled to one (1) vote in respect of each Class A
                Preferred Share held and in addition shall be entitled, voting
                separately and exclusively as a class, to elect two (2) members
                of the board of directors of the Corporation. Nothing herein
                contained shall be deemed to limit the right of the Corporation
                from time to time to increase or decrease the number of its
                directors.

                Notwithstanding anything contained in the by-laws of the
                Corporation, the term of office of all persons who may be
                directors of the Corporation at any time when the right to elect
                directors shall accrue to the holders of the Class A Preferred
                Shares, as herein provided, or who may be appointed as directors
                thereafter and before a meeting of shareholders shall have been
                held, shall terminate upon the election of directors at the next
                annual meeting of shareholders or at a general meeting of
                shareholders which may be held for the purpose of electing
                directors at any time after the accrual of such right to elect
                directors upon not less than fifteen (15) days' written notice
                and which shall be called by the Secretary of the Corporation
                upon the written request of the holders of record of at least
                one-tenth (1/10) of the outstanding Class A Preferred Shares; in
                default

<PAGE>
                                       -4-


                of the calling of such general meeting by the Secretary within
                fifteen (15) days after the making of such request, such meeting
                may be called by any holder of record of Class A Preferred
                Shares.

                Any vacancy or vacancies occurring among members of the board
                elected by the holders of Class A Preferred Shares voting
                separately and exclusively as a class, in accordance with the
                foregoing provisions, may be filled by the board of directors
                with the consent and approval of the remaining director elected
                by the holders of Class A Preferred Shares voting separately and
                exclusively as a class, but if there be no such vacancies;
                whether or not such vacancy or vacancies is or are so filled by
                the board, the holders of record of at least one-tenth (1/10) of
                the outstanding Class A Preferred Shares shall have the right to
                require the Secretary of the Corporation to call a meeting of
                the holders of Class A Preferred Shares for the purpose of
                filling the vacancy or vacancies or replacing either or both of
                the persons elected or appointed to fill such vacancy or
                vacancies and the provisions of the last preceding subparagraph
                with respect to the calling of any such meeting shall apply.

                Notwithstanding the foregoing or anything contained in the
                by-laws of the Corporation, upon any termination of the said
                right to elect directors the term of office of the directors
                elected or appointed to represent the holders of the Class A
                Preferred Shares exclusively shall forthwith terminate.

          (viii) AMENDMENTS

                The provisions of the preceding paragraphs (i) to (vii)
                inclusive, of this paragraph (viii) and of the following
                paragraph (ix) or any of them may be deleted, varied, modified,
                amended or amplified by Special Resolution but only with the
                prior approval of the holders of the Class A Preferred Shares
                given as hereinafter specified in addition to any other approval
                required by the CANADA BUSINESS CORPORATIONS ACT or such other
                statute, if any, as the Corporation may at any time be continued
                under.

          (ix)  APPROVAL OF SHAREHOLDERS

                The approval of the holders of the Class A Preferred Shares with
                respect to any and all matters referred to herein may be given
                by compromise or arrangement under the CANADA BUSINESS
                CORPORATIONS ACT or, if permitted, by compromise or arrangement
                or analogous proceedings under such other statute, if any, under
                which the Corporation may from time to time be continued or may,
                subject to the provisions of the CANADA BUSINESS CORPORATIONS
                ACT or of such other statute, if any, as the Corporation may at
                any time be continued under, be given in

