Exhibit 4.1


                                  SCHEDULE I

                  SHARE PROVISIONS FOR CLASS A VOTING SHARES

                       AND CLASS B LIMITED VOTING SHARES

The Class A Voting Shares and Class B Limited Voting Shares shall have
attached thereto the following rights, privileges, restrictions and
conditions, it being intended that, except in respect of voting rights or as
otherwise expressly set out in these articles, the Class A Voting Shares and
Class B Limited Voting Shares will be equal in all respects.

I.      CLASS A VOTING SHARES

A.      DIVIDENDS AND OTHER DISTRIBUTIONS

1.      The Class A Voting Shares shall  participate  equally with the Class B
        Limited  Voting  Shares with  respect to  dividends  and,  for greater
        certainty, all dividends that the directors may declare at any time on
        the Class A Voting  Shares or the Class B Limited  Voting Shares shall
        be declared and paid at the same time in equal or  equivalent  amounts
        per share on the Class A Voting Shares and the Class B Limited  Voting
        Shares at the time  outstanding  without  preference or priority.  For
        purposes of the foregoing, the declaration and payment of dividends by
        way of a stock  dividend in Class B Limited  Voting  Shares on Class B
        Limited  Voting  Shares  and  Class A Voting  Shares on Class A Voting
        Shares in the same  number  per  share  shall be  considered  to be an
        equivalent  declaration and payment of dividends without preference or
        priority.

2.      The Class A Voting Shares shall  participate  equally with the Class B
        Limited Voting Shares with respect to any  distributions not otherwise
        specifically  provided  for herein  ("Other  Distributions")  and, for
        greater  certainty,  all Other  Distributions  that the  directors may
        authorize  or make at any  time on the  Class A Voting  Shares  or the
        Class B Limited Voting Shares shall be authorized and made at the same
        time in equal or  equivalent  amounts  per share on the Class A Voting
        Shares and the Class B Limited  Voting Shares at the time  outstanding
        without  preference or priority.  For purposes of the  foregoing,  the
        making of  distributions by way of a distribution of rights to acquire
        Class B Limited  Voting  Shares to holders  of Class B Limited  Voting
        Shares and rights to acquire Class A Voting Shares to holders of Class
        A Voting  Shares  entitling  the holders of such rights to acquire the
        same  number of shares  per right  (whether  Class A Voting  Shares or
        Class B Limited  Voting  Shares) and at the same price per share shall
        be  considered  to be an  equivalent  declaration  and payment of such
        Other Distribution without preference or priority.

B.      VOTING RIGHTS

1.      Each  holder of Class A Voting  Shares  shall be  entitled  to receive
        notice  of and to  attend  all  meetings  of the  shareholders  of the
        Corporation and to vote thereat, except meetings at which only holders
        of a specified  class of shares (other than Class A Voting Shares) are
        entitled to vote.  At all  meetings  for which notice must be given to
        the  holders  of the  Class A Voting  Shares,  each  holder of Class A
        Voting Shares shall be entitled to one vote in respect of each Class A
        Voting Share held by such holder.



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2.      The holders of Class A Voting  Shares  shall be entitled to elect five
        (5)  of  the  nine  (9)  directors  of  the  Corporation,  subject  to
        adjustment in accordance with Section V below.

C.      PARITY ON LIQUIDATION, DISSOLUTION OR WINDING-UP

In the event of any liquidation, dissolution or winding-up of the Corporation
or other distribution of assets of the Corporation to its shareholders for the
purpose of winding-up its affairs, the rights of the holders of the Class A
Voting Shares and the Class B Limited Voting Shares shall be equal in all
respects and holders of Class A Voting Shares and Class B Limited Voting
Shares shall be entitled to receive the remaining property of the Corporation
and such property shall be paid or distributed equally, share for share, to
the holders of the Class A Voting Shares and the Class B Limited Voting
Shares, respectively, without preference or priority.

D.      CONVERSION

1.      Each Class A Voting Share is  convertible  at the option of the holder
        at any time and from  time to time  into one  Class B  Limited  Voting
        Share if the holder provides a written notice to the transfer agent of
        the Class A Voting  Shares  executed by the person  registered  on the
        books of the  Corporation  as the holder of the Class A Voting Shares,
        or by his or her attorney duly  authorized in writing,  specifying the
        number  of  Class A  Voting  Shares  that the  holder  wishes  to have
        converted and accompanied by, if share certificates were issued to the
        holder, the share certificate or certificates representing the Class A
        Voting  Shares that the holder  wishes to convert and such  letters of
        transmittal,  directions,  transfers,  powers  of  attorney  and other
        documentation  duly executed by the person  registered on the books of
        the  Corporation  as the  holder  of the  Class A Voting  Shares to be
        converted or by his or her attorney  duly  authorized in writing as is
        specified by the transfer agent, acting reasonably,  as being required
        to give full  effect to the  conversion  into  Class B Limited  Voting
        Shares.  Upon  receipt by the  transfer  agent of such  notice,  share
        certificate   or   certificates   (if   applicable)   and  other  such
        documentation,  the  Corporation  shall  issue or cause to be issued a
        share  certificate  representing the appropriate  number of fully-paid
        Class B Limited  Voting Shares  provided that the holder shall pay any
        tax or other governmental charge imposed in respect of such conversion
        in the event that the Class B Limited  Voting Shares are issued in the
        name of the person other than the registered  holder of the applicable
        Class A Voting Shares.

2.      No Class A Voting Shares shall be converted into a fraction of a Class
        B Limited Voting Share, but in any such case the Corporation  shall in
        lieu of  delivering  any  certificate  for such  fractional  interest,
        satisfy  such  fractional  interest by paying to the holder of Class A
        Voting  Shares  whose  shares  are being  converted  pursuant  to this
        Section  D an  amount  (computed  to the  nearest  cent)  equal to the
        appropriate  fraction of the Current Market Price for a Class A Voting
        Share on the business day next preceding the date for conversion,  and
        the  fractional  interest in such Class A Voting Share shall be deemed
        to have been purchased by the Corporation.

II.     CLASS B LIMITED VOTING SHARES


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A.      DIVIDENDS AND OTHER DISTRIBUTIONS

1.      The Class B Limited Voting Shares shall  participate  equally with the
        Class A Voting  Shares  with  respect to  dividends  and,  for greater
        certainty, all dividends that the directors may declare at any time on
        the Class B Limited  Voting  Shares or the Class A Voting Shares shall
        be declared and paid at the same time in equal or  equivalent  amounts
        per share on the Class B Limited  Voting Shares and the Class A Voting
        Shares at the time  outstanding  without  preference or priority.  For
        purposes of the foregoing, the declaration and payment of dividends by
        way of a stock  dividend  in Class A Voting  Shares  on Class A Voting
        Shares  and Class B Limited  Voting  Shares on Class B Limited  Voting
        Shares in the same  number  per  share  shall be  considered  to be an
        equivalent  declaration and payment of dividends without preference or
        priority.

