##### 






|                                 |  |                                                
|-------------------------------- |  | -----------------------------------------------
|                                
|                                
|                                
|                                
|Certificate of Arrangement       |  | Certificat darrangement                       
|                                
|Canada Business Corporations Act |  | Loi canadienne sur les sociétés par
    actions
|                                

NEXFOR INC.
    
    357286-2Name of CBCA corporation(s) involved -
    Dénomination(s) de la (des) société(s)
    L.C.S.A. concernée(s)
    
    Corporation number - Numéro de la
    sociétéI hereby certify that the arrangement set out in
    the attached articles of arrangement, involving the
    above-referenced corporation(s), has been effected under
    section 192 of the Canada Business Corporations Act.
    
    Je certifie que larrangement mentionné
    dans les clauses darrangement annexées, concernant la
    (les) société(s) susmentionnée(s), a pris effet
    en vertu de larticle 192 de la Loi canadienne sur
    les sociétés par actions.(-s- Illegible)
    
    June 30, 2004 / le 30 juin 2004Director - Directeur
    
    Date of Arrangement - Date de larrangement


(CANADA GRAPHIC)





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##### 



|                      |                  |                        |                         |                      
|--------------------- | ---------------- | ---------------------- | ----------------------- | ---------------------
|CANADIAN FLAG GRAPHIC | Industry Canada  | Industrie Canada       | FORM  14.1              | FORMULAIRE  14.1     
|                      | Canada Business  | Lol canadienne sur les | ARTICLES OF ARRANGEMENT | CLAUSES D'ARRANGEMENT
|                      | Corporations Act | sociétés par
actions   | (SECTION 192)           | (ARTICLE 192)        

|    |  |                                                                                                                                                                                   |  |      |  |                                                                                                                                              
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|   
|1  |  | Name of the applicant corporation(s) 
    Dénomination sociale de la(des) requérante(s)                                                                                          |  | 2   |  | Corporation No.(s)  N°(s) de la(des) société(s)                                                                                             
|    |  | Nexfor Inc.                                                                                                                                                                       |  |      |  | 357286-2                                                                                                                                     
|   
|3  |  | Name of the corporation(s) the articles of which
    are amended, if applicable
    Dénomination sociale de la(des) société(s) dont
    les statuts sont modifiés, le cas échéant |  | 4   |  | Corporation No.(s)  N°(s) de la(des) société(s)                                                                                             
|    |  | Nexfor Inc.                                                                                                                                                                       |  |      |  | 357286-2                                                                                                                                     
|    |  | 4229401 Canada Inc.                                                                                                                                                               |  |      |  | 424882-1                                                                                                                                     
|   
|5  |  | Name of the corporation(s) created by
    amalgamation, if applicable
    Dénomination sociale de la(des) société(s)
    issue(s) de la (des) fusion(s), le cas échéant           |  | 6   |  | Corporation No.(s)  N°(s) de la(des) société(s)                                                                                             
|    |  | 4229401 Canada Inc.                                                                                                                                                               |  |      |  | 424882-1                                                                                                                                     
|   
|7  |  | Name of the dissolved corporation(s), if
    applicable
    Dénomination sociale de la(des) société(s)
    dissoute(s), le cas échéant                                            |  | 8   |  | Corporation No.(s)  N°(s) de la(des) société(s)                                                                                             
|   
|9  |  | Name of other corporations involved, if
    applicable
    Dénomination sociale des autres sociétés en
    cause, le cas échéant                                                  |  | 10  |  | Corporation No.(s) or Jurisdiction of
    Incorporation N°(s) de la(des) société(s)/ou loi
    sous le régime de laquelle elle est constituée
|    |  | 4229410 Canada Inc.                                                                                                                                                               |  |      |  | 422941-0                                                                                                                                     
|    |  | 4229428 Canada Inc.                                                                                                                                                               |  |      |  | 422942-8                                                                                                                                     
|   
|11  |  |  In accordance with the order approving the
    arrangement  Conformément aux termes de
    lordonnance approuvant larrangement                                              

|   |  |   |  |                                                                                                                                                                                                                                                           
|-- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. |  | þ |  | The articles of the above named corporation(s) are amended
    in accordance with the attached plan of arrangement
Les statuts de la(des) société(s) susmentionnée(s) sont
      modifiés en conformité avec le plan d'arrangement
ci-joint               
|  
|   |  |   |  | The name of Nexfor Inc. is changed to
Norbord Inc.
      The name of 4229401 Canada Inc. (amalco) is changed to
      Fraser Papers Inc.
      La dénomination sociale de

est modifiée
      pour Papiers Fraser Inc.                                    
|  
|b. |  | þ |  | The following bodies corporate are amalgamated in accordance
    with the attached plan of arrangement (See Schedule B)
    Les personnes morales suivantes sont fusionnées conformément
      au plan d'arrangement ci-joint                             
|  
|c. |  | o |  | The above named corporation(s) is(are) liquidated and
dissolved in accordance with the attached plan of
      arrangement
      La(les) société(s) susmentionnée(s) est(sont)
liquidée(s)
      et dissoute(s) conformément au plan d'arrangement
ci-joint
|  
|d. |  | þ |  | The plan of arrangement attached hereto, involving the above
named body(ies), corporate is hereby effected
      Le plan d'arrangement ci-joint portant sur la(les)
      personne(s) morale(s) susmentionnée(s) prend
effet                              

|                                                                     |  |                                           |  |                                      |  |                               
|-------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------------------------------ |  | ------------------------------
|                                                                    
|Signature                                                            |  | Printed Name  Nom en lettres
    moulées |  | 12  Capacity of  En
    qualité de |  | 13  Tel. No.  N° de
    tél.
|/s/ GLEN MCMILLAN                                                    |  | Glen McMillan                             |  | Corporate Secretary                  |  | 416-643-8841                  
|                                                                    
|FOR DEPARTMENTMENTAL USE
    ONLY  Á LUSAGE DU MINISTÉRE SEULEMENT
|                                                                    
|                                                                     |  | JUN 30 2004                               |  |                                      |  |                               
|                                                                    
|                                                                    