<PAGE>



                                       -5-


                writing by the holders of not less than two-thirds (2/3) of the
                Class A Preferred Shares for the time being outstanding or by
                resolution duly passed and carried by not less than two-thirds
                (2/3) of the votes cast on a poll at a meeting of the holders of
                the Class A Preferred Shares duly called and held for the
                purpose of considering the subject matter of such resolution and
                at which holders of not less than a majority of all Class A
                Preferred Shares then outstanding are present in person or
                represented by proxy in accordance with the by-laws of the
                Corporation; provided, however, that if at any such meeting,
                when originally held, the holders of at least a majority of all
                Class A Preferred Shares then outstanding are not present in
                person or so represented by proxy within thirty (30) minutes
                after the time fixed for the meeting, then the meeting shall be
                adjourned to such date, being not less than fifteen (15) days
                later, and to such time and place, as may be fixed by the
                chairman of such meeting and at such adjourned meeting the
                holders of Class A Preferred Shares present in person or so
                represented by proxy, whether or not they hold more or less than
                a majority of all Class A Preferred Shares then outstanding, may
                transact the business for which the meeting was originally
                called, and a resolution duly passed and carried by not less
                than two-thirds (2/3) of the votes cast on a poll at such
                adjourned meeting shall constitute the approval of the holders
                of the Class A Preferred Shares hereinbefore mentioned. Notice
                of any such original meeting of the holders of the Class A
                Preferred Shares shall be given not less than fourteen (14) days
                prior to the date fixed for such meeting and shall specify in
                general terms the purpose for which the meeting is called, and
                notice of any such adjourned meeting shall be given at least ten
                (10) days prior to the date fixed for such adjourned meeting,
                but it shall not be necessary to specify in such notice the
                purpose for which the adjourned meeting is called. The
                formalities to be observed with respect to the giving of notice
                of any such original meeting or adjourned meeting and the
                conduct thereof shall be those from time to time prescribed in
                the by-laws of the Corporation with respect to meetings of
                shareholders. On every poll taken at any such original meeting
                or adjourned meeting the holders of Class A Preferred Shares
                present in person or so represented by proxy shall be entitled
                to one (1) vote in respect of each Class A Preferred Share held
                by each of such holders respectively.

     (b)  1,000,000 Class A Preferred Shares, issued as the first series of
          Class A Preferred Shares, are designated as 10% Cumulative Redeemable
          Class A Preferred Shares, First Series (hereinafter referred to as
          "Preferred Shares, First Series"). The rights, restrictions,
          conditions and limitations attached to the Preferred Shares, First
          Series, in addition to the rights, restrictions, conditions and
          limitations attached to the Class A Preferred Shares as a class, are
          as follows:



<PAGE>
                                       -6-


          (i)   FIXED DIVIDENDS

                The holders of Preferred Shares, First Series shall be entitled
                to receive and the Corporation shall pay thereon as and when
                declared by the board of directors of the Corporation out of the
                moneys of the Corporation properly applicable to the payment of
                dividends fixed cumulative preferential cash dividends at the
                rate of ten percent (10%) per annum of the amount paid up
                thereon, such dividends to accrue from the date of issue and to
                be payable quarterly on the first (1st) days of January, April,
                July and October in each year, adjusted to avoid payment of any
                fraction of a cent. Any dividends declared on Preferred Shares,
                First Series will be paid (except in the case of a purchase for
                cancellation or redemption in which case payment of dividends
                will be made upon surrender of the certificates representing the
                Preferred Shares, First Series to be purchased for cancellation
                or redeemed) by forwarding by prepaid post, addressed to each
                holder of Preferred Shares, First Series at his address as it
                appears on the books of the Corporation, or in the case of joint
                holders to the address of that one whose name stands first in
                the books of the Corporation as one of such joint holders, a
                cheque for such dividends (less any tax required to be deducted)
                payable to the order of such holder or, in the case of joint
                holders, to the order of all such holders failing written
                instructions from them to the contrary. The forwarding of any
                such cheque shall satisfy such dividends to the extent of the
                sum represented thereby (plus the amount of tax required to be
                deducted as aforesaid) unless such cheque is not paid on
                presentation. Each dividend on the Preferred Shares, First
                Series shall be paid to the registered holders appearing on the
                register at the close of business on such day (which shall not
                be more than thirty (30) days preceding the date fixed for
                payment of such dividend) as may be determined from time to time
                by the board of directors of the Corporation. If on any dividend
                payment date the dividends payable on such date are not paid in
                full on all of the Preferred Shares, First Series then issued
                and outstanding, such dividends or the unpaid part thereof shall
                be paid on a subsequent date or dates determined by the board of
                directors of the Corporation on which the Corporation shall have
                sufficient moneys properly applicable to the payment of same.

