##### 



Exhibit 99.1




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##### 



(CANADA LOGO) Certificate of Continuance
    
    
    
    Certificat de continuationCanada
Business
    
    
    
    Loi sur les corporationsCorporations Act
    
    
    
    commerciales canadiennes
  EXTENDICARE LTD.  EXTENDICARE LTÉE
    
    11266Name
of Corporation  Nom de la corporation
    
    Number  NuméroI hereby certify that the above-mentioned Corporation was continued under Section 181 of the
Canada Business Corporations Act
as set out in the attached articles
of Continuance.
    
    Je certifie par les présentes que la
corporation mentionnée ci-haut a été
continuée en vertu de larticle 181 de
la Loi sur les corporations commerciales canadiennes, tel quindiqué
dans les statuts dé continuation
ci-joints.(SIGNATURE)January 15, 1979Deputy Director-Directeur
    
    Date of Continuance  Date de la continuation




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##### 



CANADA BUSINESS
CORPORATIONS ACT
    
    (LOGO)
    
    LOI SUR LES CORPORATIONS
COMMERCIALES CANADIENNESFORM 11
    
    
    
    FORMULE 11ARTICLES OF CONTINUANCE
(SECTION 181)
    
    
    
    STATUS DE CONTINUATION
(ARTICLE 181)
 1 
    
    Name of Corporation
    
    Nom de la corporationEXTEND1CARE LTD.  EXTENDICARE LTÉE2 
    
    The place in Canada where the registered office
is to be situated
    
    Lieu au Canada où doit
être situé le siège socialThe Municipality of Metropolitan Toronto, Province of Ontario3 
    
    The classes and any maximum number of shares that
the corporation is authorized to issue
    
    Catégories et tout nombre maximal dactions que la corporation
est autorisée à émattre
 ARTICLE 1  Capital The Corporation is authorized to issue: 1.1
Preferred Shares An unlimited number of preferred shares without nominal or par value,
issuable in series (Preferred Shares). 1.2
Class A Shares  An unlimited number of non-voting Class A shares without nominal or par
value (Class A Shares). 1.3
Common Shares  An unlimited number of convertible common shares without nominal or par
value (Common Shares). ARTICLE 2  Definitions In these provisions, unless there is something in the subject matter or context inconsistent
therewith: 2.1 Act means the Canada Business Corporations Act,as now enacted or as the same may from
time to time be amended or re-enacted. 2.2
articles has the meaning ascribed thereto in subsection 2(1) of the Act. 2.3 Corporation means the corporation continued pursuant to the Act by articles of
continuance of which these provisions form a part. 2.4 Director means the Director appointed under section 253 of the Act and includes a Deputy
Director appointed thereunder. 2.5 directors means the directors of the Corporation and reference to any action by the
directors means action taken by them by resolution as a board. 2.6 financial year means the financial year adopted from time to time by the Corporation. 2.7 these provisions means the provisions of articles 1 through 6. 2.8 The expressions article or section followed by a number mean and refer to the
specified article or section of these provisions. ARTICLE 3  Preferred Shares The rights, privileges, restrictions and conditions attaching to the Preferred Shares as
a class are as follows. 3.1 Directors right to issue in one or more series- Preferred Shares may at any time or
from time to time be issued in one or more series. Prior to the issue of the shares of any
such series, the directors shall, subject to the limitations set out in the articles, fix the
number of shares in, and determine the designation, rights, privileges, restrictions and
conditions attaching to the shares of, such series including, without limitation:  (a)
    the rate, amount or method of calculation of dividends and whether the same are subject to
adjustment;(b)
    whether such dividends are cumulative, partly cumulative or non-cumulative;(c)
    the dates, manner and currency of payments of dividends and the date from which they
accrue or become payable;




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##### 



(d)
    if redeemable or purchasable, the redemption or purchase prices and terms and
conditions or redemption or purchase, with or without provision for sinking or similar
funds;(e)
    the voting rights, if any;(f)
    any conversion, exchange or reclassification rights; and(g)
    any other terms not
inconsistent with these provisions; the whole subject to the receipt by the Director of articles of amendment designating and fixing
the number of Preferred Shares in such series and setting forth the rights, privileges,
restrictions and conditions attaching thereto and the issue by him of a certificate of
amendment with respect thereto. 3.2
Ranking of Preferred Shares  The Preferred Shares of each series shall, with respect to the
payment of dividends and the distribution of assets in the event of the liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other
distribution of the assets of the Corporation among its shareholders for the purpose of
winding up its affairs, rank on a parity with the Preferred Shares of every other series and
be entitled to preference over the Class A Shares, the Common Shares and the shares of any other
class ranking junior to the Preferred Shares. The Preferred Shares of any series shall also be
entitled to such other preferences, not inconsistent with these provisions, over the Class A
Shares, the Common Shares and the shares of any other class ranking junior to the Preferred
Shares as may be fixed in accordance with section 3.1. 3.3
Restrictions on issue of shares No Preferred Shares or shares of a class ranking prior
to or on a parity with the Preferred Shares with respect to the payment of dividends or the
distribution of assets in the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other distribution of the assets of
the Corporation among its shareholders for the purpose of winding up its affairs may be issued
if the Corporation is in arrears in the payment of dividends on any outstanding series of Preferred
Shares without the approval of the holders of the Preferred Shares given in accordance with
section 3.4. 3.4
Approval of holders of Preferred Shares The approval of the holders of the Preferred
Shares as to any matters referred to in these provisions may be given as specified below:  (a)
    Any approval given by the holders of Preferred Shares shall be deemed to have been
sufficiently given if it shall have been given in writing by the holders of at least
66 2/3%of the outstanding Preferred Shares or by a resolution passed at a meeting of
holders of Preferred Shares duly called and held for such purpose upon not less than
21 days notice at which the holders of at least a majority of the outstanding Preferred
Shares are present or are represented by proxy and carried by the affirmative vote of
not less than 66 2/3% of the votes cast at such meeting. If at any such meeting the
holders of a majority of the outstanding Preferred Shares are not present or
represented by proxy within one-half hour after the time appointed for such meeting
then the meeting shall be adjourned to such date not less than 15 days thereafter and to
such time and place as may be designated by the chairman appointed by those present,
and not less than 10 days written notice shall be given of such adjourned meeting.
At such adjourned meeting the holders of Preferred Shares present or represented by
proxy may transact the business for which the meeting was originally called and a
resolution passed thereat by the affirmative vote of not less than 66 2/3% of the votes
cast at such meeting shall constitute the approval of the holders of the Preferred
Shares.(b)
    On every poll taken at any such meeting each holder of Preferred Shares shall be
entitled to one vote in respect of each Preferred Share held. Subject to the
foregoing, the formalities to be observed with respect to the giving or waiving of
notice of any such meeting and the conduct thereof shall be those from time to time
prescribed in the Act and the by-laws of the Corporation with respect to meetings of
shareholders. ARTICLE 4  Class A Shares The rights, privileges, restrictions and conditions attaching to the Class A Shares are as
follows: 4.1
Preferential dividends on Class A Shares Subject to the prior rights of the holders of
the Preferred Shares the holders of the Class A Shares shall be entitled to receive, and the
Corporation shall pay thereon as and when declared by the directors out of moneys of the
Corporation properly applicable to the payment of dividends, a non-cumulative preferential
cash dividend of, or non-cumulative preferential cash dividends
aggregating, 10¢ per share in
each financial year payable on such date or dates in such financial year as the directors shall
from time to time determine. The first non-cumulative preferential dividend payable in
respect of any Class A Share resulting from the subdivision, redesignation, reclassification
and change of the previously issued and outstanding common