|                  |               
|----------------- | --------------
|IC 3189 (2003/06) | CANADA GRAPHIC





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PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT
 ARTICLE 1  INTERPRETATION 1.01 Definitions In this Plan of Arrangement, other than the Schedules: Arrangement means the arrangement under the
provisions of section 192 of the CBCA on the terms and
conditions set forth in this Plan of Arrangement. Arrangement Agreement means the arrangement
agreement made as of April 22, 2004 between Nexfor, Fraser
Papers Inc. (Canada), Fraser Papers Inc. (US) and
Fraser Papers and any amendments made thereto. Butterfly Proportion means the fraction A/B
where A is the net fair market value of the assets to be
transferred by Nexfor to Fraser Papers Subco pursuant to
Section 2.01(1)(f) and B is the net fair market value of
all property owned by Nexfor immediately before such transfer,
determined in each case immediately before such transfer. CBCA means the Canada Business
Corporations Act. Common Shares means the voting, equity shares
of a corporation that are designated in the articles of the
corporation as common shares. Dissent Rights means the rights of a Nexfor
Shareholder to dissent in respect of the Arrangement pursuant to
the procedures set forth in section 190 of the CBCA, the
Interim Order and Section 3.01. Dissenting Shareholder means a Nexfor
Shareholder who exercises its Dissent Rights. Distribution Record Date means the fourth
Trading Day on the TSX following the Effective Date or such
other date as Nexfor may select. DSUs means deferred share units credited to
the account of a participant under the Deferred Stock Unit Plan
for Non-Employee Directors of Nexfor. Effective Date means the effective date of
the Arrangement, being the date shown on the certificate of
arrangement to be issued by the Director under the CBCA giving
effect to the Arrangement. Effective Time means the earliest moment on
the Effective Date. Encumbrances means mortgages, charges,
pledges, liens, hypothecs, security interests, encumbrances,
adverse claims and rights of third parties to acquire or
restrict the use of property. Fraser Papers means 4229401 Canada Inc., a
corporation incorporated under the CBCA in order to facilitate
the Arrangement, whose name is changed to Fraser Papers Inc.
under Section 2.01(2)(e). Fraser Papers Common Shares means the Common
Shares that Fraser Papers is authorized to issue. Fraser Papers Convertible Shares means the
non-voting, convertible, equity shares that Fraser Papers is
authorized to issue. Fraser Papers Newco means 4229428 Canada
Inc., a corporation incorporated under the CBCA in order to
facilitate the Arrangement. Fraser Papers Subco means 4229410 Canada
Inc., a corporation incorporated under the CBCA as a
wholly-owned subsidiary of Fraser Papers in order to facilitate
the Arrangement. Fraser Papers Subco Note has the meaning set
out in Section 2.01(1)(h). Listing Time means the time, after the
Effective Time, when the Nexfor Convertible Shares and Nexfor
Common Shares and the Fraser Papers Convertible Shares and
Fraser Papers Common Shares are unconditionally listed on the
TSX. Nexfor means Nexfor Inc., a corporation
governed by the CBCA, whose name is changed to Norbord Inc.
(Norbord) under Section 2.01(2)(b). Nexfor Common Shares means the outstanding
Common Shares of Nexfor. 1




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##### 



Nexfor Common Shareholders means the holders
of Nexfor Common Shares, excluding any Dissenting Shareholders
who held Nexfor Common Shares that are cancelled pursuant to
Section 3.01(2)(a). Nexfor Convertible Shares means the voting,
convertible, equity shares that Nexfor is authorized to issue
under Section 2.01(1)(a). Nexfor Non-Voting Shares means the
non-voting, equity shares that Nexfor is authorized to issue
under Section 2.01(1)(a). Nexfor Note has the meaning set out in
Section 2.01(1)(g). Nexfor Optionholders means the holders of
Nexfor Stock Options. Nexfor Preferred Shareholders means the
holders of Nexfor Preferred Shares. Nexfor Preferred Shares means the outstanding
Class A Preferred Shares, Series 1 of Nexfor. Nexfor Shareholders means, collectively,
Nexfor Common Shareholders, Nexfor Optionholders and Nexfor
Preferred Shareholders. Nexfor Stock Option means an outstanding
option to acquire a Nexfor Common Share granted by Nexfor
pursuant to the Nexfor Stock Option Plan. Nexfor Stock Option Plan means the existing
Nexfor Stock Option Plan. Plan of Arrangement means this plan of
arrangement, including its Schedules, as it may be amended in
accordance with the terms of the Arrangement Agreement. PUC means paid-up capital as defined in
subsection 89(1) of the Tax Act. Replacement Stock Option means a stock option
issued by Nexfor pursuant to the Replacement Stock Option Plan.
The exercise price per share of a Replacement Stock Option
issued pursuant to Section 2.01(1)(c) in exchange for a
Nexfor Stock Option will be the amount (rounded up to the
nearest whole cent) determined by applying the formula: A =
B - (C - D) where A is the exercise price of
the Replacement Stock Option (subject to a minimum of $0.01 per
share), B is the original exercise price per share of the Nexfor
Stock Option, C is the Trading Price of a Nexfor Common Share
before the Effective Date, and D is the Trading Price of a
Common Share of Norbord after the Effective Date. Replacement Stock Option Plan means the stock
option plan adopted by Nexfor to replace the Nexfor Stock Option
Plan. Tax Act means the Income Tax Act
(Canada). Trading Day means a day, other than a
Saturday or a Sunday, when the TSX is open for trading. Trading Price means the weighted average
trading price of the Nexfor (Norbord) Common Shares on the TSX
for 10 Trading Days in relation to a specified date. Transfer Agent means CIBC Mellon Trust
Company. Transferred Multiple means the
    following fraction:
    