          (ii)  RIGHTS ON LIQUIDATION

                In the event of the liquidation, dissolution or winding-up of
                the Corporation or other distribution of assets of the
                Corporation among its shareholders for the purpose of winding up
                its affairs the holders of Preferred Shares, First Series shall
                be entitled to receive the amount paid up on such shares
                together with all accrued and unpaid preferential dividends
                thereon (which for such purpose

<PAGE>
                                       -7-


                shall be calculated as if such dividends were accruing for the
                period from the expiration of the last quarterly period for
                which dividends have been paid up to the date of such
                distribution) before any amount shall be paid or any property or
                assets of the Corporation distributed to the holders of Common
                Shares or shares of any other class ranking junior to the
                Preferred Shares, First Series. After payment to the holders of
                Preferred Shares, First Series of the amounts so payable to them
                they shall not be entitled to share in any further distribution
                of the property or assets of the Corporation.

          (iii) PURCHASE FOR CANCELLATION

                Subject to the provisions of the CANADA BUSINESS CORPORATIONS
                ACT and to the rights, restrictions, conditions and limitations
                attaching to the Preferred Shares, First Series the Corporation
                may at any time or times purchase (if obtainable) for
                cancellation, in accordance with the CANADA BUSINESS
                CORPORATIONS ACT, all or any of the Preferred Shares, First
                Series outstanding from time to time in the market (including
                purchase through or from an investment dealer or firm holding
                membership on a recognized stock exchange) or by invitation for
                tenders addressed to all the holders of record of the Preferred
                Shares, First Series outstanding at the lowest price or prices
                at which in the opinion of the board of directors of the
                Corporation such shares are obtainable but not exceeding
                twenty-seven dollars and fifty cents ($27.50) if such purchase
                is made before January 1, 1982 and, if made on or after such
                date, then not exceeding the price at which, at the date of
                purchase, such shares would be redeemable, together in all cases
                with all accrued and unpaid cumulative preferential dividends
                thereon, calculated as if such dividends were accruing on a
                day-to-day basis from the expiration of the last quarterly
                period for which dividends thereon have been paid up to the date
                of purchase, together in all cases with costs of purchase. If
                upon any invitation for tenders under the provisions of this
                clause the Corporation shall receive tenders of Preferred
                Shares, First Series at the same lowest price which the
                Corporation may be willing to pay in an aggregate number greater
                than the number for which the Corporation is prepared to accept
                tenders, the Preferred Shares, First Series so tendered shall be
                purchased as nearly as may be PRO RATA (disregarding fractions)
                according to the number of Preferred Shares, First Series so
                tendered by each of the holders of Preferred Shares, First
                Series who submitted tenders at the same said lowest price. From
                and after the date of purchase of any Preferred Shares, First
                Series under the provisions of this clause (iii) the Preferred
                Shares, First Series so purchased shall be cancelled

<PAGE>
                                       -8-


                and, if purchased out of capital, the authorized and the issued
                capital of the Corporation shall be thereby decreased.