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##### 



shares without nominal or par value upon continuance of the Corporation under the Act
shall accrue thereon from December 1, 1978 and the first non-cumulative preferential dividend
payable in respect of any Class A share subsequently issued shall accrue thereon from the
date of allotment thereof unless some other date therefor is established by resolution of
the directors when such share is allotted. If in any financial year the directors in their
discretion shall not declare a dividend of 10¢ per share or
dividends aggregating 10¢ per share
on the Class A Shares the rights of the holders of the Class A Shares to such dividend or
dividends or to any greater dividend than the dividend or dividends actually declared in such
financial year shall be forever extinguished. No dividend shall be declared or paid on the
Common Shares or the shares of any other class ranking junior to the Class A Shares in any
financial year unless the preferential dividend or dividends provided for by this section 4.1 for
such financial year shall have been paid on all the Class A Shares at the time outstanding or
shall have been declared and the payment thereof within such financial year authorized. 4.2
Ordinary dividends on Class A Shares  Subject to the prior rights of the holders of the
Preferred Shares, whenever in any financial year the preferential dividend or dividends as
provided in section 4.1 shall have been paid on all the Class A Shares at the time outstanding
or shall have been declared and the payment thereof within such financial year authorized, the
holders of the Class A Shares shall be entitled in such financial year to such further
dividends (if any) as the directors in their discretion may declare; provided, however, that no
such further dividend on the Class A Shares shall be declared unless contemporaneously
therewith the directors shall declare a dividend, payable at the same time as such dividend on
the Class A Shares, on each Common Share in an amount equal to the amount of the dividend
payable at that time on each Class A Share. 4.3
Voting The holders of Class A Shares, as such, shall not be entitled (except as otherwise
provided in the Act) to receive notice of or to attend any meeting of shareholders or to vote
at any such meeting for any purpose. 4.4 Dissolution Subject to the prior rights of the holders of the Preferred Shares and the
shares of any other Class ranking senior to the Class A Shares, the holders of the Class A
Shares and the holders of the Common Shares shall be entitled to receive the remaining assets
of the Corporation in equal amounts per share, without preference or distinction, in the event
of the liquidation, dissolution or winding-up of the Corporation or any other distribution of
the assets of the Corporation among its shareholders for the purpose of winding-up its affairs. ARTICLE 5  Common Shares The rights, privileges, restrictions and conditions attaching to the Common Shares are as
follows: 5.1 Conversion privilege Subject to the provisions of this article 5, the holder of any
Common Shares shall have the right, at his option, at any time to convert such Common Shares
into fully paid and non-assessable Class A Shares on the basis of one Class A Share for each
Common Share. The conversion privilege of the holders of Common Shares shall be transferable
only with such shares and shall be inseparable therefrom. 5.2
Manner of exercise of conversion privilege The conversion of one or more Common Shares
as permitted by section 5.1 may be effected by the surrender of the certificate or
certificates representing the same at any time during usual business hours at the option of
the holder at any office of any transfer agent of the Corporation at which the Common Shares
are transferable or, there being no such transfer agent, at the registered office of the
Corporation accompanied: (i) by payment or evidence satisfactory to the Corporation of payment of
the tax (if any) payable as provided in section 5.4 or that the Corporation has not and will
not have any liability in respect of such tax; and (ii) by a written instrument of surrender
in form satisfactory to the Corporation duly executed by the registered holder or his attorney
duly authorized in writing (with such execution guaranteed in such manner as the directors may
from time to time require), in which instrument such holder may also elect to convert part only of
the Common Shares represented by such certificate or certificates in which event the
Corporation shall issue and deliver or cause to be delivered to such holder, at the expense of
the Corporation, a new certificate representing the Common Shares represented by such
certificate or certificates which have not been converted. As promptly as practicable after
the surrender, as herein provided, of any Common Shares for conversion, the Corporation shall issue
and deliver or cause to be delivered, to or upon the written order of the holder of the Common
Shares so surrendered, a certificate or certificates issued in the name of, or in such name or
names as may be directed by, such holder representing the number of fully paid and
non-assessable Class A Shares to which such holder is entitled. Such conversion shall be
deemed to have been made at the close of business on the date such Common Shares shall have
been surrendered for conversion, so that the rights of the bolder of such Common Shares as the
holder thereof shall cease at such time and the person or persons entitled to receive Class A
Shares upon such conversion shall be treated for all purposes as having become the holder or
holders of record of such Class A Shares at such time.




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##### 



5.3 No adjustment for dividends  The registered holder of any Common Share on the record
date for any dividend declared payable on such share shall be entitled to such dividend
notwithstanding that such share is converted after such record date and before the payment date
of such dividend and the registered holder of any Class A Share resulting from any conversion
shall be entitled to rank equally with the registered holders of all other Class A Shares in
respect of all dividends declared payable to holders of Class A Shares of record on any date
after the date of conversion. Subject as aforesaid, upon the conversion of any Common Shares the
Corporation shall make no payment or adjustment on account of any dividends on the Common
Shares so convened or on account of any dividends on the Class A Shares issuable upon such
conversion. 5.4 Taxes on conversion The issuance of certificates for Class A Shares upon the conversion
of Common Shares will be made without charge to the converting holders of Common Shares for
any fee or tax in respect of the issuance of such certificates or the Class A Shares
represented thereby; provided, however, that the Corporation shall not be required to pay any
tax which may be imposed upon the person or persons to whom such Class A Shares are issued in
respect of the issuance of such Class A Shares or the certificates therefor or which may be payable
in respect of any transfer involved in the issuance and delivery of any such certificate in a
name or names other than that of the holder of the Common Shares convened, and the Corporation
shall not be required to issue or deliver such certificate unless the person or persons
requesting the issuance thereof shall have paid to the Corporation the amount of such tax or
shall have established to the satisfaction of the Corporation that such tax has been paid or
that the Corporation has not and will not have any liability in respect of such tax. 5.5 Adjustment of stated capital accounts All Common Shares converted into Class A Shares in
accordance with the provisions of this article 5 shall be cancelled and on each such
conversion the stated capital account maintained for the Common Shares shall be reduced and
the stated capital account maintained for the Class A Shares shall be increased by an amount
equal to the result obtained by multiplying the stated capital of the Common Shares by the
number of Common Shares so converted divided by the number of Common Shares outstanding immediately
before such conversion. 5.6
Subdivision, consolidation, reclassification or changes  No subdivision, consolidation,
reclassificationor other change of Class A Shares or Common Shares shall be authorized by the
directors unless at the same time an equivalent or comparable subdivision, consolidation,
reclassification or change is made with respect to all Class A Shares and Common Shares. 5.7 Dividends on Common Shares Subject to the prior rights of the holders of the Preferred
Shares, whenever in any financial year the preferential dividend or dividends as provided in
section 4.1 shall have been paid on all the Class A Shares at the time outstanding or shall have
been declared and the payment thereof within such financial year authorized, the holders of the
Common Shares shall be entitled in such financial year to such
dividends (if any) as the
directors in their discretion may declare; provided, however, that no such dividend on the Common
Shares shall be declared unless contemporaneously therewith the directors shall declare a
further dividend, payable at the same time as such dividend on the Common Shares, on each
Class A Share in an amount equal to the amount of the dividend payable at that time on each
Common Share. 5.8 Voting The holders of Common Shares shall be entitled to one vote for each Common Share
held by them at all meetings of shareholders except meetings at which only holders of another
class of shares are entitled to vote. 5.9 Dissolution Subject to the prior rights of the holders of the Preferred Shares and the
shares of any other class ranking senior to the Common Shares, the holders of the Class A
Shares and the holders of the Common Shares shall be entitled to receive the remaining assets
of the Corporation in equal amounts per share, without preference or distinction, in the event
of the liquidation, dissolution or winding-up of the Corporation or any other distribution
of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs. ARTICLE 6Continuance Upon continuance under the Act. 6.1 Unissued shares The previously authorized but unissued Preferred Snares of the par value
of ten dollars ($10) each and the previously authorized but unissued common shares without
nominal or par value shall be cancelled. 6.2
Issued shares  Eachof the previously issued and outstanding common shares without
nominal or par value shall be subdivided, redesignated, reclassified and changed into one
Class A Share and one Common Share.