    A
    
    where A is the Transferred Proportion.1-A Transferred Proportion means the amount
determined (expressed as a fraction) by applying the formula:
A x C/B where A is the Butterfly Proportion, B is the
fair market value of all the Nexfor Convertible Shares and
Nexfor Non-Voting Shares issued and outstanding immediately
before the transfer of assets by Nexfor to Fraser Papers Subco
pursuant to Section 2.01(1)(f) and C is the fair market
value of all shares of all classes of Nexfor issued and
outstanding immediately before such transfer, determined in each
case immediately before such transfer. TSX means the Toronto Stock Exchange. 1.02Construction In this Plan of Arrangement, unless otherwise expressly stated
or the context otherwise requires:  (a)
    the division of this Plan of Arrangement into Articles and
    Sections and the use of headings are for convenience of
    reference only and do not affect the construction or
    interpretation hereof; 2




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##### 



(b)
    the words hereunder, hereof and similar
    expressions refer to this Plan of Arrangement and not to any
    particular Article, Section or Schedule and references to
    Articles, Sections, and Schedules
    are to Articles and Sections of and Schedules to this Plan of
    Arrangement;(c)
    words importing the singular include the plural and vice
    versa, words importing any gender include all genders and
    words importing persons include individuals, corporations,
    limited and unlimited liability companies, general and limited
    partnerships, associations, trusts, unincorporated
    organizations, joint ventures, governmental authorities and
    other entities;(d)
    the word including means including without
    limiting the generality of the foregoing; and(e)
    a reference to any statute is to that statute as now enacted or
    as the statute may from time to time be amended, re-enacted or
    replaced and includes any regulation made thereunder. 1.03Schedules The following are the Schedules to this Plan of Arrangement: Schedule A  Share Conditions attaching to Nexfor
Convertible Shares and Nexfor Non-Voting Shares Schedule B  Terms of Amalgamation of Fraser
Papers Schedule C  By-law No. 1 of Fraser Papers ARTICLE 2  THE ARRANGEMENT 2.01The Arrangement (1) Commencing at the Effective Time, the events and
transactions set out in Sections 2.01(1)(a) to
(j) will occur and be deemed to occur in the order set out
below or as otherwise provided below, without any further act or
formality, and with each event or transaction occurring and
being deemed to occur immediately after the occurrence of the
immediately preceding event or transaction or as otherwise
provided below. Amendment
of Articles of Nexfor  (a)
    The articles of Nexfor will be amended to create and authorize
    the issuance of (in addition to the shares that it is authorized
    to issue immediately before this amendment):  (i)
    an unlimited number of Nexfor Convertible Shares; and(ii)
    an unlimited number of Nexfor Non-Voting Shares and to provide that the rights, privileges, restrictions and
conditions attaching to each class of shares are as set
            out in
Schedule A. Exchange
of Nexfor Common Shares  (b)
    Each Nexfor Common Shareholder will transfer to Nexfor, with
    good and marketable title free from Encumbrances, all its Nexfor
    Common Shares. As the sole consideration for each Nexfor Common
    Share so transferred, Nexfor will issue to that former Nexfor
    Common Shareholder 1 Nexfor Convertible Share and a fraction of
    a Nexfor Non-Voting Share equal to the Transferred Multiple. The
    Nexfor Non-Voting Shares so issued will be listed on the TSX
    upon issuance but will not be posted for trading. In connection
    with this exchange:  (i)
    no election under section 85 of the Tax Act will be filed;(ii)
    a portion of the amount in the stated capital account maintained
    by Nexfor for the Nexfor Common Shares equal to the product of
    multiplying A x B where A is (1-Transferred
    Proportion) and B is the PUC of the Nexfor Common Shares
    (excluding any Nexfor Common Shares held by Dissenting
    Shareholders) so exchanged immediately before the exchange will
    be deducted from that account and added to the stated capital
    account maintained by Nexfor for the Nexfor Convertible Shares
    and a portion of the amount in the stated capital account
    maintained by Nexfor for the Nexfor Common Shares equal to the
    product of multiplying A x B where A is the
    Transferred Proportion and B is the PUC of the Nexfor Common
    Shares (excluding any Nexfor Common Shares held by Dissenting 3




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##### 



Shareholders) so exchanged immediately before the exchange will
    be deducted from that account and added to the stated capital
    account maintained by Nexfor for the Nexfor Non-Voting Shares;
    and(iii)
    the Nexfor Common Shares so exchanged will be cancelled. Issue
of Replacement Stock Options  (c)
    Concurrently with the transfers under Section 2.01(1)(b),
    each holder of a Nexfor Stock Option will transfer his or her
    Nexfor Stock Options to Nexfor in consideration for the issuance
    by Nexfor to the transferor of the same number of Replacement
    Stock Options. All the Nexfor Stock Options will be cancelled,
    provided that no Replacement Stock Option may be exercisable
    until after the Arrangement has been effected. Adjustment
of DSUs  (d)
    Concurrently with the transfers under Section 2.01(1)(b),
    the number of DSUs credited to the account of a participant
    under the Deferred Stock Unit Plan for Non-Employee Directors
    will be adjusted by applying the formula:
    A = B x C/D where A is the number of DSUs
    credited to an account after the Effective Time, B is the number
    of DSUs credited to the same account prior to the Effective
    Time, C is the Trading Price of a Nexfor Common Share
    before the Effective Date and D is the Trading Price of a
    Nexfor Common Share after the Effective Date. Exchange
of Nexfor Non-Voting Shares  (e)
    Each holder of Nexfor Non-Voting Shares will transfer to Fraser
    Papers, with good and marketable title free from Encumbrances,
    all such Nexfor Non-Voting Shares. As the sole consideration for
    each Nexfor Non-Voting Share so transferred, Fraser Papers will
    issue to that holder 1 Fraser Papers Convertible Share for each
    Transferred Multiple of a Nexfor Non-Voting Share. In connection
    with this exchange, Fraser Papers will add to the stated capital
    account maintained by Fraser Papers for the Fraser Papers
    Convertible Shares an amount equal to the PUC of the Nexfor
    Non-Voting Shares for which the Fraser Papers Convertible Shares
    were issued. Transfer
by Nexfor of Common Shares of Fraser Papers Newco to Fraser
Papers Subco  (f)
    Nexfor will transfer all the outstanding Common Shares of Fraser
    Papers Newco to Fraser Papers Subco. As the sole consideration
    for this transfer, Fraser Papers Subco will issue to Nexfor
    100,000,000 of its Common Shares. In addition, Fraser Papers
    Subco will agree to jointly elect with Nexfor to have the
    provisions of subsection 85(1) of the Tax Act and the
    corresponding provisions of any applicable provincial and
    territorial legislation apply to this transfer with the agreed
    amount in the election being equal to the lesser of the cost
    amount (as defined in subsection 248(1) of the Tax Act and
    the corresponding provisions of any applicable provincial and
    territorial legislation) to Nexfor of the Common Shares of
    Fraser Papers Newco transferred to Fraser Papers Subco and the
    fair market value of such Common Shares of Fraser Papers Newco.
    Fraser Papers Subco will add to the stated capital account
    maintained by it for its Common Shares an amount equal to
    the agreed amount in its election under subsection 85(1) of
    the Tax Act in respect of the transfer to it of the Common
    Shares of Fraser Papers Newco. Nexfor
Purchase of Nexfor Non-Voting Shares  (g)
    Nexfor will purchase for cancellation all the Nexfor Non-Voting
    Shares held by Fraser Papers and will issue to Fraser Papers, as
    the sole consideration therefor, a demand promissory note (the
    Nexfor Note) in a principal amount equal to the
    aggregate fair market value of such Nexfor Non-Voting Shares and
    without interest. Fraser Papers will accept the Nexfor Note in
    full and absolute payment, satisfaction and discharge of the
    purchase price of such Nexfor Non-Voting Shares, with the risk
    of the Nexfor Note being dishonoured. Fraser
Papers Subco Purchase of its Common Shares  (h)
    Fraser Papers Subco will purchase for cancellation all the
    Common Shares of Fraser Papers Subco held by Nexfor and will
    issue to Nexfor, as the sole consideration therefor, a demand
    promissory note (the Fraser 4