          (iv)  QUARTERLY PURCHASE OBLIGATION

                The Corporation shall, in each calendar quarter (herein
                sometimes called an "Initial Calendar Quarter") beginning with
                the quarter commencing October 1, 1977 purchase for cancellation
                twelve thousand five hundred (12,500) Preferred Shares, First
                Series (the "Basic Quarterly Requirement") in the manner
                provided for in clause (iii) hereof, if and to the extent that
                such Shares are available for purchase at a price or prices
                (excluding all accrued and unpaid cumulative preferential
                dividends thereon calculated as provided in the said clause
                (iii) hereof and all costs of purchase) not exceeding
                twenty-five dollars ($25) per share. The obligation of the
                Corporation to purchase in each calendar quarter the Basic
                Quarterly Requirement of Preferred Shares, First Series shall be
                cumulative during each of the next succeeding seven calendar
                quarters so that the number of Preferred Shares, First Series to
                be purchased in any calendar quarter shall be increased by the
                number of Preferred Shares, First Series which the Corporation
                was unable to purchase during the seven preceding calendar
                quarters. If, after using all reasonable efforts, the
                Corporation is unable in any calendar quarter, after having met
                all obligations hereunder carried forward into such calendar
                quarter, to purchase the Basic Quarterly Requirement of
                Preferred Shares, First Series and, during the next succeeding
                seven calendar quarters is unable to purchase that number of
                Preferred Shares, First Series, which is equal to the number by
                which it has fallen short of its said obligation hereunder, then
                at the end of the seventh calendar quarter following the Initial
                Calendar Quarter in question the Corporation's obligation to
                purchase Preferred Shares, First Series with respect to the
                Initial Calendar Quarter in question shall be extinguished and
                the Corporation shall be under no further obligation to purchase
                Preferred Shares, First Series in respect of such Initial
                Calendar Quarter. Purchases of Preferred Shares, First Series
                made pursuant to this obligation during any calendar quarter
                shall be credited first against the oldest such obligation then
                outstanding, in succession, and last in satisfaction of the
                Basic Quarterly Requirement hereunder in respect of the calendar
                quarter in which such purchase occurred.

                The Corporation's obligation to purchase Preferred Shares, First
                Series pursuant to this clause (iv) shall be suspended during
                any period in which such purchase would be contrary to the
                rights, restrictions, conditions and limitations attaching to
                the Preferred Shares, First Series or to any applicable law or
                during

<PAGE>
                                       -9-


                any period in which such purchase would constitute a breach by
                the Corporation of the provisions of any indenture or other
                instrument securing any indebtedness of the Corporation (other
                than indebtedness to an affiliate of the Corporation), but such
                obligation shall cease to be suspended as soon as such purchase
                would no longer contravene such rights, restrictions, conditions
                and limitations, or contravene such law, or constitute a breach
                of any such indenture or other instrument. In the event of the
                winding-up or dissolution of the Corporation the provisions of
                this clause (iv) shall be null and void and of no effect.

          (v)   REDEMPTION

                Subject to the provisions of the CANADA BUSINESS CORPORATIONS
                ACT and to the rights, restrictions, conditions and limitations
                attached to the Preferred Shares, First Series, the Corporation
                may on or after January 1, 1982 at its option at any time redeem
                the whole or from time to time any part of the Preferred Shares,
                First Series outstanding in the manner provided for in the
                CANADA BUSINESS CORPORATIONS ACT on payment for each share to be
                redeemed of

<TABLE>
<S>             <C>
                $26.25 if redeemed on or before December 31, 1982,

                $26.00 if redeemed thereafter and on or before December 31, 1983,

                $25.75 if redeemed thereafter and on or before December 31, 1984,

                $25.50 if redeemed thereafter and on or before December 31, 1985,

                $25.25 if redeemed thereafter and on or before December 31, 1986,

                        and

                $25.00 if redeemed thereafter,
</TABLE>

                together with all accrued and unpaid cumulative preferential
                dividends thereon (which for such purpose shall be calculated as
                if such dividends were accruing on a day-to-day basis from the
                expiration of the last quarterly period for which dividends have
                been paid up to the date of such redemption). If part only of
                the then outstanding Preferred Shares, First Series is at any
                time to be redeemed, the shares so to be redeemed shall be
                selected in such manner as is prescribed by a resolution of the
                board of directors of the Corporation. From and after the date
                of redemption of any Preferred Shares, First Series under the
                provisions of this clause the Preferred Shares, First Series so
                redeemed shall be cancelled and, if redeemed out of capital, the
                authorized and issued capital of the Corporation shall be
                thereby decreased; provided, however, that no such

<PAGE>
                                      - 10-


                redemption shall take place under the provisions of this clause
                (v) when the Corporation is insolvent or when such redemption
                would render the Corporation insolvent.

                The Corporation may not redeem the Preferred Shares, First
                Series at any time if any part of the redemption price which
                constitutes a repayment of paid-up capital (as that term is
                defined in the INCOME TAX ACT) would for the purposes of the
                INCOME TAX ACT be deemed to have been paid as a dividend by
                reason of the paid-up capital limit (as that term is defined in
                the said Act) of the Corporation being less than the paid-up
                capital in respect of those shares so to be redeemed.