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##### 



4  Restrictions if any on share transfers
    
    Restrictions sur le transfert
des actions sil y a lieuNot applicable5
 Number (or minimum and maximum
number)       of
directors
    Nombre (ou nombre minimum et
maximum) dadministrateursA minimum of 7 and a maximum of 20 with the actual number of directors to be determined,
from time to time, by the board of directors6
 Restrictions if any on businesses the
corporation       may carry on
    Restrictions imposées quant aux
entreprises que la corporation peut exploiter, sily a lieuNot applicable7
 If change of name effected, previous
name
    
    Si changement de nom a
étéopéré, nom antérieurExtendicare
Ltd.8  Other provisions if any
    
    Autres dispositions sil y lieu
 The board of directors of the Corporation may without authorization of the shareholders:  (a)
    borrow money upon the credit of the Corporation;(b)
    issue, reissue, sell or pledge debt obligations (including bonds, debentures, notes
or any other evidence of indebtedness or guarantee, whether secured or unsecured) of
the Corporation; and(c)
    mortgage, hypothecate, pledge or otherwise create a security interest in all or any
owned or subsequently acquired real or personal, movable or immovable, property of
the Corporation, including, without limitation, book debts, rights, powers,
franchises and undertakings, to secure any debt obligations (including bonds,
debentures, notes or any other evidence of indebtedness or guarantee) of the Corporation.The board may from time to time delegate to such one or more of the directors and officers of
the Corporation as may be designated by the board all or any of the powers conferred on
the board above to such extent and in such manner as the board shall determine at the
time of each such delegation. Date
    
    
    Signature
    
    
    Description of Office 
Description du posteJanuary 15, 1979
    
    

(SIGNATURE)
    
    
    SecretaryFOR DEPARTMENTAL USE
ONLY          
À LUSAGE DU MINISTÈRE SEULEMENT
 Corporation No.  No de la corporation
    
    
    Filed-Déposée11266
    
    
    January 12, 1979




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##### 



(CANADA LOGO) Certificate of Amendment
    
    
    
    Certificat de modificationCanada Business
    
    
    
    Loi sur les sociétésCorporations Act
    
    
    
    commerciales canadiannes
  EXTENDICARE LTD
    
    11266Name
of Corporation  Dénomination de la société
    
    
    
    Number  NuméroI hereby certify that the Articles of
the above-mentioned Corporation
were amended.
    
    
    
    Je certifie par les
présentes que les statuts de la sociéte mentionnée ci-haut ont été modifiés(a) under section 13 of the Canada
Business Corporations Act in accordance with the attached notice;
    
    o
    
    (a) en vertu de larticle 13 de la Loi
sur les sociétés commerciales
canadiennes conformément à lavis ci-joint;(b) under Section 27 of the Canada
Business Corporations Act as set
out in the attached Articles of
Amendment designating a series of
shares;
    
    o
    
    (b) en vertu de larticle 27 de la Loi
sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses modificatrices ci-jointes
désignant une série dactions;(c) under Section 171 of the Canada
Business Corporations Act as set
out in the attached Articles of
Amendment;
    
    o
    
    (c) en vertu de larticle 171 de la Loi
sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses modificatrices ci-jointes;(d) under Section 185 of the Canada
Business Corporations Act as set
out in the attached Articles of
Reorganization;
    
    o
    
    (d) en vertu de larticle 185 de la Loi
sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses de réorganisation ci-jointes;(e) under Section 185.1 of the
Canada Business Corporations
Act as set out in the attached
Articles of Arrangement.
    
    o
    
    (e) en vertu de (larticle 185.1 de la
Loi sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses darrangement ci-jointes.(signature)Director  DirecteurNovember 9, 1981.
Date of Amendment  Date de la modification




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##### 



CANADA BUSINESS
CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
    
    (LOGO)
    
    LOI SUR LES CORPORATIONS
COMMERCIALS CANADIENNES
FORMULE 4
STATUTS DE MODIFICATION
(ARTICLE 27 OU 171)
 1-Name of Corporation  Num de la corporation
    
    
    
    
    2-Corporation No.
 No de la corporationEXTENDICARE LTD.
    
    
    
    
    
    
    
    11266
 3-The articles of the above-named corporations are amended
follows:
    
    Les statuts de la corporation
ci-haut mentionnée sontmodifiés de la façon suivante:
 see APPENDIX A Date
    
    
    Signature
    
    
    Description of office -Description de poste.November 3, 1981
    
    
    (SIGNATURE)
    
    
    SecretaryFOR DEPARTMENTAL USE ONLY
    
    
    
    
    
    À LUSAGE DU MINISTÈRE
SEULEMENTFiled  Déposée




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##### 



APPENDIX A 1. Amend section 2.6 of the Articles to read as follows: 2.6 financial year means the financial year (other than the special financial year)
adopted from time to time by the Corporation. 2. Add the following section to Article 2 of the Articles: 2.9
special financial year means the period from and
including September 1, 1981 to and
including December 31, 1981. 3. Add the following paragraph to section 4.1 of the Articles: Notwithstanding anything to the contrary herein contained, subject to the prior rights of
the holders of the Preferred Snares, the holders of the Class A Shares shall be entitled
to receive and the Corporation shall pay thereon as and when declared by the directors
out of moneys of the Corporation properly applicable to the payment of dividends, a
non-cumulative preferential cash dividend of, or non-cumulative preferential cash
dividends aggregating 2 1/2 cents per share in the special financial year payable on such
date or dates in such special financial year as the directors shall from time to time
determine. If in the special financial year the directors in their discretion shall not
declare a dividend of 2 1/2 cents per share or dividends aggregating
2 1/2 cents per share
on the Class A Shares, the rights of holders of the Class A Shares to such dividend or
dividends or to any greater dividend than the dividend or dividends actually declared in
such special financial year shall be forever extinguished. No dividend shall be declared
or paid on the Common Shares or the shares of any other class ranking junior to the Class
A Shares in the special financial year unless the preferential dividend or dividends in
the amount of 2 1/2 cents per share for such special financial year shall have been paid on
all the Class A Shares at the time outstanding or shall have been declared and the
payment thereof within such special financial year authorized. 4. Amend section 4.2 of the Articles to read as follows: 4.2
Ordinary dividends on Class A Shares  Subject to the prior rights of holders of
Preferred Shares, whenever in any financial year or the special financial year the
preferential dividend or dividends as provided in section 4.1 shall have been paid on all
the Class A Shares at the time outstanding or shall have been declared and payment thereof
within such financial year or special financial year authorized, the holders of the Class
A Shares shall be entitled in such financial year or special financial year to such
further dividends (if any) as the directors in their discretion may declare; provided,
however, that no such further dividend on the Class A Shares shall be declared unless
contemporaneously therewith the directors shall declare a dividend, payable at the same
time as such dividend on the Class A Shares, on each Common Share in an amount equal to
the amount of dividend payable at that time on each Class A Share. 5. Amend section 5.7 of the Articles to read as follows: 5.7
Dividends on Common Shares  Subject to the prior rights of the holders of
Preferred Shares,
whenever in any financial year or the special financial year the preferential dividend or
dividends as
provided in section 4.1 shall have been paid on all the Class A Shares at the time
outstanding or shall
have been declared and the payment thereof in such financial year or special financial year
authorized,
the holders of Common Shares shall be entitled in such financial year or special financial
year to such
dividends (if any) as the directors in their discretion may declare; provided, however,
that no such
dividend on the Common Shares shall be declared unless contemporaneously therewith the
directors
shall declare a further dividend, payable at the same time as such dividend on the Common
Shares, on
each Class A Share in any amount equal to the amount of the dividend payable at that time
on each Common Share.