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##### 



Papers Subco Note) in a principal amount equal to the
    aggregate fair market value of such Common Shares and without
    interest. Nexfor will accept the Fraser Papers Subco Note in
    full and absolute payment, satisfaction and discharge of the
    purchase price of such Common Shares of Fraser Papers Subco,
    with the risk of the Fraser Papers Subco Note being dishonoured. Winding
up of Fraser Papers Subco  (i)
    Fraser Papers Subco will commence winding up in accordance with
    subsection 88(1) of the Tax Act and section 210 of the
    CBCA and, in connection with the winding up, will transfer and
    assign all its property to Fraser Papers, including all of
    Fraser Papers Subcos right, title and interest in and to
    the Common Shares of Fraser Papers Newco, and all the
    liabilities of Fraser Papers Subco, including the liability of
    Fraser Papers Subco under the Fraser Papers Subco Note, will be
    assumed by Fraser Papers. Fraser Papers will have a power of
    attorney coupled with an interest to do all acts as may be
    desirable in connection with the winding up including the
    execution and filing in the name of Fraser Papers Subco of any
    elections with federal or provincial tax authorities as may be
    appropriate. Set
Offs  (j)
    Nexfor will pay the principal amount of the Nexfor Note by
    transferring to Fraser Papers the Fraser Papers Subco Note,
    which Note will be accepted by Fraser Papers in full and
    absolute payment, satisfaction and discharge of Nexfors
    obligations under the Nexfor Note. Simultaneously, Fraser Papers
    will pay the principal amount of the Fraser Papers Subco Note by
    transferring to Nexfor the Nexfor Note which will be accepted by
    Nexfor in full and absolute payment, satisfaction and discharge
    of Fraser Papers obligations under the Fraser Papers Subco
    Note. Both the Fraser Papers Subco Note and the Nexfor Note will
    be cancelled. (2) Commencing at the Listing Time, the events and transactions
set out in Sections 2.01(2)(a) to (e) will occur and
be deemed to occur in the order set out below, without any
further act or formality, and with each event or transaction
occurring and being deemed to occur immediately after the
occurrence of the immediately preceding event or transaction. Conversion
of Nexfor Convertible Shares  (a)
    The Nexfor Convertible Shares will be converted into issued
    Common Shares of Nexfor on a one-for-one basis and the amount in
    the stated capital account maintained by Nexfor for the Nexfor
    Convertible Shares will be deducted from that account and added
    to the stated capital account maintained by Nexfor for its
    Common Shares. Amendment
and Restatement of Articles of Nexfor  (b)
    The articles of Nexfor will be amended to remove the Nexfor
    Convertible Shares and Nexfor Non-Voting Shares from the
    authorized capital of Nexfor. The name of Nexfor will be changed
    to Norbord Inc. The articles of Norbord will then be restated
    and the restated articles of Norbord will be filed with the
    Director under the CBCA pursuant to section 180 thereof. Conversion
of Fraser Papers Convertible Shares  (c)
    The Fraser Papers Convertible Shares will be converted into
    Fraser Papers Common Shares on a five-for-one basis and the
    amount in the stated capital account maintained by Fraser Papers
    for the Fraser Papers Convertible Shares will be deducted from
    that account and added to the stated capital account maintained
    by Fraser Papers for the Fraser Papers Common Shares. Amalgamation
of Fraser Papers and Fraser Papers Newco  (d)
    Fraser Papers and Fraser Papers Newco (hereinafter sometimes
    referred to in this Section 2.01(2)(d) as predecessor
    corporations) will be amalgamated on the terms set out in
    Schedule B as if the amalgamation were carried out pursuant
    to subsection 184(1) of the CBCA in such manner that, on
    and by virtue of the amalgamation:  (i)
    all the property (except any amounts receivable from any
    predecessor corporation or shares of any predecessor
    corporation) of the predecessor corporations held immediately
    before the amalgamation will become the property of Fraser
    Papers; 5