                In any case of a redemption of Preferred Shares, First Series
                under the provisions of this clause (v), the Corporation shall
                at least thirty (30) days before the date specified for
                redemption mail to each person who at the date of mailing is a
                registered holder of Preferred Shares, First Series to be
                redeemed, a notice in writing of the intention of the
                Corporation to redeem such Preferred Shares, First Series. Such
                notice shall be mailed postage prepaid addressed to each such
                shareholder at his address as it appears in the books of the
                Corporation or in the event of the address of any such
                shareholder not so appearing then to the last known address of
                such shareholder; provided, however, that accidental failure to
                give any such notice to one (1) or more of such holders shall
                not affect the validity of such redemption as to the other
                holders. Such notice shall set out the redemption price and the
                date on which redemption is to take place and if part only of
                the Preferred Shares, First Series held by the person to whom it
                is addressed is to be redeemed the number thereof so to be
                redeemed. On or after the date so specified for redemption the
                Corporation shall pay or cause to be paid to or to the order of
                the registered holders of Preferred Shares, First Series to be
                redeemed the redemption price on presentation and surrender, at
                the head office of the Corporation or at any office of the
                transfer agent for the Preferred Shares, First Series from time
                to time at which a transfer register or branch transfer register
                is maintained by such transfer agent in respect of the Preferred
                Shares, First Series, of the certificates representing the
                Preferred Shares, First Series called for redemption. If part
                only of the shares represented by any certificate be redeemed, a
                new certificate for the balance of the shares represented by the
                certificate presented and surrendered shall be issued at the
                expense of the Corporation. From and after the date on which
                redemption is to take place as specified in any such notice, the
                Preferred Shares, First Series called for redemption shall cease
                to be entitled to dividends and the holders thereof shall not be
                entitled to exercise any of the

<PAGE>
                                      -11-


                rights of shareholders in respect thereof unless payment of the
                redemption price shall not be made upon presentation of
                certificates in accordance with the foregoing provisions, in
                which case the rights of the holders shall remain unaffected.
                The Corporation has the right at any time after the mailing of
                notice of its intention to redeem any Preferred Shares, First
                Series, as aforesaid, to deposit the redemption price of the
                shares so called for redemption or of such of the said shares
                represented by certificates which have not at the date of such
                deposit been surrendered by the holders thereof in connection
                with such redemption (together with accrued and unpaid
                cumulative preferential dividends payable thereon pursuant to
                this clause (v)) to a special account in any chartered bank or
                any trust company named in such notice, to be paid without
                interest to or to the order of the respective holders of such
                Preferred Shares, First Series called for redemption, upon
                presentation and surrender to such bank or trust company of the
                certificates representing the same and upon such deposit being
                made or upon the date specified for redemption in such notice,
                whichever is the later, the Preferred Shares, First Series in
                respect of which such deposit shall have been made shall be
                deemed to be redeemed and shall be cancelled and the rights of
                the holders thereof after such deposit or such redemption date,
                as the case may be, shall be limited to receiving without
                interest their proportionate part of the total redemption price
                (together with accrued and unpaid cumulative preferential
                dividends payable thereon pursuant to this clause (v)) so
                deposited against presentation and surrender of the said
                certificates held by them respectively.

          (vi)  RESTRICTIONS ON PAYMENT OF DIVIDENDS AND REDUCTION OF CAPITAL

                The Corporation shall not declare, pay or set apart for payment
                any dividends (other than stock dividends in shares of the
                Corporation ranking junior to the Preferred Shares, First
                Series) on any shares of the Corporation ranking junior to the
                Preferred Shares, First Series, nor shall the Corporation call
                for redemption or purchase for cancellation or make any capital
                distribution in respect of any shares of the Corporation ranking
                junior to the Preferred Shares, First Series, nor shall the
                Corporation call for redemption or purchase for cancellation
                less than all the Preferred Shares, First Series or any other
                Class A Preferred Shares or any other preferred shares ranking
                on a parity with the Class A Preferred Shares, unless, at the
                date of such action, all dividends then payable on all of the
                Class A Preferred Shares and any other preferred shares ranking
                on a parity with the Class A Preferred Shares, then issued and
                outstanding, shall have been declared and paid.