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##### 



(CANADA LOGO) Certificate of Amendment
    
    Certificat de modificationCanada Business
Corporation Act
    
    Loi sur les sociétés
commercials canadiennes
  EXTENDICARE LTD./EXTENDICARE LTEE
    
    
    
    11266Name of Corporation 
Dénomination de la société
    
    
    
    Number  NuméroI hereby certify that the Articles of
    
    
    
    Je certifie par les présentes quethe above-mentioned Corporation
    
    
    
    les statuts de la société mention-were amended
    
    
    
    née ci-haut ont été modifiés(a)under section 13 of the Canada
    
    o
    
    (a) en vertu de larticle 13 de la LoiBusiness Corporations Act in ac-
    
    
    
    sur les sociétés commercialescordance with the attached notice;
    
    
    
    canadiennes conformément
à la-vis ci-joint;(b)under Section 27 of the Canada
    
    o
    
    (b) en vertu de larticle 27 de la LoiBusiness Corporations Act as set
    
    
    
    sur les sociétés commercialesout in the attached Articles of
    
    
    
    canadiennes tel  quindiqué dansAmendment designating a series
    
    
    
    les clauses modificatrices ci-join-of shares;
    
    
    
    tes désignant une série
dactions;(c)under Section 171 of the
    
    þ
    
    (c) en vertu de larticle 171 de laCanada Business Corporations Act
    
    
    
    Loi sur les sociétés commercialesas set out in the attached Articles
    
    
    
    canadiennes tel quindiqué dans lesof Amendment;
    
    
    
    clauses modificatrices ci-jointes;(d)under Section 185 of the
    
    o
    
    (d) en vertu de larticle 185 de laCanada Business Corporations Act
    
    
    
    Loi sur les sociétés commercialesas set out in the attached Articles
    
    
    
    canadiennes tel quindiqué dansof Reorganization;
    
    
    
    les clauses de réorganisation ci-jointes;(e)under Section 185.1 of the
    
    o
    
    (e) en vertu de Particle 185.1 de laCanada Business Corporations
    
    
    
    Loi sur les sociétés commercialesAct as set out in the attached
    
    
    
    canadiennes tel  quindiqué dansArticles of Arrangement.
    
    
    
    les   clauses   darrangement   ci-jointes.(SIGNATURE)March 18, 1982Director
 Directeur
    
    
    
    Date of Amendment - date de la modification




---



##### 



CANADA BUSINESS
    
    (LOGO)
    
    LOI SUR LES CORPORATIONSCORPORATIONS ACT
    
    
    
    COMMERCIALES CANADIENNESFORM 4
    
    
    
    FORMULE 4ARTICLES Of AMENDMENT
    
    
    
    STATUTS DE MODIFICATION(SECTION 27 OR 171)
    
    
    
    (ARTICLE 27 OU 171)
 
 1-Name
of Corporation  Nom de la corporation
    
    2-Corporation
No.  No de la corporationEXTENDICARE LTD.- EXTENDICARE LTEE
    
    
    11266
 
 3-The
articles of the above named corporations are amended
    
    Les status de la corporation ci-haut mentionnéeas follows:
    
    sont modifiés de la façon
suivante:
 By amending paragraph 3 thereof by providing for the
terms of the first and second series of Preferred Shares of the Corporation in accordance
with the designations, rights, privileges, restrictions and conditions described in Schedule A
and B hereto, respectively, which Schedules are hereby incorporated into this form.      Date
    
    Signature
    
    Description of Office - Description de PosteMarch 17, 1982
    
    (SIGNATURE)
    
Secretary
   FOR DEPARTMENTAL USE ONLY
    
    À L'USAGE DU MINISTÈRE SEULEMENT
   Filed - DéposéeMarch 18, 1982




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##### 



SCHEDULE A The first series of the Preferred Shares (hereinafter called the Series I Shares) of
the Corporation shall consist of four million and eighty-three thousand (4,083,000) shares and no
more and shall be designated as the Preferred Shares, Series I and in addition to the preferences,
rights, privileges, conditions and restrictions attaching to all of the Preferred Shares as a
class, the preferences, rights, privileges, limitations, conditions and restrictions attaching to
the Series I Shares shall be as follows: 1. The holders of the Series I Shares shall be
entitled to receive, on March 31 of each fiscal year of the
Corporation beginning after November 1, 1983, in the discretion
of the directors but always in preference and priority to
the payment of any dividends on the Common Shares or Class A Shares for such year, out of any or
all profits or surplus lawfully available for dividends, non-cumulative dividends at the rate of
$.01 per share; if at any time after providing for the full dividend on the Series I Shares there
shall remain any profits or surplus lawfully available for dividends, such profits or surplus or
any part thereof may, in the discretion of the directors, be applied to dividends on the Common
Shares and/or Class A Shares; the said dividends on the Series I Shares shall be non-cumulative and
if in any fiscal year the board of directors in its discretion shall not declare the said dividends
or any part thereof on the Series I Shares then the right of the holders of the Series I Shares to
such dividends shall be forever extinguished; the holders of the Series I Shares shall not be
entitled to any dividend other than or in excess of the non-cumulative dividends hereinbefore
provided for. 2. The holders of the Series I Shares shall be entitled to
notice of and to cast one vote in respect of each Series I
Share held at all special and annual meetings of shareholders
of the Corporation except meetings at which only holders of
shares other than Common Shares are entitled to vote. 3. In the event of a liquidation, dissolution or
winding up of the Corporation or the distribution of its
assets among its shareholders by way of return of capital,
the holders of the Series I Shares shall be entitled to
receive an amount per share equal to the amount paid up
thereon, together with all dividends thereon which have been
declared and are unpaid, in priority to any distribution to




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##### 



- 2 - the holders of Common Shares, the Class A Shares or any shares of any other class ranking
junior to the Series I Shares; the holders of the Series I Shares shall not have the right to
any further participation in the assets of the Corporation. 4. Holders of Series I Shares shall have the right at any time after October 15, 1983
up to and including November 15, 1983 to convert each such Series I Share into the number of
Common Shares of the Corporation which is equal to the quotient obtained by dividing the
amount paid up on such Series I Share into an amount (the Conversion Price) equal to the
amount paid up on such Series I Share, as adjusted pursuant to paragraph 5 below; holders of
Series I Shares shall have the right at any time to convert each such Series
I Share into one Series II Share; holders of Series I Shares
desiring to convert such shares into Common Shares or Series
II Shares shall present the certificate or certificates
representing Series I Shares which they desire to convert to
the Corporation at the principal office of the Corporations
transfer agent and registrar for the Common Shares of the
Corporation in Toronto together with a written notice exercising
the right to convert such shares in form satisfactory to the
Corporation, and shall surrender such certificate or certificates and pay any necessary transfer tax and in exchange
therefor shall be entitled to receive from the Corporation a
certificate or certificates for the appropriate number of
Common Shares or Series II Shares, as the case may be;
should such conversion result in a holder being entitled to a fraction of a Common Share, such
holder shall not be entered on the books of the Corporation as a shareholder in respect of such
fraction of a share or receive any share certificate in respect thereof but, subject to the Canada
Business Corporations Act, the Corporation shall, at its option: (a) satisfy such fractional
interest by paying to such holder an amount equal to the same fraction of the price on The Toronto
Stock Exchange for the last board lot trade of Common Shares on the last trading day next preceding
the date of notice of conversion on which a board lot traded, or (b) deliver a transferable
fractional scrip certificate which, on presentation and surrender to the corporation at its
registered office, together with another or other similar scrip certificates aggregating a whole
Common Share, shall entitle the person representing the same to be entered on the books of the
Corporation as the holder of a Common Share and to receive a certificate therefor; if less than all
of the Series I Shares represented by any certificate are to be converted a holder shall be
entitled to receive a new Series