2.      The Class B Limited Voting Shares shall  participate  equally with the
        Class A Voting Shares with respect to any Other  Distribution and, for
        greater  certainty,  all Other  Distributions  that the  directors may
        authorize or make at any time on the Class B Limited  Voting Shares or
        the Class A Voting  Shares  shall be  authorized  and made at the same
        time in equal or  equivalent  amounts per share on the Class B Limited
        Voting  Shares and the Class A Voting  Shares at the time  outstanding
        without  preference or priority.  For purposes of the  foregoing,  the
        making of  distributions by way of a distribution of rights to acquire
        Class A Voting  Shares to holders of Class A Voting  Shares and rights
        to acquire Class B Limited Voting Shares to holders of Class B Limited
        Voting Shares entitling the holders of such rights to acquire the same
        number of shares per right  (whether  Class A Voting Shares or Class B
        Limited  Voting  Shares)  and at the same  price  per  share  shall be
        considered to be an equivalent  declaration  and payment of such Other
        Distribution without preference or priority.

B.      NO VOTING RIGHTS

1.      Except  as  otherwise  provided  in these  articles  or in the  Canada
        Business  Corporations  Act (the  "Act"),  the  holders of the Class B
        Limited  Voting Shares shall not be entitled to vote at any meeting of
        the  shareholders of the  Corporation.  The holders of Class B Limited
        Voting Shares shall be entitled to receive notice of, to attend and to
        speak at all meetings of the shareholders of the Corporation and shall
        be provided with copies of all materials  sent by the  Corporation  to
        holders of Class A Voting Shares in connection with any such meeting.

2.      Without  limiting  the  rights of the  holders  of the Class B Limited
        Voting Shares under the Act, the holders of the Class B Limited Voting
        Shares  shall be  entitled to vote as a separate  class:  (i) upon any
        matter (including, without limitation, any consolidation, sub-division
        or  reclassification)  that would in any manner  whatsoever affect the
        equivalence  of the  Class B  Limited  Voting  Shares  and the Class A
        Voting  Shares;  (ii) until the earlier of such time as the holders of
        Class B Limited Voting Shares are entitled to nominate fewer than four
        directors and December 31, 2004, upon any amendment to Schedule III of
        these articles; (iii) until the earlier of such time as the holders of
        Class B Limited Voting Shares are entitled to nominate fewer than four
        directors and December 31, 2004,  any  amendment to these  articles or
        the  Corporation's  By-laws  that is not approved in  accordance  with
        clause  1(j) of Schedule  III,  (iv) until such time as the holders of
        Class B Limited  Voting Shares are entitled to nominate fewer than two
        directors, an


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        amalgamation pursuant to Section 181 of the Act, and (v) any amendment
        to  these   articles  to  change  the  number  of   directors  of  the
        Corporation.

3.      The holders of Class B Limited Voting Shares shall be entitled, voting
        separately and as a class, to elect four (4) of the nine (9) directors
        of the Corporation, subject to adjustment in accordance with Section V
        below.  A vacancy  among the  directors  elected by the holders of the
        Class B  Limited  Voting  Shares  shall  be  filled  by the  remaining
        directors elected by the holders of the Class B Limited Voting Shares,
        except  where the  vacancy  results  from an increase in the number or
        minimum or maximum number of directors to be elected by the holders of
        Class B Limited Voting Shares or from a failure to elect the number of
        directors provided for in accordance with Section V below.

4.      At any  meetings  at which the  holders of the Class B Limited  Voting
        Shares  shall be  entitled  to vote,  each  holder  of Class B Limited
        Voting Shares shall be entitled to one vote in respect of each Class B
        Limited Voting Share held by such holder.

C.      PARITY ON LIQUIDATION, DISSOLUTION OR WINDING-UP

In the event of any liquidation,  dissolution or winding-up of the Corporation
or other distribution of assets of the Corporation to its shareholders for the
purpose of  winding-up  its affairs,  the rights of the holders of the Class B
Limited  Voting  Shares  and the Class A Voting  Shares  shall be equal in all
respects  and  holders  of Class B Limited  Voting  Shares  and Class A Voting
Shares shall be entitled to receive the remaining  property of the Corporation
and such property shall be paid or distributed  equally,  share for share,  to
the  holders  of the  Class B  Limited  Voting  Shares  and the Class A Voting
Shares, respectively, without preference or priority.

D.      AUTOMATIC CONVERSION

1.      Upon  removal  (in  whole  or in  part)  of  the  restrictions  on the
        ownership of voting shares and the control in fact of the  Corporation
        and  its  affiliates  by   non-Canadians   under  Section  16  of  the
        Telecommunications  Act, but only to the extent of such  removal,  and
        non-Canadian   ownership  and  control  of  the   Corporation  or  its
        affiliates  not  otherwise  being  restricted by law, as determined in
        accordance  with paragraph D.2 below,  either (i) all the  outstanding
        Class B Limited  Voting  Shares,  in the case of the  removal  of such
        restriction  in its  entirety,  or (ii) the maximum  number of Class B
        Limited Voting Shares which  non-Canadians  are then permitted to own,
        in  the  case  of  the  partial  removal  of  such  restrictions,   as
        applicable, shall be converted and be deemed to have been converted on
        the record date for conversion determined in accordance with paragraph
        D.2  below  into  Class A Voting  Shares  on the  basis of one Class A
        Voting Share as presently  constituted for each Class B Limited Voting
        Share so converted, provided that, in the event of the partial removal
        of such restrictions,  such right of conversion shall be available pro
        rata to all  holders of Class B Limited  Voting  Shares held as of the
        record  date  established  for  the  purposes  of such  conversion  in
        accordance with paragraph D.2.

2.      The  Corporation  shall fix a record  date for the  conversion  of the
        Class B Limited Voting Shares into Class A Voting Shares, which record
        date shall be not less than seven (7) days nor more than  twenty  (20)
        days after the board of directors  determines  that the conditions for
        conversion set forth in paragraph D.1 above have been  satisfied.  The
        Secretary  of the  Corporation  shall  give  notice in  advance to the
        holders of the Class B Limited  Voting  Shares of the record  date for
        conversion,  which  notice may be given by  advertisement  in the Wall
        Street Journal and in a newspaper of general circulation in Canada, or
        by  mailing  to the last  address  of the  holders  of Class B



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        Limited Voting Shares on the books of the Corporation.  From and after
        the record date,  certificates  previously  evidencing Class B Limited
        Voting  Shares shall  represent  only the right to receive the Class A
        Voting Shares into which such Class B Limited  Voting Shares have been
        converted.

3.      On any  conversion  of  Class B  Limited  Voting  Shares  pursuant  to
        paragraph D.1, a certificate or certificates for Class A Voting Shares
        resulting  therefrom  shall be  issued  in the name of the  registered
        holder of the Class B Limited  Voting  Shares so  converted or in such
        name or  names  as such  registered  holder  may  direct  in  writing,
        provided  that  such  registered  holder  shall  pay any tax or  other
        governmental charge imposed in respect of such conversion in the event
        that Class A Voting  Shares  are issued in the name of a person  other
        than the registered  holder of the  applicable  Class B Limited Voting
        Shares.

4.      Subject as  hereinafter  provided in this  paragraph 4, the registered
        holders  of Class B  Limited  Voting  Shares to be  converted  (or any
        person or persons in whose name or names any such registered holder of
        Class  B  Limited  Voting  Shares  shall  have  directed  certificates
        representing  Class A Voting  Shares to be issued as  contemplated  by
        paragraph  D.3)  shall be deemed to have  become  holders of record of
        Class A Voting  Shares so issued,  for all purposes on the record date
        provided for in paragraph D.2 above.