<PAGE>
                                      - 12-


                The Corporation shall not, without the approval of the holders
                of the Preferred Shares, First Series given as hereinafter
                specified, declare, pay or set apart for payment any dividends
                (other than stock dividends in shares of the Corporation ranking
                junior to the Preferred Shares, First Series) on any shares of
                the Corporation ranking junior to the Preferred Shares, First
                Series or call for redemption or purchase for cancellation or
                make any capital distribution in respect of any shares of the
                Corporation ranking junior to the Preferred Shares, First Series
                (except out of the net cash proceeds of a substantially
                concurrent issue of shares of the Corporation ranking junior to
                the Preferred Shares, First Series), or pay any tax under Part
                IX of the INCOME TAX ACT, unless, after giving effect to such
                action, the sum of:

                (A)    all amounts declared and paid subsequent to October 1,
                       1976 as dividends (other than stock dividends in shares
                       of the Corporation ranking junior to the Preferred
                       Shares, First Series) on all shares of all classes of the
                       Corporation,

                (B)    all amounts paid subsequent to October 1, 1976 on or in
                       connection with any redemption, purchase for cancellation
                       or capital distribution in respect of shares of the
                       Corporation ranking junior to the Preferred Shares, First
                       Series, and

                (C)    all amounts paid subsequent to October 1, 1976 under Part
                       IX of the INCOME TAX ACT,

                would not exceed the aggregate of the Consolidated Net Earnings
                of the Corporation and its Subsidiaries earned subsequent to
                December 31, 1975, plus Three Million Four Hundred Thousand
                Dollars ($3,400,000).

          (vii) CREATION AND ISSUE OF ADDITIONAL SHARES

                So long as any of the Preferred Shares, First Series is
                outstanding, the Corporation shall not, without the prior
                approval of the holders of the Preferred Shares, First Series
                given as hereinafter provided, create any shares ranking prior
                to the Preferred Shares, First Series.

                So long as any of the Preferred Shares, First Series is
                outstanding, the Corporation shall not, without the prior
                approval of the holders of the Preferred Shares, First Series
                given as hereinafter provided, issue any Class A Preferred
                Shares in addition to the Preferred Shares, First Series or
                issue any other preferred shares ranking prior to or on a parity
                with the Preferred Shares, First Series unless:

<PAGE>
                                      - 13-

                (A)    the Consolidated Net Earnings (excluding extraordinary
                       items) of the Corporation and its Subsidiaries for any 12
                       consecutive calendar months out of the 18 calendar months
                       next preceding the date of issue of such additional
                       shares shall have been at least equal to three (3) times
                       the aggregate annual dividend requirements on all
                       Preferred Shares, First Series and all other preferred
                       shares ranking prior to or on a parity with the Preferred
                       Shares, First Series to be outstanding after the issue of
                       such additional shares;

                (B)    the Consolidated Net Tangible Assets of the Corporation
                       and its Subsidiaries immediately after giving effect to
                       such issue are at least equal to twice the aggregate
                       amount paid up on all Preferred Shares, First Series and
                       all other preferred shares ranking prior to or on a
                       parity with the Preferred Shares, First Series to be
                       outstanding after the issue of such additional shares;
                       and

                (C)    all dividends then payable on the Preferred Shares, First
                       Series and on all other preferred shares ranking prior to
                       or on a parity with the Preferred Shares, First Series
                       shall have been declared and paid or set apart for
                       payment.

         (viii) CERTAIN DEFINITIONS

                In these provisions the following terms will have the following
                meanings:

                (A)    "CALENDAR QUARTER" means a period of three calendar
                       months commencing on the first day of January, April,
                       July or October.