---



##### 



- 3 - I
Share certificate representing the Series I Shares comprised in the original certificate which
are not to be converted; all Common Shares or Series II Shares issued with respect to any
conversion of Series I Shares shall be deemed to be fully paid and non-assessable; upon the
conversion of any Series I Share there shall be no payment or adjustment by the Corporation or by
the holder of any Series I Share on account of any unpaid dividends on the Series I Shares
surrendered for conversion or on account of any dividends on the Common Shares or Series II Shares
issuable upon such conversion. 5. The Conversion Price in effect at any date shall be subject to adjustment from time to time
as follows: (a) If and whenever at any time any Series I Share is outstanding, the Corporation shall: (i)
subdivide the outstanding Common Shares into a greater number of Common Shares, (ii) consolidate
the outstanding Common Shares into a lesser number of Common Shares, or (iii) issue Common Shares
to the holders of all or substantially all of the outstanding Common Shares by way of a stock
dividend (excepting dividends paid in the ordinary course), the Conversion Price shall, on the
effective date of such subdivision or consolidation or on the record date of such stock dividend,
as the case may be, be adjusted to that amount which is in the same proportion to the Conversion
Price in effect immediately prior to such subdivision, consolidation or stock dividend as the
aggregate number of outstanding Common Shares before giving effect to such subdivision,
consolidation or stock dividend bears to the aggregate number of outstanding Common Shares after
giving effect to such subdivision, consolidation or stock dividend; such adjustment shall be made
successively whenever any event referred to in this subparagraph (a) shall occur; any such issue of
Common Shares by way of stock dividend shall be deemed to have been made on the record date for the
stock dividend for the purpose of calculating the number of outstanding Common Shares under
subparagraphs (b) and (c) of this paragraph 5; for the purposes of this subparagraph (a) and of
subparagraph (c) of this paragraph 5, dividends paid in the ordinary course means cash dividends
paid on the Common Shares in any fiscal year of the Corporation provided that where shares in the
capital of the Corporation are distributed to a holder of Common Shares pursuant to his exercise of
an option to receive a dividend in the form of such shares in lieu of a cash dividend, such
dividend shall




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##### 



- 4 - be deemed to be a cash dividend if the value at which such shares are issued in satisfaction
of such stock dividend is not less than 95% of the Current Market Price of the Common Shares at the
time of payment thereof. (b) If and whenever at any time while any Series I
Share is outstanding, the Corporation shall fix a record
date for the issuance of rights or warrants to all or substantially all the holders of the outstanding Common Shares
entitling them, for a period expiring not more than 45 days
after such record date, to subscribe for or purchase Common
Shares (or securities convertible into Common Shares) at a
price per share (or having a conversion or exchange price
per share) less than the Current Market Price (as defined in
subparagraph (e) of this paragraph 5) on such record date,
the Conversion Price shall be adjusted immediately after
such record date so that it shall equal the price determined
by multiplying the Conversion Price in effect on such record
date by a fraction of which the numerator shall be the total
number of Common Shares outstanding on such record date plus
a number of Common Shares equal to the number arrived at by
dividing the aggregate price (including any consideration
paid or payable for the rights or warrants) of the total
number of additional Common Shares offered for subscription
or purchase (or the aggregate conversion or exchange price
of the convertible securities so offered) by such Current
Market Price, and of which the denominator shall be the
aggregate number of Common Shares outstanding on such record
date plus the total number of additional Common Shares
offered for subscription or purchase (or into which the
convertible securities so offered are convertible); Common
Shares owned by or held for the account of the Corporation
or any subsidiary of the Corporation shall be deemed not to
be outstanding for the purpose of any such computation; such
adjustment shall be made successively whenever such a record
date is fixed; to the extent that any rights or warrants are
not so issued or any such rights or warrants are not exercised
prior to the expiration thereof, the Conversion Price shall
then be readjusted to the Conversion Price which would then
be in effect if such record date had not been fixed or to
the Conversion Price which would then be in effect based upon the number of Common Shares (or
securities convertible into Common Shares) actually issued upon the exercise of such rights or
warrants, as the case may be. (c) If and whenever at any time while any Series I
Share is outstanding, the Corporation shall fix a record
date for the making of a distribution to all or substantially




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##### 



- 5 - all the holders of its outstanding Common Shares of (i) shares of any class other than
Common Shares whether of the Corporation or any other corporation, or (ii) rights, options or
warrants (excluding those referred to in subparagraph (b) of this paragraph 5 or (iii) evidences of
its indebtedness, or (iv) assets (excluding dividends paid in the ordinary course) then, in each
such case, the Conversion Price shall be adjusted immediately after such record date so that it
shall equal the price determined by multiplying the Conversion Price in effect on such record date
by a fraction, of which the numerator shall be the total number of Common Shares outstanding on
such record date multiplied by the Current Market Price on such record date, less the aggregate
fair market value (as determined by the board of directors in good faith) of such shares or rights,
options or warrants or evidences of indebtedness or assets so distributed, and of which the
denominator shall be the total number of Common Shares outstanding on such record date multiplied
by such Current Market Price; any Common Shares owned by or held for the account of the Corporation
or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any
such computation; such adjustment shall be made successively whenever such a record date is fixed;
to the extent that such distribution is not so made, the Conversion Price shall then be readjusted
to the Conversion Price which would then be in effect if such record date had not been fixed or to
the Conversion Price which would then be in effect based upon such shares or rights, options or
warrants or evidences of indebtedness or assets actually distributed, as the case may be. (d) There will be no adjustment of the Conversion
Price in respect of any event described in subparagraph (b)
or (c) of this paragraph 5 if the holders of the Series I
Shares are allowed to participate as though they had converted
their Series I Shares prior to the applicable record date or
effective date. (e) For the purpose of any computation under subparagraphs (b) or (c) of this paragraph 5, the Current Market
Price at any date means, in relation to a Common Share,
the weighted average price per share for Common Shares for
any 30 consecutive trading days selected by the Corporation
commencing not more than 45 trading days before such date on
The Toronto Stock Exchange, or, if the shares in respect of
which a determination of Current Market Price is being made
are not listed thereon, on such stock exchange on which such




---



##### 



- 6 - shares are listed as may be selected for such purpose by the board of directors or, if such shares
are not listed on any stock exchange, then on the over-the-counter market; the weighted average
price per share shall be determined by dividing the aggregate sale price of all such shares sold on
the said exchange or market, as the case may be, during the said 30 consecutive trading days by the
total number of such shares so sold. (f) In case of any reclassification of the Common
Shares or Series II Shares at any time outstanding or
change of the Common Shares or Series II Shares into other shares, or in case of the reconstruction, reorganization,
consolidation, amalgamation or merger of the Corporation
with or into any other corporation (other than a consolidation, amalgamation or merger which does
not result in a reclassification of the outstanding Common Shares or Series II Shares or a change
of the Common Shares or Series II Shares into other shares), or in case of any transfer of the
undertaking or assets of the Corporation as an entirety or substantially as an entirety to another
corporation, at any time before November 15, 1983, the holder of Series I Shares who thereafter
shall convert such Series I Shares shall be entitled to receive, and shall accept, in lieu of the
number of Common Shares or Series II Shares to which he was theretofore entitled upon such
conversion, the kind and amount of shares and other securities or property which such holder would
have been entitled to receive as a result of such reconstruction, reorganization, reclassification,
change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had
been the registered holder of the number of Common Shares or Series II Shares, as the case may be,
to which he was theretofore entitled upon conversion; the subdivision or consolidation of the
Common Shares or Series II Shares at any time outstanding into a greater or lesser number of Common
Shares or Series II Shares shall be deemed not to be a reclassification or change of the Common
Shares or Series II Shares into other shares of the Corporation for the purposes of this
subparagraph (f). (g) In any case in which this paragraph 5 shall require
that an adjustment shall become effective immediately after
a record date for an event referred to herein, the Corporation may defer, until the occurrence of
such event, issuing to the holder of any Series I Share converted after such record date and before
the occurrence of such event the additional Common Shares issuable upon such conversion by reason
of the




---



##### 



- 7 - adjustment required by such event before giving effect to such adjustment; provided, that the
Corporation shall deliver to such holder an appropriate instrument evidencing such holders right
to receive such additional Common Shares upon the occurrence of the event requiring such
adjustment and the right to receive any distributions made on such additional Common Shares
declared in favour of holders of record of Common Shares on and after the date of such conversion
or such later date as such holder would, but for the provisions of this subparagraph (g), have
become the holder of record of such additional Common Shares pursuant to this paragraph 5. (h) The adjustments provided for in this paragraph 5 are cumulative, shall, in the case of
adjustments to the Conversion Price, be computed to the nearest one-tenth of one cent and shall
apply (without duplication) to successive subdivisions, consolidations, distributions, issuances
or other events resulting in any adjustment under the provisions of this paragraph 5, provided
that, notwithstanding any other provision of this paragraph 5, no adjustment of the Conversion
Price shall be required unless such adjustment would require an increase or decrease of at least
1% in the Conversion Price then in effect; provided however, that any adjustments which by reason
of this subparagraph (h) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. (i) In the event of any question arising with respect to the adjustments provided in
this paragraph, such question shall be conclusively determined by a firm of chartered
accountants appointed by the Corporation (who may be the auditors of the Corporation); such
accountants shall have access to all necessary records of the Corporation and such
determination shall be binding upon the Corporation. 6. Subject to the provisions of the Canada Business Corporations Act, the terms hereof
and the foregoing paragraphs may be altered, amended or repealed or the application thereof
suspended in any particular case and changes made in the rights, privileges, restrictions and
conditions attaching to the said Series I Shares by articles of amendment, but no such alteration,
amendment, repeal or suspension shall be adopted until approved by special resolution passed by the
votes of the holders of at least 2/3 of the said Series I Shares then outstanding, at a meeting
specially called for the purpose.