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(ii)
    all the liabilities and obligations (except any amount payable
    to any predecessor corporation) of the predecessor corporations
    immediately before the amalgamation will become liabilities and
    obligations of Fraser Papers;(iii)
    all the shares of Fraser Papers Newco will be cancelled without
    any repayment of capital;(iv)
    the articles of the amalgamated corporation will be same as the
    articles of Fraser Papers; and(v)
    no securities will be issued by Fraser Papers in connection with
    the amalgamation and the stated capital of the amalgamated
    corporation will be the same as the stated capital of Fraser
    Papers. Amendment
and Restatement of Articles of Fraser Papers  (e)
    The articles of Fraser Papers will be amended to remove all the
    Fraser Papers Convertible Shares from the authorized capital of
    Fraser Papers. The name of Fraser Papers will be changed to
    Fraser Papers Inc. and the articles will provide that its French
    form of name is Papiers Fraser Inc. The articles of Fraser
    Papers will then be restated and the restated articles of Fraser
    Papers will be filed with the Director under the CBCA pursuant
    to section 180 thereof. By-law No. 1 of Fraser Papers,
    as set out in Schedule C, will be confirmed by its
    shareholders. ARTICLE 3  RIGHTS OF DISSENT 3.01 Rights of Dissent (1) Nexfor Shareholders may exercise Dissent Rights in
connection with the Arrangement pursuant to and in the manner
set out in section 190 of the CBCA as modified by the
Interim Order and this Section 3.01. (2) Dissenting Shareholders who:  (a)
    are ultimately entitled to be paid fair value for their Nexfor
    Common Shares, Nexfor Stock Options or Nexfor Preferred Shares
    will be deemed to have transferred such shares or options to
    Nexfor and these shares and options will be cancelled
    immediately prior to the Effective Time; or(b)
    are ultimately not entitled to be paid fair value for their
    shares or options will be deemed to have participated in the
    Arrangement on the same basis as, (i) in the case of a
    Nexfor Common Shareholder, any non-dissenting holder of Nexfor
    Common Shares, (ii) in the case of a Nexfor Optionholder,
    any non-dissenting holder of Nexfor Stock Options or
    (iii) in the case of a Nexfor Preferred Shareholder, any
    non-dissenting holder of Nexfor Preferred Shares, in each case
    as at and from the Effective Time and will be treated in the
    same manner as such a holder, on the basis set out in this Plan
    of Arrangement. ARTICLE 4  CERTIFICATES 4.01 Entitlement to Share Certificates (1) From and after the Effective Date, certificates that
prior to the Effective Date represented Nexfor Common Shares
will represent the same number of Common Shares of Norbord after
the Effective Date and accordingly no new certificates
representing such shares will be issued. (2) Certificates representing Fraser Papers Common Shares
will be mailed as soon as practicable to those persons whose
names appear on the register of holders of Nexfor Common Shares
at the close of business (Toronto time) on the Distribution
Record Date. (3) No certificates will be issued for shares that are
issued and subsequently cancelled or converted under this Plan
of Arrangement. 4.02 Fractional Shares No certificates or scrip representing fractional interests of
less than one whole share in Fraser Papers will be issued (after
conversion of the Fraser Papers Convertible Shares). Instead any
fractional interests to which former Nexfor Common Shareholders
would otherwise be entitled will be summed and the total will be
rounded up to the nearest whole number and issued to the
Transfer Agent. The Transfer Agent will sell them on the TSX and
divide the proceeds (other than cash representing the rounded up
amount, which will be paid to Fraser Papers) among the persons
otherwise entitled to fractions by forwarding cheques
representing their proportional interests in the proceeds to
such persons. 6




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##### 



SCHEDULE A

NEXFOR NEW SHARE CONDITIONS



|   |                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------
|1. | The rights, privileges, restrictions and conditions attaching to
    the Convertible Shares are as follows:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Payment of Dividends: The holders of the Convertible
    Shares will be entitled to receive dividends if, as and when
    declared by the board out of the assets of the Corporation
    properly applicable to the payment of dividends in such amounts
    and payable in such manner as the board may from time to time
    determine. However, the Convertible Shares, the Non-Voting
    Shares and the Common Shares will participate equally as to
    dividends and all dividends which the board may at any time
    determine to declare and pay on the Convertible Shares, the
    Non-Voting Shares and the Common Shares will be declared and
    paid in equal or equivalent amounts per share on all the
    Convertible Shares, Non-Voting Shares and Common Shares at the
    time outstanding without preference or distinction.
|
| | (b) | Participation upon Liquidation, Dissolution or Winding
    Up: 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 the Convertible Shares will, subject
    to the rights of the holders of any other class of shares of the
    Corporation entitled to receive the assets of the Corporation
    upon such a distribution in priority to or rateably with the
    holders of Common Shares, be entitled to participate rateably
    with the Non-Voting Shares and Common Shares in any distribution
    of the assets of the Corporation.                                                                                                                            
|
| | (c) | Conversion Privilege: Each issued Convertible Share may
    at any time be converted, at the option of the holder, into
    1 Common Share. All Common Shares resulting from any
    conversion of issued Convertible Shares into Common Shares will
    be deemed to be fully paid and non-assessable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (d) | Voting Rights: The holders of the Convertible Shares will
    be entitled to receive notice of and to attend all meetings of
    the shareholders of the Corporation and to 1 vote in
    respect of each Convertible Share held at all such meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



|   |                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------
|2. | The rights, privileges, restrictions and conditions attaching to
    the Non-Voting Shares are as follows:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Payment of Dividends: The holders of the Non-Voting
    Shares will be entitled to receive dividends if, as and when
    declared by the board out of the assets of the Corporation
    properly applicable to the payment of dividends in such amounts
    and payable in such manner as the board may from time to time
    determine. However, the Non-Voting Shares and the Common shares
    will participate equally as to dividends and all dividends which
    the board may at any time determine to declare and pay on the
    Non-Voting Shares and Common Shares will be declared and paid in
    equal or equivalent amounts per share on all the Non-Voting
    Shares and Common Shares at the time outstanding without
    preference or distinction.
|
| | (b) | Participation upon Liquidation, Dissolution or Winding
    Up: 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 the Non-Voting Shares will, subject
    to the rights of the holders of any other class of shares of the
    Corporation entitled to receive the assets of the Corporation
    upon such a distribution in priority to or rateably with the
    holders of the Non-Voting Shares, be entitled to participate
    rateably with the Common Shares in any distribution of the
    assets of the Corporation.                                                              
|
| | (c) | Voting Rights: The holders of the Non-Voting Shares will
    not be entitled to receive notice of or to attend any meeting of
    the shareholders of the Corporation and will not be entitled to
    vote at any such meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