                (B)    "CANADA BUSINESS CORPORATIONS ACT" means the CANADA
                       BUSINESS CORPORATIONS ACT, Statutes of Canada, 1974-1975,
                       Chapter 33, as the same may, from time to time, be
                       amended, re-enacted or replaced and includes any such
                       amending, re-enacting or replacing statute or any other
                       statute, whether federal, provincial or otherwise, which
                       is applicable to the Corporation by enactment or by
                       continuation of the Corporation thereunder.

                (C)    "CONSOLIDATED NET EARNINGS OF THE CORPORATION AND ITS
                       SUBSIDIARIES" means the aggregate of the net incomes of
                       the Corporation and its Subsidiaries determined on a
                       consolidated basis in accordance with generally accepted
                       accounting principles.

                (D)    "CONSOLIDATED NET TANGIBLE ASSETS OF THE CORPORATION AND
                       ITS SUBSIDIARIES" means the excess of the total of the
                       assets of the

<PAGE>
                                      - 14-


                       Corporation and its Subsidiaries (other than intangible
                       assets) over the total of the liabilities of the
                       Corporation and its Subsidiaries (including deferred
                       income taxes, if any, but excluding contingent
                       liabilities except to such extent, if any, as the
                       directors in their discretion shall determine that
                       special provision should be made in the accounts for
                       meeting such contingent liabilities and excluding
                       liabilities for capital stock, capital surplus and
                       retained earnings) determined on a consolidated basis in
                       accordance with generally accepted accounting principles.

                (E)    The Corporation shall be deemed to be affiliated with
                       another body corporate if one is the subsidiary of the
                       other or both are subsidiaries of the same body corporate
                       or each is controlled by the same person. If the
                       Corporation and another body corporate are each
                       affiliated with the same body corporate at the same time,
                       then the Corporation and the first such body corporate
                       shall be deemed to be affiliated with each other. A body
                       corporate is deemed to be controlled by a person if
                       shares of the body corporate carrying voting rights
                       sufficient to elect a majority of the directors of the
                       body corporate are held, directly or indirectly, other
                       than by way of security, by or on behalf of that person.
                       A body corporate is a subsidiary of another if it is
                       controlled by that other body corporate.

                (F)    "INCOME TAX ACT" means the INCOME TAX ACT, Revised
                       Statutes of Canada, 1952, Chapter 148, as amended, and in
                       particular as amended by Statutes of Canada, 1970-71-72,
                       Chapter 63, as the same may from time to time be amended,
                       re-enacted or replaced.

                (G)    "IN PRIORITY TO", "ON A PARITY WITH" and "JUNIOR TO" have
                       reference to the order of priority in payment of
                       dividends and in the distribution of assets in the event
                       of any liquidation, dissolution or winding-up of the
                       Corporation or other distribution of its assets among its
                       shareholders for the purpose of winding up its affairs,
                       whether voluntary or involuntary.

          (ix)  DIRECTORS' DETERMINATION

                The directors may from time to time determine Consolidated Net
                Earnings of the Corporation and its Subsidiaries and
                Consolidated Net Tangible Assets of the Corporation and its
                Subsidiaries, in each case as of or up to a date not more than
                two hundred and fifteen (215) days prior to the making of such
                determination and may determine such Consolidated Net Earnings
                of the Corporation and its