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##### 



SCHEDULE B The second series of the Preferred Shares (hereinafter called the Series II Shares)
of the Corporation shall consist of four million and five hundred thousand (4,500,000) shares and
no more and shall be designated as the Preferred Shares, Series II and in addition to the
preferences, rights, privileges, conditions and restrictions attaching to all of the Preferred
Shares as a class, the preferences, rights, privileges, limitations, conditions and restrictions
attaching to the Series II Shares shall be as follows: 1. The holders of the Series II Shares shall be entitled to receive, on March 31 of each
fiscal year of the Corporation beginning after November 1, 1983, in the discretion of the
directors but always in preference and priority to the payment of any dividends on the Common
Shares or Class A Shares for such year, out of any or all profits or surplus lawfully available
for dividends, non-cumulative dividends at the rate of $.01 per share; if at any time after
providing for the full dividend on the Series II Shares there shall remain any profits or surplus
lawfully available for dividends, such profits or surplus or any part thereof may, in the
discretion of the directors, be applied to dividends on the Common Shares and/or Class A Shares;
the said dividends on the Series II Shares shall be non-cumulative and if in any fiscal year the
board of directors in its discretion shall not declare the said dividends or any part thereof on
the Series II Shares then the right of the holders of the Series II Shares to such dividends shall
be forever extinguished; the holders of the Series II Shares shall not be entitled to any dividend
other than or in excess of the non-cumulative dividends hereinbefore provided for. 2. The holders of Series II Shares, as such, shall not be entitled (except as otherwise
provided in the Canada Business Corporations Act) to receive notice of or to attend any meeting
of shareholders or to vote at any such meeting for any purpose. 3. In the event of a liquidation, dissolution or winding up of the Corporation or the
distribution of its assets among its shareholders by way of return of capital, the holders of the
Series II Shares shall be entitled to receive an amount per share equal to the amount paid up
thereon, together with all dividends thereon which have been declared and are unpaid, in priority
to any distribution to




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##### 



- 2 - the holders of Common Shares, the Class A Shares or any shares of any other class ranking
junior to the Series II Shares; the holders of the Series II Shares shall not have the right
to any further participation in the assets of the Corporation. 4. Holders of Series II Shares shall have the right at any time after October 15, 1983 up to
and including November 15, 1983 to convert each such Series II Share into the number of Class A
Shares of the Corporation which is equal to the quotient obtained by dividing the amount paid up on
such Series II Share into an amount (the Conversion Price) equal to the amount paid up on such
Series II Share, as adjusted pursuant to paragraph 5 below; holders of Series II Shares desiring to
convert such shares into Class A Shares shall present the certificate or certificates representing
Series II Shares which they desire to convert to the Corporation at the principal office of the
Corporations transfer agent and registrar in Toronto together with a written notice exercising the
right to convert such shares in form satisfactory to the Corporation, and shall surrender such
certificate or certificates and pay any necessary transfer tax and in exchange therefor shall be
entitled to receive from the Corporation a certificate or certificates for the appropriate number
of Class A Shares; should such conversion result in a holder being entitled to a fraction of a
Class A Share, such holder shall not be entered on the books of the Corporation as a shareholder in
respect of such fraction of a share or receive any share certificate in respect thereof but,
subject to the Canada Business Corporations Act, the Corporation shall, at its option: (a) satisfy
such fractional interest by paying to such holder an amount equal to the same fraction of the price
on The Toronto Stock Exchange for the last board lot trade of Class A Shares on the last trading
day next preceding the date of notice of conversion on which a board lot traded, or (b) deliver a
transferable fractional scrip certificate which, on presentation and surrender to the Corporation
at its registered office, together with another or other similar scrip certificates aggregating a
whole Class A Share, shall entitle the person representing the same to be entered on the books of
the Corporation as the holder of a Class A Share and to receive a certificate therefor; if less
than all of the Series II Shares represented by any certificate are to be converted a holder shall
be entitled to receive a new Series II Share certificate representing the Series II Shares
comprised in the original certificate which are not




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##### 



- 3 - to be converted; all Class A Shares issued with respect to any conversion of Series II Shares shall
be deemed to be fully paid and non-assessable; upon the conversion of any Series II Share there
shall be no payment or adjustment by the Corporation or by the holder of any Series II Share on
account of any unpaid dividends on the Series II Shares surrendered for conversion or on account of
any dividends on the Class A Shares issuable upon such conversion. 5. The Conversion Price in effect at any date shall be subject to adjustment from time to
tine as follows: (a) If and whenever at any time any Series II Share is outstanding, the Corporation shall:
(i) subdivide the outstanding Class A Shares into a greater number of Class A Shares, (ii)
consolidate the outstanding Class A Shares into a lesser number of Class A Shares, or (iii) issue
Class A Shares to the holders of all or substantially all of the outstanding Class A Shares by way
of a stock dividend (excepting dividends paid in the ordinary course), the Conversion Price shall,
on the effective date of such subdivision or consolidation or on the record date of such stock
dividend, as the case may be, be adjusted to that amount which is in the same proportion to the
Conversion Price in effect immediately prior to such subdivision, consolidation or stock dividend
as the aggregate number of outstanding Class A Shares before giving effect to such subdivision,
consolidation or stock dividend bears to the aggregate number of outstanding Class A Shares after
giving effect to such subdivision, consolidation or stock dividend; such adjustment shall be made
successively whenever any event referred to in this subparagraph (a) shall occur; any such issue of
Class A Shares by way of stock dividend shall be deemed to have been made on the record date for
the stock dividend for the purpose of calculating the number of outstanding Class A Shares under
subparagraphs (b) and (c) of this paragraph 5; for the purposes of this subparagraph (a) and of
subparagraph (c) of this paragraph 5, dividends paid in the ordinary course means cash
dividends paid on the Class A Shares in any fiscal year of the Corporation provided that where
shares in the capital of the Corporation are distributed to a holder of Class A Shares pursuant to
his exercise of an option to receive a dividend in the form of such shares in lieu of a cash
dividend, such dividend shall be deemed to be a cash dividend if the value at which such shares are
issued in satisfaction of such stock dividend is not less than 95% of the Current Market Price of
the Class A Shares at the time of payment thereof.