5.      No Class B Limited  Voting Shares shall be converted into a faction of
        a Class A Voting Share but in any such case the Corporation  shall, in
        lieu of  delivering  any  certificate  for such  fractional  interest,
        satisfy  such  fractional  interest by paying to the holder of Class B
        Limited  Voting  Shares whose shares are being  converted  pursuant to
        this  paragraph D.5 an amount  (computed to the nearest cent) equal to
        the  appropriate  fraction of the Current  Market  Price for a Class B
        Limited  Voting Share on the business day next  proceeding  the record
        date for  conversion,  and the  fractional  interest  in such  Class B
        Limited  Voting  Share shall be deemed to have been  purchased  by the
        Corporation.

E.      OPTIONAL CONVERSION

1.      Each Class B Limited  Voting Share is convertible at the option of the
        holder and from time to time into one Class A Voting Share if:

        (a)     on or after December 31, 2004,  the holder  provides or causes
                to be  provided  to the  Corporation  by or on  behalf  of the
                beneficial  owner (i) a statutory  declaration,  affidavit  or
                other certification or declaration  acceptable to the transfer
                agent of the Class B Limited  Voting  Shares that  establishes
                that the  beneficial  holder  of the  Class B  Limited  Voting
                Shares  is  a  Canadian  (as  such  term  is  defined  in  the
                Telecommunications  Act);  and (ii) a  written  notice  to the
                transfer agent of the Class B Limited  Voting Shares  executed
                by the person  registered on the books of the  Corporation  as
                the holder of the Class B Limited Voting Shares,  or by his or
                her attorney duly authorized in writing, specifying the number
                of Class B Limited  Voting  Shares  that the holder  wishes to
                have converted and accompanied by, if share  certificates were
                issued to the holder,  the share  certificate or  certificates
                representing the Class B Limited Voting Shares that the holder
                wishes  to   convert,


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                and such letters of transmittal, directions, transfers, powers
                of  attorney  and other  documentation  duly  executed  by the
                person  registered  on the  books  of the  Corporation  as the
                holder of the Class B Limited Voting Shares to be converted or
                by  his or her  attorney  duly  authorized  in  writing  as is
                specified by the transfer agent for the Class B Limited Voting
                Shares,  acting  reasonably,  as being  required  to give full
                effect to the conversion of such Class B Limited Voting Shares
                into Class A Voting Shares. Upon receipt by the transfer agent
                of   such   statutory   declaration,    affidavit   or   other
                certification  or declaration,  notice,  share  certificate or
                certificates (if applicable) and such other documentation, the
                Corporation  shall  issue  or  cause  to  be  issued  a  share
                certificate  representing the appropriate number of fully-paid
                Class A Voting Shares;

        (b)     the board of  directors  of the  Corporation  consents to such
                conversion,   provided   that  such  right  of  conversion  is
                available  pro rata to all  holders of Class B Limited  Voting
                Shares  based on the number of Class B Limited  Voting  Shares
                held as of the record  date  established  for the  purposes of
                such conversion and further provided that such conversion will
                not, in the opinion of the board of  directors,  result in the
                Corporation or any corporation in which the Corporation has an
                ownership interest (direct or indirect) being in contravention
                of any law,  regulation,  governmental  policy or other  legal
                requirement     including,     without     limitation,     the
                Telecommunications  Act,  including  to the  extent  that such
                foreign ownership restrictions are amended or removed; or

        (c)     the  circumstances  described in  paragraphs  E.5 through E.10
                hereof should occur, but only in the manner set out therein;

        provided  that the  right of  conversion  in the case of (a)  above is
        subject to the  constraints  to the issue of Class A Voting Shares set
        out in Schedule II hereto.

2.      For the  purposes of paragraph  E.1(b) , the board of directors  shall
        consider  at least once in each  calendar  year  whether to allow such
        conversion.  Notwithstanding  the  foregoing,  the board of  directors
        shall only allow for such  conversion  if at the time of conversion at
        least 1% of the then outstanding  Class B Limited Voting Shares can be
        converted pursuant to paragraph E.1(b).

3.      No Class B Limited Voting Shares shall be converted into a fraction of
        a Class A Voting Share, but in any such case the Corporation shall, in
        lieu of  delivering  any  certificate  for such  fractional  interest,
        satisfy  such  fractional  interest by paying to the holder of Class B
        Limited  Voting  Shares whose shares are being  converted  pursuant to
        this Section E an amount  (computed to the nearest  cent) equal to the
        appropriate fraction of the Current Market Price for a Class B Limited
        Voting  Share  on the  business  day next  preceding  the date of such
        conversion, and the fractional interest in such Class B Limited Voting
        Share shall be deemed to have been purchased by the Corporation.

4.      If, at any time, holders of Class B Limited Voting Shares are entitled
        to  exercise  a right to have the value of the Class B Limited  Voting
        Shares  appraised  under the Act, no discount  shall be applied to the
        value of those Class B Limited  Voting Shares in relation to the value
        of the Class A Voting Shares.



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5.      In paragraphs E.5 through E.10 hereof,  the following terms shall have
        the indicated meanings:

        "AFFILIATE"  has the meaning  ascribed to  "affiliated  companies"  in
        subsection  1(2) of the  Securities  Act  (Ontario)  as now in effect,
        provided   that  for  purposes  of  applying  this   definition,   any
        partnership  will be  considered to be a company the  shareholders  of
        which are the shareholders of its general partner or managing partner;

        "ASSOCIATE" has the meaning ascribed thereto in subsection 1(1) of the
        Securities Act (Ontario) as now in effect;

        "CONVERSION  PERIOD" means the period of time commencing on the eighth
        day  after the  Offer  Date and  terminating  on the  Expiry  Date (as
        defined below);

        "CONVERTED  SHARES"  means Class A Voting  Shares  resulting  from the
        conversion of Class B Limited Voting Shares into Class A Voting Shares
        pursuant to paragraph E.4 hereof;

        "EXCLUSIONARY  OFFER" means an offer to purchase Class A Voting Shares
        that:

                (i)     must, by reason of applicable  securities  legislation
                        or the  requirements  of a stock exchange on which the
                        Class A Voting  Shares are  listed,  be made to all or
                        substantially all holders of Class A Voting Shares who
                        are in a province  of Canada to which the  requirement
                        applies; and

                (ii)    is not made  concurrently  with an  offer to  purchase
                        Class B Limited Voting Shares that is identical to the
                        offer to  purchase  Class A Voting  Shares in terms of
                        price per share,  nature of the consideration  offered
                        and  percentage of  outstanding  shares to be taken up
                        exclusive  of shares  owned  immediately  prior to the
                        offer by the  Offeror  (as  defined  below) and in all
                        other  material  respects  (except with respect to the
                        conditions that may be attached to the offer for Class
                        A Voting Shares),  and that has no condition  attached
                        thereto  other  than the  right not to take up and pay
                        for Class B Limited Voting Shares tendered if no Class
                        A Voting  Shares are  purchased  pursuant to the offer
                        for Class A Voting Shares;

                provided  that,  for the  purposes of this  definition,  if an
                offer  to  purchase   Class  A  Voting   Shares  would  be  an
                Exclusionary  Offer but for the provisions of clause (ii), the
                varying  of  any  term  of  such  offer  shall  be  deemed  to
                constitute  the  making  of a new offer  unless  an  identical
                variation  concurrently is made to the corresponding  offer to
                purchase Class B Limited Voting Shares;