7



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##### 



SCHEDULE B CANADIAN FLAG GRAPHIC
    
    Industry Canada
    
    Industrie Canada
    
    FORM 9
    
    FORMULAIRE 9Canada Business
    
    Loi canadienne sur les
    
    ARTICLES OF AMALGAMATION
    
    STATUTS DE FUSIONCorporations Act
    
    sociétés par actions
    
    (SECTION 185)
    
    (ARTICLE 185)
 1 
    
    Name of the Amalgamated Corporation
    
    Dénomination sociale de la société issue de la fusion4229401 Canada Inc.2 
    
    The province or territory in Canada
where the registered office is to be
situated
    
    La province ou le territoire au Canada oú se situera le
siége socialOntario3 
    
    The classes and any maximum number of
shares that the corporation is
authorized to issue
    
    Catégories et tout nombre maximal dactions que la
société est autorisée à émettreThe annexed Schedule 1 is incorporated
in this form.4 
    
    Restrictions, if any, on share transfers
    
    Restrictions sur le transfert des actions, sil y a lieuThere are no restrictions.5 
    
    Number (or minimum and maximum number)
of directors
    
    Nombre (ou nombre minimal et maximal) dadministrateursMinimum: 6, Maximum: 156 
    
    Restrictions, if any, on business the
corporation may carry on
    
    Limites imposées à lactivité commerciale de la
société, sil y a lieuThere are no restrictions.7 
    
    Other provisions, if any
    
    Autres dispositions, sil y a lieuThe number of directors within the minimum and maximum number set out in paragraph 5 may be determined from time to
time by resolution of the board of directors. Any vacancy among the directors resulting from an increase in the
number of directors as so determined may be filled by resolution of the directors.8 
    
    The amalgamation has been approved
pursuant to that section or subsection
of the Act which is indicated as
follows:
    
    La fusion a été approuvée en accord avec larticle ou
le paragraphe de la Loi Indiqué ci-aprèso 183þ 184(1)o 184(2)
 9  Name of the amalgamating corporations
    
    Coporation No.
    
    
    
    
    
    Title
    
    Tel. No.Dénomination sociale des sociétés fusionnantes
    
    N° de la société
    
    Signature
    
    Date
    
    Titre
    
    N° de tél.4229401 Canada Inc.
    
    422940-14229428 Canada Inc.
    
    422942-8
 
 IC 3190 (2003/06)
    
    CANADA GRAPHIC
 8




---



##### 



SCHEDULE 1 The Corporation is authorized to issue an unlimited number of
Class A Preferred Shares, an unlimited number of
Class B Preferred Shares, an unlimited number of Non-Voting
Participating Shares, an unlimited number of Convertible Shares
and an unlimited number of Common Shares.  1.
    The rights, privileges, restrictions and conditions attaching to
    the Class A Preferred Shares are as follows:  (a)
    Series: The Class A Preferred Shares may at any time
    or from to time be issued in one or more series. Subject to the
    following provisions, the board of directors of the Corporation
    (the board) may by resolution fix from time to time
    before the issue thereof the number of shares in, and determine
    the designation, rights, privileges, restrictions and conditions
    attaching to the shares of, each series of Class A
    Preferred Shares.(b)
    Idem: The Class A Preferred Shares will be entitled
    to priority over the Class B Preferred Shares, the Non-
    Voting Participating Shares, the Convertible Shares and the
    Common Shares and all other shares ranking junior to the
    Class A Preferred Shares with respect to the payment of
    dividends and the distribution of assets of the Corporation in
    the event of any 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.(c)
    Voting Rights: Except as may otherwise be provided in the
    rights, privileges, restrictions and conditions attaching to any
    series of Class A Preferred Shares, the holders of the
    Class A Preferred Shares will not be entitled to receive
    notice of or to attend any meeting of the shareholders of the
    Corporation and will not be entitled to vote at any such meeting.  2.
    The rights, privileges, restrictions and conditions attaching to
    the Class B Preferred Shares are as follows:  (a)
    Series: The Class B Preferred Shares may at any time
    or from time to time be issued in one or more series. Subject to
    the following provisions, the board may by resolution fix from
    time to time before the issue thereof the number of shares in,
    and determine the designation, rights, privileges, restrictions
    and conditions attaching to the shares of, each series of
    Class B Preferred Shares.(b)
    Idem: The Class B Preferred Shares will be entitled
    to priority over the Non-Voting Participating Shares, the
    Convertible Shares and the Common Shares and all other shares
    ranking junior to the Class B Preferred Shares with respect
    to the payment of dividends and the distribution of assets of
    the Corporation in the event of any 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.(c)
    Voting Rights: Except as may otherwise be provided in the
    rights, privileges, restrictions and conditions attaching to any
    series of Class B Preferred Shares, the holders of the
    Class B Preferred Shares will not be entitled to receive
    notice of or to attend any meeting of the shareholders of the
    Corporation and will not be entitled to vote at any such meeting.  3.
    The rights, privileges, restrictions and conditions attaching to
    the Non-Voting Participating Shares are as follows:  (a)
    Series: The Non-Voting Participating Shares may at any
    time or from time to time be issued in one or more series.
    Subject to the following provisions, the board may by resolution
    fix from time to time before the issue thereof the number of
    shares in, and determine the designation, rights, privileges,
    restrictions and conditions attaching to the shares of, each
    series of Non-Voting Participating Shares.(b)
    Payment of Dividends: In addition to any rights to
    preferential dividends as may be provided for in the rights,
    privileges, restrictions and conditions attaching to any series
    of Non-Voting Participating Shares, the holders of the
    Non-Voting Participating Shares will be entitled to receive
    dividends if, as and when declared by the board out of the
    assets of the Corporation properly applicable to the payment of
    dividends in such amounts and payable in such manner as the
    board may from time to time determine. However, the Non-Voting
    Participating Shares, the Convertible Shares and the Common
    Shares will, subject to any rights to preferential dividends
    hereinbefore referred to, participate equally as to dividends
    and, subject to any such rights, all dividends which the board
    may at any time determine to declare and pay on the Non-Voting
    Participating Shares, the Convertible Shares and the Common
    Shares will be declared and paid in equal or equivalent amounts
    per share on all of the Non-Voting Participating Shares,
    Convertible Shares and Common Shares at the time outstanding
    without preference or distinction.(c)
    Participation upon Liquidation, dissolution or Winding
    Up: 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 the Non-Voting Participating Shares
    will, in addition to any rights to priority in the distribution
    of assets of the Corporation as may be provided for in the
    rights, privileges, restrictions and conditions attaching to any
    series of Non-Voting Participating Shares but subject 9