---



##### 



- 4 - (b) If and whenever at any time while any Series II
Share is outstanding, the Corporation shall fix a record
date for the issuance of rights or warrants to all or substantially all the holders of the outstanding Class A Shares
entitling them, for a period expiring not more than 45 days
after such record date, to subscribe for or purchase Class A
Shares (or securities convertible into Class A Shares) at a
price per share (or having a conversion or exchange price
per share) less than the Current Market Price (as defined in
subparagraph (e) of this paragraph 5) on such record date,
the Conversion Price shall be adjusted immediately after
such record date so that it shall equal the price determined
by multiplying the Conversion Price in effect on such record
date by a fraction of which the numerator shall be the total
number of Class A Shares outstanding on such record date
plus a number of Class A Shares equal to the number arrived
at by dividing the aggregate price (including any consideration paid or payable for the rights or
warrants) of the total number of additional Class A Shares offered for subscription or purchase (or
the aggregate conversion or exchange price of the convertible securities so offered) by such
Current Market Price, and of which the denominator shall be the aggregate number of Class A Shares
outstanding on such record date plus the total number of additional Class A Shares offered for
subscription or purchase (or into which the convertible securities so offered are convertible);
Class A Shares owned by or held for the account of the Corporation or any subsidiary of the
Corporation shall be deemed not to be outstanding for the purpose of any such computation; such
adjustment shall be made successively whenever such a record date is fixed; to the extent that any
rights or warrants are not so issued or any such rights or warrants are not exercised prior to the
expiration thereof, the Conversion Price shall then be readjusted to the Conversion Price which
would then be in effect if such record date had not been fixed or to the Conversion Price which
would then be in effect based upon the number of Class A Shares (or securities convertible into
Class A Shares) actually issued upon the exercise of such rights or warrants, as the case may be. (c) If and whenever at any time while any Series II
Share is outstanding, the Corporation shall fix a
record
date for the making of a distribution to all or
substantially
all the holders of its outstanding Class A Shares
of (i) shares of any class other than Class A Shares
whether of the
Corporation or any other corporation, or (ii)
rights, options
or warrants (excluding those referred to in
subparagraph (b)
of this paragraph 5 or (iii) evidences of its
indebtedness,




---



##### 



- 5 - or (iv) assets (excluding dividends paid in the ordinary course) then, in each such case,
the Conversion Price shall be adjusted immediately after such record date so that it shall equal
the price determined by multiplying the Conversion Price in effect on such record date by a
fraction, of which the numerator shall be the total number of Class A Shares outstanding on such
record date multiplied by the Current Market Price on such record date, less the aggregate fair
market value (as determined by the board of directors in good faith) of such shares or rights,
options or warrants or evidences of indebtedness or assets, so distributed, and of which the
denominator shall be the total number of Class A Shares outstanding on such record date multiplied
by such Current Market Price; any Class A Shares owned by or held for the account of the
Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the
purpose of any such computation; such adjustment shall be made successively whenever such a record
date is fixed; to the extent that such distribution is not so made, the Conversion Price shall then
be readjusted to the Conversion Price which would then be in effect if such record date had not
been fixed or to the Conversion Price which would then be in effect based upon such shares or
rights, options or warrants or evidences of indebtedness or assets actually distributed, as the
case may be. (d) There will be no adjustment of the Conversion
Price in respect of any event described in subparagraph (b)
or (c) of this paragraph 5 if the holders of the Series II
Shares are allowed to participate as though they had converted
their Series II Shares prior to the applicable record date
or effective date. (e) For the purpose of any computation under subparagraphs (b) or (c) of this paragraph 5, the Current Market
Price at any date means, in relation to a Class A Share,
the weighted average price per share for Class A Shares for
any 30 consecutive trading days selected by the Corporation
commencing not more than 45 trading days before such date on
The Toronto Stock Exchange, or, if the shares in respect of
which a determination of Current Market Price is being made
are not listed thereon, on such stock exchange on which such
shares are listed as may be selected for such purpose by the
board of directors or, if such shares are not listed on any
stock exchange, then on the over-the-counter market; the
weighted average price per share shall be determined by
dividing the aggregate sale price of all such shares sold on
the said exchange or market, as the case may be, during the
said 30 consecutive trading days by the total number of such shares so sold.




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##### 



- 6 - (f) In case of any reclassification of the Class A Shares at any time outstanding or change of
the Class A Shares into other shares, or in the case of the reconstruction, reorganization,
consolidation, amalgamation or merger of the Corporation with or into any other corporation (other
than a consolidation, amalgamation or merger which does not result in a reclassification of the
outstanding Class A Shares or a change of the Class A Shares into other shares), or in case of any
transfer of the undertaking or assets of the Corporation as an entirety or substantially as an
entirety to another corporation, at any time before November 15, 1983, the holder of Series II
Shares who thereafter shall convert such Series II Shares shall be entitled to receive, and shall
accept, in lieu of the number of Class A Shares to which he was theretofore entitled upon such
conversion, the kind and amount of shares and other securities of property which such holder would
have been entitled to receive as a result of such reconstruction, reorganization, reclassification,
change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had
been the registered holder of the number of Class A Shares, as the case may be, to which he was
theretofore entitled upon conversion; the subdivision or consolidation of the Class A Shares at any
time outstanding into a greater or lesser number of Class A Shares shall be deemed not to be a
reclassification or change of the Class A Shares into other shares of the Corporation for the
purposes of this subparagraph (f). (g) In any case in which this paragraph 5 shall require that an adjustment shall become
effective immediately after a record date for an event referred to herein, the Corporation may
defer, until the occurrence of such event, issuing to the holder of any Series II Share converted
after such record date and before the occurrence of such event the additional Class A Shares
issuable upon such conversion by reason of the adjustment required by such event before giving
effect to such adjustment; provided, that the Corporation shall deliver to such holder an
appropriate instrument evidencing such holders right to receive such additional Class A Shares
upon the occurrence of the event requiring such adjustment and the right to receive any
distributions made on such additional Class A Shares declared in favour of holders of record of
Class A Shares on and after the date of such conversion or such later date as such holder would,
but for the provisions of this subparagraph (g), have become the holder of record of such
additional Class A Shares pursuant to this paragraph 5.




---



##### 



- 7 - (h) The adjustments provided for in this paragraph 5 are cumulative, shall, in the case
of adjustments to the Conversion Price, be computed to the nearest one-tenth of one cent and shall
apply (without duplication) to successive subdivisions, consolidations, distributions, issuances or
other events resulting in any adjustment under the provisions of this paragraph 5, provided that,
notwithstanding any other provision of this paragraph 5, no adjustment of the Conversion Price
shall be required unless such adjustment would require an increase or decrease of at least 1% in
the Conversion Price then in effect; provided however, that any adjustments which by reason of this
subparagraph (h) are not required to be made shall be carried forward and taken into account in any
subsequent adjustment. (i) In the event of any question arising with respect to the adjustments provided in this
paragraph, such question shall be conclusively determined by a firm of chartered accountants
appointed by the Corporation (who may be the auditors of the Corporation); such accountants shall
have access to all necessary records of the Corporation and such determination shall be binding
upon the Corporation. 6. Subject to the provisions of the Canada Business Corporations Act, the terms hereof
and the foregoing paragraphs may be altered, amended or repealed or the application thereof
suspended in any particular case and changes made in the rights, privileges, restrictions and
conditions attaching to the said Series II Shares by articles of amendment, but no such alteration,
amendment, repeal or suspension shall be adopted until approved by special resolution passed by the
votes of the holders of at least 2/3 of the said Series II Shares then outstanding, at a meeting
specially called for the purpose.




---



##### 



CANADA BUSINESS
CORPORATION ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
    
    (LOGO)
    
    LOI SUR LES SOCIÉTÉS
COMMERCIALS CANADIENNES
FORMULE 4
CLAUSES MODIFICATRICES
(ARTICLE 27 OU 171)
 1
-Name of Corporation- Dénomination de la société
    
    
    2 -Corporation
No. -No de la sociétéEXTENDICARE LTD.  EXTENDICARE LTEE
    
    
    
    11266
 3 -The articles of the above-named
corporation are amended as follows:
    
    Les status de la société ci-haut
mentionnée sont modifiés de la façon survante:
  1.
    The Article of Continuance (the Articles) of the Corporation be and
are hereby amended as follows: Wherever there is a reference to the term Class A Shares or Class A shares
anywhere in the Articles, the words Non-voting shall be
deemed to be inserted
prior thereto so that thereafter any reference to Class A Shares or Class A shares
in the Articles shall be to Non-voting Class A Shares or Non-voting Class A shares, as the case may be.  2.
    The provisions of Article 4 of clause 3 of the Articles, be and are hereby
amended by deleting the provisions of Article 4.3 thereof and inserting the following: 4.3 Voting  The holders of Non-voting Class A shares, as such, shall be
entitled to receive notice of and to attend any meeting of
shareholders but
shall not be entitled (except as otherwise provided in the Act) to vote at any
such meeting for any purpose. Date
    
    
    Signature
    
    
    Description of Office- Description du posteJune 3, 1983
    
    

(SIGNATURE)
    
    
    Vice-President and Corporate SecretaryFOR DEPARTMENTAL USE ONLY
    
    
    
    
    

À
LUSAGE DU MINISTÈRE SEULEMENTFiled- DeposéeJune 16, 1983




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##### 



(CANADA LOGO) Certificate of Amendment
    
    Certificat de modificationCanada Business
    
    Loi sur les sociétésCorporations Act
    
    commerciales canadiennes
  CROWNX INC.
    