        "EXPIRY DATE" means the last date upon which holders of Class A Voting
        Shares may accept an Exclusionary Offer;

        "OFFER DATE" means the date on which an Exclusionary Offer is made;

        "OFFEROR"  means a person or company  that makes an offer to  purchase
        Class A Voting  Shares (the  "bidder"),  and includes any associate or
        affiliate of the bidder or any person


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        or  company  that is acting  jointly  or in  concert  with the  bidder
        (whether or not  disclosed in the offering  document  relating to such
        offer); and

        "TRANSFER  AGENT" means the  transfer  agent from time to time for the
        Class A Voting Shares.

6.      (a)     Subject to paragraphs E.6(b) and E.9 below, if an Exclusionary
                Offer is made, each  outstanding  Class B Limited Voting Share
                shall be  convertible  into one fully paid and  non-assessable
                Class A  Voting  Share at the  option  of the  holder  thereof
                during the Conversion  Period.  The conversion  right provided
                for in this  paragraph  E.6  shall be  exercised  by notice in
                writing  given to the  transfer  agent  executed by the person
                registered on the books of the  Corporation  (or any agent) as
                the holder of the Class B Limited Voting Shares,  or by his or
                her attorney duly  authorized in writing and shall specify the
                number of Class B Limited Voting Shares that the holder wishes
                to have converted and shall be  accompanied  by: (a) the share
                certificate or certificates  representing  the Class B Limited
                Voting Shares that the holder  wishes to convert;  and (b) the
                letters  of  transmittal,  directions,  transfers,  powers  of
                attorney and other  documentation  duly executed by the person
                registered  on the books of the  Corporation  as the holder of
                the Class B Limited Voting Shares to be converted or by his or
                her attorney duly authorized in writing as is specified by the
                transfer agent,  acting reasonably,  as being required to give
                full effect to the  reconversion  into Class B Limited  Voting
                Shares of the Converted  Shares as  contemplated by paragraphs
                E.7  and  E.8.   The  holder   shall  pay  any  tax  or  other
                governmental   charge   imposed  on  or  in  respect  of  such
                conversion.  Upon receipt by the transfer agent of such notice
                and share  certificate or certificates,  the Corporation shall
                issue or cause to be issued a share  certificate  representing
                fully-paid Class A Voting Shares as prescribed above and shall
                hold the same in accordance  with  paragraph E.8. If less than
                all of the Class B Limited  Voting Shares  represented  by any
                share  certificate  are to be  converted,  the holder shall be
                entitled to receive a new share  certificate  representing  in
                the  aggregate  the  number of Class B Limited  Voting  Shares
                represented by the original share certificate which are not to
                be converted.

        (b)     Notwithstanding  the  conversion  rights  provided  for  under
                paragraph  E.6(a) above,  no holder of Class B Limited  Voting
                Shares shall be entitled to exercise such conversion  right if
                the Offeror under any Exclusionary  Offer is acting in concert
                with such  holder,  is an  associate  or an  affiliate of such
                holder or if under any applicable  securities  laws the shares
                of such  holder and the  Offeror  are deemed to be held by the
                same person.

7.      An election by a holder of Class B Limited  Voting  Shares to exercise
        the conversion  right provided for in paragraph E.6 shall be deemed to
        also  constitute  irrevocable  elections by such holder (i) to deposit
        the Converted  Shares pursuant to the  Exclusionary  Offer (subject to
        such holder's right to subsequently withdraw the shares from the offer
        in accordance with the terms thereof and applicable  law); and (ii) to
        exercise the right to convert into Class B Limited  Voting  Shares all
        Converted  Shares in  respect  of which  such  holder  exercises  such
        holder's right of withdrawal from the Exclusionary  Offer or which are
        not otherwise  ultimately taken up and paid for under the Exclusionary
        Offer.  Any conversion of Converted Shares into Class B Limited Voting
        Shares pursuant to


<PAGE>

        such deemed  election in respect of which the holder  exercises his or
        her right of  withdrawal  from the  Exclusionary  Offer  shall  become
        effective at the same time such right of withdrawal  is exercised.  If
        the right of withdrawal is not exercised,  any conversion into Class B
        Limited  Voting Shares  pursuant to such deemed  election shall become
        effective as follows:

        (a)     in respect of an  Exclusionary  Offer that is  completed,  any
                shares which are not  otherwise  ultimately  taken up and paid
                for under the Exclusionary  Offer,  immediately  following the
                time  by  which  the  Offeror  is  required  under  applicable
                securities legislation to take up and pay for all shares to be
                acquired by the Offeror under the Exclusionary Offer; and

        (b)     in respect of an  Exclusionary  Offer  which is  abandoned  or
                withdrawn,  at the time at  which  the  Exclusionary  Offer is
                abandoned or withdrawn.

8.      No share certificates representing Converted Shares shall be delivered
        to or to the order of the  holders of such  shares  before such shares
        are deposited pursuant to the Exclusionary  Offer; the transfer agent,
        on  behalf of the  holders  of the  Converted  Shares,  shall  deposit
        pursuant  to the  Exclusionary  Offer a  certificate  or  certificates
        representing the Converted Shares. Upon completion of the Exclusionary
        Offer,  the transfer  agent shall  deliver or cause to be delivered to
        the holders  entitled  thereto all  consideration  paid by the Offeror
        pursuant to the Exclusionary Offer in respect of the Converted Shares.
        If Converted  Shares are converted  into Class B Limited Voting Shares
        in accordance  with the deemed election in paragraph E.7, the transfer
        agent  shall  deliver  to  the  holders   entitled   thereto  a  share
        certificate  representing  the Class B Limited Voting Shares resulting
        from the conversion.  The Corporation shall make all arrangements with
        the  transfer  agent  necessary  or  desirable  to give effect to this
        paragraph E.8.