---



##### 





| |     |                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | to the rights of the holders of any other class of shares of the
    Corporation entitled to receive the assets of the Corporation
    upon such a distribution in priority to or rateably with the
    holders of the Non-Voting Participating Shares, be entitled to
    participate rateably with the holders of the Convertible Shares
    and the Common Shares in any distribution of the assets of the
    Corporation.
|
| | (d) | Voting Rights: The holders of the Non-Voting
    Participating Shares will not be entitled to receive notice of
    or to attend any meeting of the shareholders of the Corporation
    and will not be entitled to vote at any such meeting.                                                                                                                                                                                 
|
| | (e) | Subdivision, Consolidation, Reclassification or Other
    Change: None of the Non-Voting Participating Shares,
    Convertible Shares or Common Shares will be subdivided,
    consolidated or otherwise changed unless contemporaneously
    therewith the other said class of shares is subdivided,
    consolidated or otherwise changed in the same proportion and in
    the same manner.                                



|   |                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------
|4. | The rights, privilege, restrictions and conditions attaching to
    the Convertible Shares are as follows:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Payment of Dividends: The holders of the Convertible
    Shares will be entitled to receive dividends if, as and when
    declared by the board out of the assets of the Corporation
    properly applicable to the payment of dividends in such amounts
    and payable in such manner as the board may from time to time
    determine. However, the Convertible Shares and the Common Shares
    will participate equally as to dividends and all dividends which
    the board may at any time determine to declare and pay on the
    Convertible Shares and the Common Shares will be declared and
    paid in equal or equivalent amounts per share on all of the
    Convertible Shares and Common Shares at the time outstanding
    without preference or distinction.
|
| | (b) | Participation upon Liquidation, Dissolution or Winding
    Up: 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 the Convertible Shares will, subject
    to the rights of the holders of any other class of shares of the
    Corporation entitled to receive the assets of the Corporation
    upon such a distribution in priority to or rateably with the
    holders of the Convertible Shares, be entitled to participate
    rateably with the Common Shares in any distribution of the
    assets of the Corporation.                                                                       
|
| | (c) | Conversion Privilege: Each issued Convertible Share may
    at any time be converted, at the option of the holder, into
    one-fifth of a Common Share. All Common Shares resulting from
    any conversion of issued Convertible Shares into Common Shares
    will be deemed to be fully paid and non-assessable.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (d) | Voting Rights: The holders of the Convertible Shares will
    not be entitled to receive notice of or to attend any meeting of
    the shareholders of the Corporation and will not be entitled to
    vote any such meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



|   |                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------
|5. | The rights, privileges, restrictions and conditions attaching to
    the Common Shares are as follows:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Payment of Dividends: The holders of the Common Shares
    will be entitled to receive dividends if, as and when declared
    by the board out of the assets of the Corporation properly
    applicable to the payment of dividends in such amounts and
    payable in such manner as the board may from time to time
    determine. Subject to the rights of the holders of any other
    class of shares of the Corporation entitled to receive dividends
    in priority to or rateably with the holders of the Common
    Shares, the board may in its sole discretion declare dividends
    on the Common Shares to the exclusion of any other class of
    shares of the Corporation.
|
| | (b) | Participation upon Liquidation, Dissolution or Winding
    Up: 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 the Common Shares will, subject to
    the rights of the holders of any other class of shares of the
    Corporation entitled to receive the assets of the Corporation
    upon such a distribution in priority to or rateably with the
    holders of the Common Shares, be entitled to participate
    rateably in any distribution of the assets of the Corporation.                       
|
| | (c) | Voting Rights: The holders of the Common Shares will be
    entitled to receive notice of and to attend all meetings of the
    shareholders of the Corporation and to 1 vote in respect of
    each Common Share held at all such meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                               

10



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##### 



SCHEDULE C BY-LAW NO. 1 A by-law relating generally to   FRASER PAPERS INC.
 DIRECTORS 1.   Calling of and notice of meetings
Meetings of the board will be held on such day and at such time
and place as the Chair of the Board or the President of the
Corporation or any two directors may determine. Notice of
meetings of the board will be given to each director not less
than 48 hours before the time when the meeting is to be
held. Each newly elected board may without notice hold its first
meeting for the purposes of organization and the appointment of
officers immediately following the meeting of shareholders at
which such board was elected. 2.   Votes to govern At all meetings of
the board every question will be decided by a majority of the
votes cast on the question; and in case of an equality of votes
the chair of the meeting will be entitled to a second or casting
vote. 3.   Interest of directors and officers
generally in contracts No director or officer will be
disqualified by his or her office from contracting with the
Corporation nor will any contract or arrangement entered into by
or on behalf of the Corporation with any director or officer or
in which any director or officer is in any way interested be
liable to be voided nor will any director or officer so
contracting or being so interested be liable to account to the
Corporation for any profit realized by any such contract or
arrangement by reason of such director or officer holding that
office or of the fiduciary relationship thereby established
provided that, in each case, the director or officer has
complied with the provisions of the Canada Business
Corporations Act. SHAREHOLDERS MEETINGS 4.   Quorum At any meeting of shareholders
a quorum will be 2 persons present in person or by means of
a telephonic, electronic or other communication facility that
permits all participants to communicate adequately with each
other during the meeting and each entitled to vote at the
meeting. 5.   Meetings by telephonic or electronic
means A meeting of the shareholders may be held by means of
a telephonic, electronic or other communication facility that
permits all participants to communicate adequately with each
other during the meeting. 6.   Postponement or cancellation of
meetings A meeting of shareholders may be postponed or
cancelled by the board at any time prior to the date of the
meeting. 7.   Procedures at meetings The board may
determine the procedures to be followed at any meeting of
shareholders including, without limitation, the rules of order.
Subject to the foregoing, the chair of a meeting may determine
the procedures of the meeting in all respects. INDEMNIFICATION 8.   Indemnification of directors and
officers The Corporation will indemnify a director or
officer of the Corporation, a former director or officer of the
Corporation or another individual who acts or acted at the
Corporations request as a director or officer, or in a
similar capacity, of another entity, and his or her heirs and
legal representatives to the extent permitted by the Canada
Business Corporations Act. 9.   Indemnity of others Except as
otherwise required by the Canada Business Corporations
Act and subject to paragraph 8, the Corporation may
from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason
of the fact that he or she is or was an employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as an employee, agent of or participant in another
entity against expenses (including legal fees), judgments, fines
and any amount actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she
acted honestly and in good faith with a view to the best
interests of the Corporation or, as the case may be, to the 11