<PAGE>
                                      - 15-


                Subsidiaries or Consolidated Net Tangible Assets of the
                Corporation and its Subsidiaries, to be not less than a stated
                amount or amounts without determining the exact amount thereof.
                In making such determination the directors shall consider and
                may rely on the last available audited consolidated balance
                sheet of the Corporation and its Subsidiaries and may consider
                and rely on the last available unaudited consolidated balance
                sheet of the Corporation and its Subsidiaries and/or the last
                available unaudited balance sheet of the Corporation or of any
                Subsidiary prepared by the accounting officers of the
                Corporation and any other financial statement, report or other
                data which they may consider reliable, provided that the
                directors shall not make any such determination on the basis of
                any balance sheet, statement, report or other data if to their
                knowledge any event has happened which would materially and
                adversely affect the amount to be determined on such basis. Upon
                any determination having been made by the directors under the
                provisions hereof the Consolidated Net Earnings of the
                Corporation and its Subsidiaries and Consolidated Net Tangible
                Assets of the Corporation and its Subsidiaries, as the case may
                be, as at or up to any date within a period of two hundred and
                fifteen (215) days following the date as of or up to which such
                determination is made (unless any further determination of such
                Consolidated Net Earnings of the Corporation and its
                Subsidiaries or Consolidated Net Tangible Assets of the
                Corporation and its Subsidiaries, as the case may be, is so made
                within the said period) shall be conclusively deemed to be not
                less than the amount or respective amounts stated in such
                determination and such determination shall be conclusive and
                binding upon the Corporation and the holders of the Preferred
                Shares, First Series, provided that no action shall be taken or
                authorized by the directors on the basis of any such
                determination at any time after to their knowledge any event has
                happened which would materially and adversely affect the amount
                or respective amounts so determined, without making a new
                determination thereof.

          (x)   AMENDMENTS

                The provisions of the immediately preceding clauses, (i) to (ix)
                inclusive, of this clause (x) and of the following clause (xi),
                or any of them may be deleted, varied, modified, amended or
                amplified by Special Resolution but only with the prior approval
                of the holders of the Preferred Shares, First Series given as
                hereinafter specified, in addition to any other approval
                required by the CANADA BUSINESS CORPORATIONS ACT.



<PAGE>
                                      - 16-


          (xi)  APPROVAL OF SHAREHOLDERS

                The approval of the holders of the Preferred Shares, First
                Series with respect to any and all matters referred to herein
                may be given by compromise or arrangement under the CANADA
                BUSINESS CORPORATIONS ACT or may, subject to the provisions of
                the CANADA BUSINESS CORPORATIONS ACT, be given in writing by the
                holders of not less than two-thirds (2/3) of the Preferred
                Shares, First Series for the time being outstanding or by
                resolution duly passed and carried by not less than two-thirds
                (2/3) of the votes cast on a poll at a meeting of the holders of
                the Preferred Shares, First Series, duly called and held for the
                purpose of considering the subject matter of such resolution and
                at which holders of not less than twenty-five percent (25%) of
                all Preferred Shares, First Series then outstanding are present
                in person or represented by proxy in accordance with the by-laws
                of the Corporation, provided, however, that if at such meeting
                when originally held, the holders of at least twenty-five
                percent (25%) of all Preferred Shares, First Series then
                outstanding are not present in person or so represented by proxy
                within thirty (30) minutes after the time fixed for the meeting,
                then the meeting shall be adjourned to such date, being not less
                than fifteen (15) days later, and to such time and place as may
                be fixed by the chairman of such meeting and, at such adjourned
                meeting, the holders of Preferred Shares, First Series present
                in person or so represented by proxy, whether or not they hold
                more or less than twenty-five percent (25%) of all Preferred
                Shares, First Series then outstanding, may transact the business
                for which the meeting was originally called, and a resolution
                duly passed and carried thereat by not less than two-thirds
                (2/3) of the votes cast on a poll at such adjourned meeting
                shall constitute the approval of the holders of the Preferred
                Shares, First Series hereinbefore mentioned. Notice of any such
                original meeting of the holders of the Preferred Shares, First
                Series shall be given not less than fourteen (14) days prior to
                the date fixed for such meeting and shall specify in general
                terms the purpose for which the meeting is called, and notice of
                any such adjourned meeting shall be given not less than ten (10)
                days prior to the date fixed for such adjourned meeting but, it
                shall not be necessary to specify in such notice the purpose for
                which the adjourned meeting is called. The formalities to be
                observed with respect to the giving of notice of any such
                original meeting or adjourned meeting and the conduct thereof
                shall be those from time to time prescribed in the by-laws of
                the Corporation with respect to meetings of the shareholders. On
                every poll taken at any such original meeting or adjourned
                meeting the holders of Preferred Shares, First Series present in
                person or so represented by proxy shall be entitled to one (1)
                vote in respect of each Preferred Share, First Series held by
                each of such holders respectively.