9.      Subject to paragraph E.10 below,  the conversion right provided for in
        paragraph E.6 above shall not come into effect if:

        (a)     prior  to the  time at which  the  Exclusionary  Offer is made
                there is delivered to the transfer  agent and to the Secretary
                of the Corporation a certificate or certificates  signed by or
                on  behalf  of one or  more  shareholders  of the  Corporation
                owning in the aggregate, as at the time the Exclusionary Offer
                is made, more than 50% of the then outstanding  Class A Voting
                Shares,  exclusive  of shares owned  immediately  prior to the
                Exclusionary  Offer  by  the  Offeror,  which  certificate  or
                certificates  confirm,  in the case of each such  shareholder,
                that such shareholder shall not:

                (i)     tender any shares in  acceptance  of the  Exclusionary
                        Offer  without  giving  the  transfer  agent  and  the
                        Secretary of the  Corporation  written  notice of such
                        acceptance  or intended  acceptance  at least ten days
                        prior to the Expiry Date;

                (ii)    make any Exclusionary Offer;

                (iii)   act  jointly or in concert  with any person or company
                        that makes any Exclusionary Offer; or


<PAGE>

                (iv)    transfer  any  Class  A  Voting  Shares,  directly  or
                        indirectly,  during the time at which any Exclusionary
                        Offer is outstanding without giving the transfer agent
                        and the Secretary of the Corporation written notice of
                        such  transfer or intended  transfer at least ten days
                        prior to the Expiry Date, which notice shall state, if
                        known to the transferor,  the names of the transferees
                        and the number of Class A Voting Shares transferred or
                        to be transferred to each transferee;

                  or

        (b)     as of the end of the  seventh  day after the Offer  Date there
                has been  delivered to the transfer agent and to the Secretary
                of the Corporation a certificate or certificates  signed by or
                on  behalf  of one or  more  shareholders  of the  Corporation
                owning in the aggregate more than 50% of the then  outstanding
                Class A Voting Shares,  exclusive of shares owned  immediately
                prior  to  the  Exclusionary  Offer  by  the  Offeror,   which
                certificate or certificates  confirm, in the case of each such
                shareholder:

                (i)     the  number  of  Class A  Voting  Shares  owned by the
                        shareholder;

                (ii)    that such  shareholder is not making the  Exclusionary
                        Offer  and is not an  associate  or  affiliate  of, or
                        acting  jointly  or in  concert  with,  the  person or
                        company making the offer;

                (iii)   that such  shareholder  shall not tender any shares in
                        acceptance of the offer,  including any varied form of
                        the offer,  without  giving the transfer agent and the
                        Secretary of the  Corporation  written  notice of such
                        acceptance  or intended  acceptance  at least ten days
                        prior to the Expiry Date; and

                (iv)    that such  shareholder  shall not transfer any Class A
                        Voting Shares,  directly or  indirectly,  prior to the
                        Expiry Date without  giving the transfer agent and the
                        Secretary of the  Corporation  written  notice of such
                        transfer or intended  transfer at least ten days prior
                        to the Expiry Date, which notice shall state, if known
                        to the  transferor,  the names of the  transferees and
                        the number of Class A Voting Shares  transferred or to
                        be transferred to each transferee;

                  or

        (c)     as of the end of the  seventh  day  after the  Offer  Date,  a
                combination of certificates  that comply with either paragraph
                (a) or (b) from shareholders of the Corporation  owning in the
                aggregate more than 50% of the then outstanding Class A Voting
                Shares,  exclusive of shares owned  immediately  prior, to the
                Exclusionary Offer Date by the Offeror,  has been delivered to
                the transfer agent and to the Secretary of the Corporation.

10.     (a)     If a  notice  referred  to in  clause  E.9(a)(i),  E.9(a)(iv),
                E.9(b)(iii)  or E.9(b)(iv)  above is given and the  conversion
                right  provided for in  paragraph  E.6 above has not


<PAGE>

                come into effect by reason of clause E.9, the  transfer  agent
                shall either forthwith upon receipt of the notice or forthwith
                after the seventh day following  the Offer Date,  whichever is
                later,  determine  the  number  of  Class A Voting  Shares  in
                respect of which there are subsisting certificates that comply
                with either  paragraph E.9(a) or E.9(b) above. For the purpose
                of such determination, certificates in respect of which such a
                notice  has been filed  shall not be  regarded  as  subsisting
                insofar  as the  Class A Voting  Shares  to which  the  notice
                relates are concerned; the transfer that is the subject of any
                notice  referred to in clause  E.9(a)(iv) or E.9(b)(iv)  above
                shall be deemed to have already taken place at the time of the
                determination;  and the  transferee  in the case of any notice
                referred to in clause  E.9(a)(iv) or E.9(b)(iv) above shall be
                deemed to be a person or company from whom the transfer  agent
                and the Secretary of the  Corporation do not have a subsisting
                certificate  unless  the  transfer  agent  is  advised  of the
                identity  of the  transferee,  either by such notice or by the
                transferee  in  writing,  and such  transferee  is a person or
                company from whom each of the transfer agent and the Secretary
                of the Corporation has a subsisting certificate. If the number
                of Class A Voting Shares so determined  does not exceed 80% of
                the  number  of  then  outstanding   Class  A  Voting  Shares,
                exclusive  of shares owned  immediately  prior to the offer by
                the Offeror,  paragraph E.9 above shall cease to apply and the
                conversion  right provided for in paragraph E.6 above shall be
                in effect for the remainder of the Conversion Period.

        (b)     As soon as reasonably possible after the seventh day following
                the Offer Date, the  Corporation  shall send to each holder of
                Class B Limited Voting Shares a notice advising the holders as
                to whether they are entitled to convert  their Class B Limited
                Voting  Shares  into  Class A Voting  Shares  and the  reasons
                therefor.  If  such  notice  discloses  that  they  are not so
                entitled to convert their Class B Limited Voting Shares but it
                is subsequently determined that they are so entitled by virtue
                of  paragraph  E.10(a) or  otherwise,  the  Corporation  shall
                forthwith  send another  notice to them  advising them of that
                fact and the  reasons  therefor.  Failure to send such  notice
                will not adversely affect the rights of the holders of Class B
                Limited Voting Shares hereunder.

        (c)     If a notice  referred to in paragraph  E.10(b)  discloses that
                the conversion right (as provided in clause E.6) has come into
                effect, the notice shall:

                (i)     include a description  of the procedure to be followed
                        to effect  the  conversion  and to have the  Converted
                        Shares tendered under the offer;

                (ii)    include  the  information  set  out in  paragraph  E.7
                        hereof; and

                (iii)   be accompanied by a copy of the Exclusionary Offer and
                        all other  material  sent to holders of Class A Voting
                        Shares  in  respect  of  such  offer,  and as  soon as
                        reasonably  possible  after any  additional  material,
                        including  any  notice  of  variation,  is sent to the
                        holders  of Class A Voting  Shares in  respect  of the
                        offer,  the  Corporation  shall  send a copy  of  such
                        additional  material to each holder of Class B Limited
                        Voting Shares.


<PAGE>

        (d)     Prior to or forthwith  after sending any notice referred to in
                paragraph E.10(b), the Corporation shall cause a press release
                to be  issued  to a U.S.  and a  Canadian  national  news-wire
                service, describing the contents of the notice.

11.     Notwithstanding the provisions of the Securities Act (Ontario), in the
        event that any Converted  Shares are reconverted  into Class B Limited
        Voting Shares  pursuant to the provisions of paragraph E.7 above,  the
        stated  capital  account in  respect  of such  Class B Limited  Voting
        Shares shall be  increased  by the amount by which the stated  capital
        account  maintained  for such shares was reduced by the  conversion of
        such shares into Converted Shares.