---



##### 



10. Right of indemnity not exclusive The provisions
for indemnification contained in the by-laws of the Corporation
will not be deemed exclusive of any other rights to which any
person seeking indemnification may be entitled under any
agreement, vote of shareholders or directors or otherwise, both
as to action in his or her official capacity and as to action in
another capacity, and will continue as to a person who has
ceased to be a director, officer, employee or agent and will
inure to the benefit of that persons heirs and legal
representatives. 11. No liability of directors or officers for certain
matters To the extent permitted by law, no director or
officer for the time being of the Corporation will be liable for
the acts, receipts, neglects or defaults of any other director
or officer or employee or for joining in any receipt or act for
conformity or for any loss, damage or expense happening to the
Corporation through the insufficiency or deficiency of title to
any property acquired by the Corporation or for or on behalf of
the Corporation or for the insufficiency or deficiency of any
security in or upon which any of the moneys of or belonging to
the Corporation will be placed out or invested or for any loss
or damage arising from the bankruptcy, insolvency or tortious
act of any person, firm or body corporate with whom or which any
moneys, securities or other assets belonging to the Corporation
will be lodged or deposited or for any loss, conversion,
misapplication or misappropriation of or any damage resulting
from any dealings with any moneys, securities or other assets
belonging to the Corporation or for any other loss, damage or
misfortune whatever which may happen in the execution of the
duties of his or her respective office or trust or in relation
thereto unless the same will happen by or through his or her
failure to act honestly and in good faith with a view to the
best interests of the Corporation and in connection therewith to
exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances. If any
director or officer of the Corporation is employed by or
performs services for the Corporation otherwise than as a
director or officer or is a member of a firm or a shareholder,
director or officer of a body corporate which is employed by or
performs services for the Corporation, the fact that the person
is a director or officer of the Corporation will not disentitle
such director or officer or such firm or body corporate, as the
case may be, from receiving proper remuneration for such
services. BANKING ARRANGEMENTS, CONTRACTS, ETC. 12. Banking arrangements The banking business of the
Corporation, or any part thereof, will be transacted with such
banks, trust companies or other financial institutions as the
board may designate, appoint or authorize from time to time and
all such banking business, or any part thereof, will be
transacted on the Corporations behalf by one or more
officers or other persons as the board may designate, direct or
authorize from time to time. 13. Execution of instruments Contracts, documents or
instruments in writing requiring execution by the Corporation
will be signed by hand by any two officers of the Corporation
(whether under the corporate seal of the Corporation, if any, or
otherwise) and all contracts, documents or instruments in
writing so signed will be binding upon the Corporation without
any further authorization or formality. The board is authorized
from time to time by resolution




| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | to appoint any officer or any other person on behalf of the
    Corporation to sign by hand (whether under the corporate seal of
    the Corporation, if any, or otherwise) and deliver either
    contracts, documents or instruments in writing generally or to
    sign either by hand or by facsimile or mechanical signature or
    otherwise (whether under the corporate seal of the Corporation,
    if any, or otherwise) and deliver specific contracts, documents
    or instruments in writing, and          
|
| | (b) | to delegate to any two officers of the Corporation the powers to
    designate, direct or authorize from time to time in writing one
    or more officers or other persons on the Corporations
    behalf to sign either by hand or by facsimile or mechanical
    signature or otherwise (whether under the corporate seal of the
    Corporation, if any, or otherwise) and deliver contracts,
    documents or instruments in writing of such type and on such
    terms and conditions as such two officers see fit.

12



---



##### 



Contracts, documents or instruments in writing that are to be
signed by hand may be signed electronically. The term
contracts, documents or instruments in writing as
used in this by-law includes without limitation deeds,
mortgages, charges, conveyances, powers of attorney, transfers
and assignments of property of all kinds (including specifically
but without limitation transfers and assignments of shares,
warrants, bonds, debentures or other securities), proxies for
shares or other securities and all paper writings. MISCELLANEOUS 14. Invalidity of any provisions of this by-law The
invalidity or unenforceability of any provision of this by-law
will not affect the validity or enforceability of the remaining
provisions of this by-law. 15. Omissions and errors The accidental omission to
give any notice to any shareholder, director, officer or auditor
or the non-receipt of any notice by any shareholder, director,
officer or auditor or any error in any notice not affecting its
substance will not invalidate any action taken at any meeting to
which the notice related or otherwise founded on the notice. INTERPRETATION 16. Interpretation In this by-law and all other
by-laws of the Corporation words importing the singular number
only include the plural and vice versa; words importing any
gender include all genders; words importing persons include
individuals, corporations, limited and unlimited liability
companies, general and limited partnerships, associations,
trusts, unincorporated organizations, joint ventures and
governmental authorities; board means the board of
directors of the Corporation; Canada Business
Corporations Act means Canada Business Corporations
Act, R.S.C. 1985, c. C-44 as from time to time amended,
re-enacted or replaced; terms that are not otherwise defined in
this by-law have the meanings attributed to them in the
Canada Business Corporations Act; and meeting of
shareholders means an annual meeting of shareholders or a
special meeting of shareholders. 13