III.     ADJUSTMENTS TO TERMS AND CONDITIONS OF CLASS A VOTING SHARES AND
         CLASS B LIMITED VOTING SHARES

In the event that  either of the Class A Voting  Shares or the Class B Limited
Voting  Shares  (each,  an  "Existing  Class")  is  at  any  time  subdivided,
consolidated,  converted  (except for  conversions  in  accordance  with these
articles) or exchanged for a greater or lesser number of shares of the same or
another class,  appropriate adjustments shall contemporaneously be made in the
rights,  privileges,  restrictions  and  conditions  attaching  to  the  other
Existing  Class or in the number of shares of the other Existing Class held by
each holder thereof so as to maintain and preserve the relative rights of each
holder of the shares of each Existing  Class and the economic  equivalence  of
such shares  (including the relative  entitlement of such holder to rank as to
dividends and other distributions,  to share in any distribution of the assets
of the  Corporation  and the conversion  rate of Class B Limited Voting Shares
into Class A Voting  Shares or of Class A Voting  Shares  into Class B Limited
Voting Shares on a share for share basis).  None of the foregoing  events will
be effected or implemented  with respect to an Existing Class unless and until
arrangements are put in place to effect contemporaneously any changes required
by this Section III to the other Existing Class.

IV.     CURRENT MARKET PRICE

For purposes of these rights,  privileges,  restrictions  and conditions,  the
"Current  Market Price" of shares of any class on any date means the price per
share equal to the weighted  average price at which, if listed,  the shares of
such class, or if such shares are not then listed,  the Class B Limited Voting
Shares,  have traded in board lots on The Toronto Stock Exchange,  or, if such
shares or the Class B Limited Voting Shares,  as the case may be, are not then
listed on The Toronto  Stock  Exchange,  on such stock  exchange on which such
shares  are  listed  as may be  selected  by the board of  directors  for such
purpose,  or if not  listed on any  stock  exchange,  in the  over-the-counter
market,  during a period of 20  consecutive  trading  days  ended on the fifth
trading day before such date;  provided  that in the event neither such shares
nor the Class B Limited  Voting  Shares  are listed on any stock  exchange  or
traded in the over-the-counter  market during the relevant period, the Current
Market  Price of such shares on the  relevant  date shall be equal to the fair
market value thereof as determined by the board of directors acting reasonably
and in accordance  with accepted  valuation  procedures,  which  determination
shall be conclusive.


<PAGE>

V.      ADJUSTMENT OF VOTING RIGHTS

1.      The  number  of  directors  elected  and  nominated  to the  board  of
        directors  by the holders of Class B Limited  Voting  Shares  shall be
        reduced  according to the percentage of the equity of the  Corporation
        ("Equity  Percentage")  held by such  holders  (calculated  as set out
        below) as follows,  commencing  at such time as the holders of Class B
        Limited  Voting  Shares cease to have an Equity  Percentage  of 50% or
        more,  provided  that, if Class B Limited  Voting Shares are converted
        into Class A Voting  Shares  following  the making of an  Exclusionary
        Offer and any  Class A Voting  Shares  so  issued  on  conversion  are
        converted back into Class B Limited Voting Shares as  contemplated  by
        paragraph E.7 (a  "Re-conversion"),  the Equity Percentage held by the
        holders of Class B Limited  Voting Shares  shall,  for all purposes of
        this Section V, be calculated  with reference to the number of Class B
        Limited  Voting  Shares  outstanding  after  such  Re-conversion  (the
        Re-conversion  Percentage")  and,  for greater  certainty,  the Equity
        Percentage shall be deemed to be equal to the Re-conversion Percentage
        at all times during the period  commencing  with the conversion of any
        Class B Limited Voting Shares into Class A Voting Shares following the
        making of an  Exclusionary  Offer  and  ending on the date of the last
        applicable Re-conversion of Class A Voting Shares into Class B Limited
        Voting Shares:

<TABLE>
<CAPTION>
                         Equity Percentage held by              No. of Directors Elected by Holders of
                  Holders of Class B Limited Voting Shares           Class B Limited Voting Shares
                  ----------------------------------------           -----------------------------
<S>      <C>                                                    <C>
         Equal to or greater than 50%                                              4
         Equal to or greater than 35% but less than 50%                            3
         Equal to or greater than 20% but less than 35%                            2
         Equal to or greater than 10% but less than 20%                            1
         Less than 10%                                                             0
</TABLE>

2.      If the holders of Class B Limited  Voting Shares lose the  entitlement
        to nominate  and elect a director or  directors  having  regard to the
        reduction in the Equity  Percentage  of such holders as set out above,
        the holders of Class A Voting Shares shall correspondingly acquire the
        entitlement  to  elect  the  additional   director(s)  such  that  the
        aggregate number of directors shall equal nine.

3.      The board of directors shall  determine the Equity  Percentage held by
        the  holders  of Class B  Limited  Voting  Shares in  accordance  with
        paragraph  4  below  on the  day  (the  "Calculation  Date")  that  is
        twenty-one  days  before  the  record  date  for the  distribution  to
        shareholders of the Corporation of notice of the Corporation's  annual
        meeting of  shareholders  or notice of any meeting of  shareholders of
        the Corporation at which directors are or may be elected.

4.      The Equity  Percentage of the holders of Class B Limited Voting Shares
        shall be calculated as follows:

                                  A / (A + B)

<PAGE>

         where

        (a)     A is the  aggregate  number of Class B Limited  Voting  Shares
                issued and outstanding on the Calculation Date; and

        (b)     B is the aggregate  number of Class A Voting Shares issued and
                outstanding on the Calculation Date.

5.      Having regard to the  calculation of the Equity  Percentage of holders
        of  Class B  Limited  Voting  Shares  calculated  in  accordance  with
        paragraph V.4 above, the board of directors shall determine the number
        of directors that holders of Class B Limited Voting Shares and Class A
        Voting  Shares are entitled to elect in  accordance  with  paragraph 1
        above. In accordance with paragraph 2 above, if the holders of Class B
        Limited  Voting  Shares  lose the  entitlement  to  elect  one or more
        directors  by reason of a reduction in the Equity  Percentage  of such
        holders,  the holders of Class A Voting  Shares shall  correspondingly
        acquire the entitlement to elect the additional  director(s) such that
        the  number of  directors  elected  by the  holders  of Class A Voting
        Shares and Class B Limited  Voting  Shares  shall equal  nine.  If the
        number of directors  elected by the holders of Class B Limited  Voting
        Shares  shall be  reduced  in  accordance  with this  Section  V, such
        reduction  shall be permanent and the number of directors that holders
        of Class B Limited  Voting  Shares are  entitled to elect shall not be
        increased  notwithstanding  any  subsequent  increase  in  the  Equity
        Percentage of the holders of Class B Limited Voting Shares.


<PAGE>


                                  SCHEDULE II

               RESTRICTIONS ON THE ISSUE, TRANSFER AND OWNERSHIP

                           OF CLASS A VOTING SHARES

For the  purposes  of this  Schedule  and  Appendix A hereto,  "Class A Voting
Share" means a share of any class in the capital of the Corporation, including
a security that is  convertible  into any such share and an option or right to
acquire such a share or security  (other than Class B Limited  Voting  Shares)
convertible   into  any  such  share,   that  carries  voting  rights  in  all
circumstances or by reason of the occurrence of an event that has occurred and
that is continuing.

The issue, transfer and ownership of Class A Voting Shares are restricted as
follows:

(a)     The board of directors of the Corporation  may, in connection with the
        issue,  transfer  or  ownership  of  Class A Voting  Shares,  take any
        action,  or refuse to take any  action,  as the case may be, as may be
        required  to  permit  the  Corporation  to  comply  with any  Canadian
        ownership  or  control   requirements  under  the  provisions  of  the
        Telecommunications  Act (Canada) and the  regulations  thereunder,  as
        amended from time to time,  (collectively  hereinafter  referred to as
        the "Telecom Act"); and

(b)     The issue and  transfer  of Class A Voting  Shares are  restricted  in
        accordance with the constraints set out in Appendix A hereto.

In the event of any inconsistency among the provisions of the Telecom Act, and
Appendix A hereto,  the  provisions  of the  Telecom  Act shall  prevail  over
Appendix A hereto.



<PAGE>

                                  Appendix A

                                  ARTICLE 1
                                INTERPRETATION

1.1     DEFINITIONS

For the purposes of this Appendix A, the following terms have the indicated
meanings:

        (a)     "affiliate"  and  "associate"   shall  have  their  respective
                meanings as defined in the CBCA and  includes  persons,  firms
                and  corporations  acting  in  concert  with the  person  with
                respect to whom the term affiliate or associate is relevant;

        (b)     "CBCA" means the Canada Business  Corporations Act, as amended
                from time to time;

        (c)     "Constrained  Class" means:  (i) any person or persons who are
                not  Canadians   within  the  meaning  of  that  Part  of  the
                Regulation  dealing with constrained share  corporations;  and
                (ii) any person or  persons,  where the issue or  transfer  of
                shares to any such  person or persons  will affect the ability
                of the  Corporation  or any of its affiliates or associates to
                qualify  under any  applicable  laws of  Canada or a  province
                prescribed  pursuant to paragraph  87(1)(a) of the Regulations
                (including,   for  greater   certainty  the  Telecom  Act)  (a
                "Prescribed Law") in order to obtain, maintain, amend or renew
                a  licence  necessary  to  carry  on  any  business  that  the
                Corporation or any affiliate  currently engaged in or proposes
                to engage in;

        (d)     "Maximum Aggregate Holdings" means the total number of Class A
                Voting  Shares  that may be held by or on behalf of persons in
                the  Constrained  Class and their  affiliates  and  associates
                pursuant to any applicable Prescribed Law;

        (e)     "Maximum Individual  Holdings" means the total number of Class
                A Voting  Shares  that may be held by or on  behalf of any one
                person  in the  Constrained  Class and  their  affiliates  and
                associates pursuant to any applicable Prescribed Law; and

        (f)     "Regulations"  means those regulations made under the CBCA, as
                such regulations may be amended from time to time.

1.2     JOINT OWNERSHIP BY NON-CANADIANS

For the  purposes of this  Appendix  A, where a Class A Voting  Share is held,
beneficially  owned  or  controlled  jointly,  and one or  more  of the  joint
holders, beneficial owners or persons controlling the share is a member of the
Constrained  Class,  the  share is deemed  to be held,  beneficially  owned or
controlled, as the case may be, by such member of the Constrained Class.

1.3     PURPOSE OF CONSTRAINED SHARE PROVISIONS

The power of the directors of the Corporation to issue Class A Voting Shares,
and the right of any holder of Class A Voting Shares to transfer or vote such
Class A Voting Shares, is restricted in the manner hereinafter set out, for
the purposes of:

<PAGE>


        (a)     ensuring  that the  Corporation,  or any of its  affiliates or
                associates,  is qualified under any applicable  Prescribed Law
                to obtain or renew any licence to carry on any business; and

        (b)     ensuring  that the  Corporation,  or any of its  affiliates or
                associates,  is not in breach of any applicable Prescribed Law
                or the terms of any licence issued thereunder.

                                  ARTICLE 2
                                  CONSTRAINTS

2.1     RESTRICTION ON ISSUE OR TRANSFER OF CLASS A VOTING SHARES

The directors of the Corporation  shall not issue a Class A Voting Share,  and
shall refuse to register a transfer of a Class A Voting Share, if the issuance
or transfer, as the case may be, would, in the opinion of the directors of the
Corporation,  jeopardize the purposes stated in section 1.3 of this Appendix A
and,  without  limiting the generality of the foregoing,  the directors of the
Corporation  shall  not  issue a Class A Voting  Share,  and  shall  refuse to
register a transfer of a Class A Voting Share,  to a person who is a member of
the Constrained Class, if:

        (a)     the total number of Class A Voting Shares held by or on behalf
                of  persons  in the  Constrained  Class  exceeds  the  Maximum
                Aggregate  Holdings and the issuance or transfer,  as the case
                may be,  of such  Class A Voting  Shares is to a person in the
                Constrained Class;

        (b)     the total number of Class A Voting Shares held by or on behalf
                of  persons  in the  Constrained  Class  does not  exceed  the
                Maximum  Aggregate  Holdings and the issuance or transfer,  as
                the case may be, of such Class A Voting Shares would cause the
                number  of  Class  A  Voting  Shares  held by  persons  in the
                Constrained Class to exceed the Maximum Aggregate Holdings;

        (c)     the total number of Class A Voting Shares held by or on behalf
                of a person  in the  Constrained  Class  exceeds  the  Maximum
                Individual Holdings and the issuance or transfer,  as the case
                may be, of such Class A Voting Shares is to that person; or

        (d)     the total number of Class A Voting Shares held by or on behalf
                of a person  in the  Constrained  Class  does not  exceed  the
                Maximum Individual  Holdings and the issuance or transfer,  as
                the case may be, of such Class A Voting Shares would cause the
                number of such Class A Voting  Shares  held by that  person to
                exceed the Maximum Individual Holdings.

2.2     FURTHER RESTRICTIONS ON THE ISSUE OR TRANSFER OF CLASS A VOTING SHARES

The directors of the Corporation may refuse to issue a Class A Voting Share or
register a transfer of a Class A Voting  Share,  if the issue or transfer,  as
the case may be, is to a person who may be a member of a Constrained Class and
who, in respect of the issue or  registration  of the transfer of such Class A
Voting Share,  as the case may be, has been  requested by the  Corporation  to
furnish  it  with   information   referred  to  in  subsection  86(1)  of  the
Regulations, and has not furnished such information.


<PAGE>

2.3     BY-LAWS

Subject to the CBCA and the Regulations,  the directors of the Corporation may
make, amend or repeal any by-laws required to administer the constrained share
provisions  set  out  in  this  Appendix  A,  including  such  by-laws  as are
contemplated  in section 86 of the  Regulations  and to require any affidavit,
declaration or other statement required under the Telecom Act.

                                  ARTICLE 3
                      POWERS AND DISCRETION OF DIRECTORS

3.1     OPINION OF THE DIRECTORS

Wherever for the purposes of this  Appendix A it is necessary to determine the
opinion of the directors of the  Corporation,  such opinion shall be expressed
and conclusively evidenced by a resolution of the directors of the Corporation
duly  adopted,  including  a  resolution  in writing  signed  pursuant  to the
provisions of the CBCA.

3.2     NO CLAIMS

Neither any  shareholder of the Corporation  nor any other  interested  person
shall have any claim or action against the Corporation or against any director
or  officer of the  Corporation  nor shall the  Corporation  have any claim or
action against any director or officer of the  Corporation  arising out of any
act  (including  any  omission  to act)  performed  pursuant to or in intended
pursuance of the provisions of this Appendix A or any breach or alleged breach
by the  Corporation  of any of the  provisions  of this  Appendix A, and,  for
greater  certainty,  no such person  shall be liable for any damages or losses
related  to or as a  consequence  of any such act or any such  breach  of such
provisions.

3.3     POWERS OF DIRECTORS

In the  administration  of this Appendix A, the  directors of the  Corporation
shall enjoy, in addition to the powers explicitly set forth herein, all of the
powers necessary or desirable,  in their opinion,  to carry out the intent and
purpose  hereof,  including but not limited to all powers  contemplated by the
provisions  relating to  constrained  share  corporations  in the CBCA and the
Regulations  and all powers  contemplated  by the Telecom Act with  respect to
ownership of shares of a telecommunications  common carrier or carrier holding
corporation by non-Canadians.

                                  ARTICLE 4
                                 MISCELLANEOUS

4.1     SHARE PROVISIONS

The directors shall cause to be noted conspicuously upon every certificate
representing a Class A Voting Share the general nature of these constrained
share provisions.

4.2     CONFLICT

In the event of any conflict between the provisions of this Appendix A and the
provisions  in the CBCA and the  Regulations  relating  to  constrained  share
corporations  or the  provisions  of  the  Telecom  Act  with  respect  to the
ownership of shares of a telecommunications  common carrier or


<PAGE>

carrier holding corporation, the provisions in the CBCA and the Regulations or
the Telecom Act, as the case may be, shall prevail, and the provisions of this
Appendix A shall be deemed to be amended  accordingly and shall be retroactive
in effect, as so amended.

4.3     SEVERABILITY

The invalidity or unenforceability  of any provision,  in whole or in part, of
this Appendix A for any reason shall not affect the validity or enforceability
of any other provision hereof.



<PAGE>


                                 SCHEDULE III

                               OTHER PROVISIONS

1.      The  directors  may  appoint  from time to time one or more  directors
        within the limits  prescribed in the Canada Business  Corporations Act
        and, subject to any further restrictions on the number of directors or
        the appointment/election of directors set out in these articles.

2.      In addition to any other approvals  required by law, until the earlier
        of such time as the holders of the Class B Limited  Voting  Shares are
        entitled to nominate  fewer than four  directors  or December 31, 2004
        any  decisions  to be made with  respect to any of the matters  listed
        below  shall  require  the  approval  of not  less  than  seven of the
        directors  (including at least four directors  elected or appointed by
        the holders of Class A Voting Shares) of the  Corporation by a vote at
        a meeting of the directors or by  resolution in writing  signed by all
        directors  or  signed  counterparts  of  such  resolution  by all  the
        directors  entitled  to  vote  on  that  resolution  at a  meeting  of
        directors:

(a)     any  material  change  to the  scope  or  nature  of the  business  or
        operations of the Corporation or any of its subsidiaries considered on
        a consolidated basis;

(b)     aggregate capital expenditures of the Corporation and its subsidiaries
        in any calendar year in excess of $195 million;

(c)     the incurring by the Corporation or its subsidiaries of funded debt in
        excess of $100 million or the  changing of any  material  terms of any
        material debt incurred;

(d)     any  material  change (in excess of $20  million)  to the terms of any
        material   agreements   entered  into  by  the   Corporation   or  its
        subsidiaries on or before the Plan Implementation  Date, including the
        commercial agreements with AT&T Corp. or its subsidiaries;

(e)     any  consolidation  or  merger  into or  with  another  person  of the
        Corporation or any of its subsidiaries, the sale or transfer of all or
        a  substantial  portion  of the  assets  of the  Corporation  and  its
        subsidiaries  (on a  consolidated  basis)  to  another  person  or the
        entering  into any other  similar  business  combination  other than a
        consolidation, merger, sale or transfer of any wholly owned subsidiary
        into or to the  Corporation or another wholly owned  subsidiary of the
        Corporation;

(f)     any  sale,  lease or  transfer  of assets  by the  Corporation  or its
        subsidiaries  where such  assets have a value in excess of $20 million
        in any one transaction or related transactions;

(g)     the  declaration or payment by the Corporation of any dividends or the
        making  of any  distributions  on its  shares  or  the  redemption  or
        repurchase  of shares or any other  securities,  except in  connection
        with the  conversion  of Class A Voting  Shares  into  Class B Limited
        Voting  Shares and Class B Limited  Voting  Shares into Class A Voting
        Shares and the exchange of Class B Limited  Voting  Shares for Class A
        Voting Shares pursuant to the Acquisition Rights Agreement;


<PAGE>


(h)     any authorization, issue or sale of or agreement of the Corporation to
        issue or sell any  Class A Voting  Shares  or Class B  Limited  Voting
        Shares,  including any issue of or agreement to issue options,  rights
        (other than rights issued  pursuant to the  Corporation's  Shareholder
        Rights  Plan  or  pursuant  to the  Corporation's  Acquisition  Rights
        Agreement),  conversion  or  exchange  privileges  to acquire  Class A
        Voting  Shares or Class B Limited  Voting  Shares  other  than (i) the
        issuance of Class A Voting  Shares upon the  conversion of the Class B
        Limited  Voting Shares into Class A Voting Shares or the conversion of
        Class A Voting  Shares into Class B Limited  Voting  Shares,  (ii) the
        issuance of shares upon the  exercise of  outstanding  options,  (iii)
        Class A Voting Shares or Class B Limited Voting Shares issued pursuant
        to the  Corporation's  Shareholder  Rights  Plan  or  pursuant  to the
        Corporation's  Acquisition  Rights  Agreement  or (iv) the issuance of
        Class A Voting Shares or Class B Limited  Voting Shares  pursuant to a
        pre-emptive  right  previously  granted  to a  third  party  that  was
        approved in accordance with this clause (h);

(i)     the entering  into by the  Corporation  of any  transactions  with any
        current  shareholder,  director  or  officer  or  employee  other than
        transactions in the ordinary course of business;

(j)     any  amendment  to the  articles  of  incorporation  or by-laws of the
        Corporation;

(k)     the  adoption  or  amendment  of any stock  option  plan,  bonus plan,
        management  incentive  plan  or  other  employee  benefit  plan of the
        Corporation;

(l)     any amendment to the shareholder  declaration  under section 146(2) of
        the Canada Business  Corporations  Act dated April 1, 2003 effected by
        the  Corporation  in respect of AT&T Canada Limited  (Corporation  No.
        3392384).

(m)     any  delegation of material  board  authority by the  Corporation to a
        committee, such as an executive committee;

(n)     any material  investment (in excess of $20 million) by the Corporation
        in any other company, partnership,  association or other form of joint
        venture;

(o)     the guarantee of any  liabilities by the Corporation of a third party,
        other  than   indemnification   of  directors   and  officers  of  the
        Corporation and its subsidiaries in accordance with the Act;

(p)     any material  transaction  by the  Corporation  outside the normal and
        ordinary course of business.

3.      The  by-laws  of the  Corporation  may only be  amended  by a  special
        resolution of the shareholders of the Corporation.