    11266-6Name
of corporation  Dénomination de la société
    
    Number  Numéro
 1 hereby certify that the Articles of the above-mentioned
Corporation were amended
    
    
    
    Je certifte par les présentes
que les statuts
de la société mentionnée ci-haut ont été modifies(a) under Section 13 of the Canada Business Corporations
Act in accordance with the attached notice;
    
    o
    
    (a) en vertu de larticle 13
de la Loi sur les sociétés commerciales canadiennes
conformément à lavis ci-joint:(b) under Section 27 of the Canada Business Corporations
Act as set out in the attached Articles of Amendment designating
a series of shares:
    
    o
    
    (b) en vertu de larticle 27
de la Loi sur les sociétés commerciales canadiennes tel quindiqué dans
les clauses modificatrices ci-jointes désignant une
série dactions;(c) under Section 171 of the Canada Business Corporations
Act as set out in the attached Articles of Amendment;
    
    þ
    
    (c) en vertu de l'article 171 de la Loi sur les
sociétés commerciales canadiennes tel quindiqué dans
les clauses modificatrices ci-jointes:(d) under Section 185 of the Canada Business Corporations
Act as set out in the attached Articles of Reorganization.
    
    o
    
    (d) en vertu de larticle 185 de la Loi sur les
sociétés commerciales canadiennes tel quindiqué dans
les clauses de réorganisation ci-jointes:(e) under Section 185.1 of the Canada Business
Corporations Act as set out in the attached Articles of Arrangement.
    
    o
    
    (e) en vertu de larticle 185.1 de la Loi sur
les sociétés commerciales canadiennes tel quindiqué
dans les clauses darrangement ci-jointes.
 (SIGNATURE)Director   Directeur
    
    November 29, 1983Date
of Amendment -Date de la modification




---



##### 



CANADA BUSINESS
CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
    
    (LOGO)
    
    LOI SUR LES SOCIÉTÉS
COMMERCIALS CANADIENNES
FORMULE 4
CLAUSES MODIFICATRICES
(ARTICLE 27 OU 171)
 1
-Name of Corporation- Dénomination de la société
    
    
    2 -Corporation No. -No de la sociétéEXTENDICARE LTD.
    
    
    11266-6
 3 -The articles of the above-named
corporation are amended as follows:
    
    Les statuts de la société ci-haut
mentionnée sont modifiés de la façon survante:
 The name of the corporation be changed to Crownx Inc. Date
    
    
    Signature
    
    
    Description of Office- Description du posteNovember 29/83
    
    

(SIGNATURE)
    
    
    B. J. Hutzel  Vice-President and SecretaryFOR DEPARTMENTAL USE ONLY
    
    
    
    
    

À
L'USAGE DU MINISTÈRE SEULEMENTFiled- Déposée29/11/83




---



##### 



(CANADA LOGO) Certificate of Amendment
    
    Certificat de modificationCanada Business
    
    Loi sur les sociétéCorporations Act
    
    commerciales canadiennes
 CROWNX INC.
    
    011266-6Name
of corporation  Dénomination de la société
    
    Number  Numéro
 I hereby certify that the Articles of the
above-mentioned Corporation were amended
    
    
    
    Je certifie par les présentes que les statuts de la
société mentionnée ci-haut ont été
modifiés(a) under Section 13 of the Canada Business
Corporations Act in accordance with the attached
notice;
    
    o
    
    (a) en vertu de larticle 13 de la Loi sur les
sociétés commerciales canadiennes conformément à lavis
ci-joint;(b) under Section 27 of the Canada Business
Corporations Act as set out in the attached Articles of
Amendment designating a series of shares;
    
    þ
    
    (b) en vertu de larticle 27 de la Loi sur les
sociétés commerciales canadiennes tel quindiqué dans les
clauses modificatrices ci-jointes désignant une série
dactions;(c) under Section 171 of the Canada Business
Corporations Act as set out in the attached Articles of
Amendment;
    
    o
    
    (c) en vertu de larticle 171 de la Loi sur les
sociétés commerciales canadiennes tel quindiqué dans les
clauses modificatrices ci-jointes:(d) under Section 185 of the Canada Business
Corporations Act as set out in the attached Articles of
Reorganization.
    
    o
    
    (d) en vertu de larticle 185 de la Loi sur les
sociétés commerciales canadiennes tel quindiqué dans les
clauses de réorganisation ci-jointes;(e) under Section 185.1 of the Canada Business
Corporations Act as set out in the attached Articles of
Arrangement.
    
    o
    
    (e) en vertu de larticle 185.1 de la Loi sur les
sociétés commerciales canadiennes tel quindiqué dans les
 clauses darrangement ci-jointes.
 (SIGNATURE)Director   Directeur
    
    April 3, 1985Date
of Amendment -Date de la modification




---



##### 



CANADA BUSINESS
CORPORATION ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
    
    (LOGO)
    
    LOI SUR LES SOCIÉTÉS
COMMERCIALS CANADIENNES
FORMULE 4
CLAUSES MODIFICATRICES
(ARTICLE 27 OU 171)
  1 -Name
of Corporation- Dénomination de la société
    
    
    2 -Corporation No. -No de la
sociétéCROWNX INC.
    
    
    011266-6
 3 -The articles of the above-named
corporation are amended as follows:
    
    Les status de la société ci-haut
mentionnée sont modifiés de la façon suivante:
 Pursuant to paragraph 3 thereof by fixing the number of shares in, and determining the designation, rights, privileges,
restrictions and conditions attaching to, the third series of Preferred
Shares of the Corporation as set out in Schedule A hereto, which
Schedule is hereby incorporated into this form. Date
    
    
    Signature
    
    
    Description of Office- Description du posteApril 3, 1985
    
    
    (SIGNATURE)
    
    
    Executive Vice-President, FinanceFOR DEPARTMENTAL USE ONLY
    
    
    
    
    

À
LUSAGE DU MINISTÈRE SEULEMENTFiled- Déposée
               
April 3, 1985




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##### 



Schedule A CROWNX INC. Resolution of the directors of Crownx Inc. (the Corporation) fixing the number and
designating the rights, privileges, restrictions and conditions attaching to the Convertible
Preferred Shares, Series I. WHEREAS the Corporations share capital includes an unlimited number of Preferred Shares
without nominal or par value, which Preferred Shares may be issued in one or more series with the
directors of the Corporation being entitled by resolution to fix the number of shares in each
series and to designate the rights, privileges, restrictions and conditions attaching to the shares
of each series; AND WHEREAS the directors had by resolution fixed 4,083,000 Preferred Shares as the Preferred
Shares, Series I; AND WHEREAS all the Preferred Shares, Series I have been issued by the Corporation and
subsequently purchased or otherwise acquired by the Corporation and cancelled so that there are
presently no Preferred Shares, Series I authorized; RESOLVED THAT: The
third series of the Preferred Shares (hereinafter called the Series I Shares) of
the Corporation shall consist of four million (4,000,000) shares and no more and shall be
designated as the Convertible Preferred Shares, Series I and in addition to the preferences,
rights, privileges, restrictions and conditions attaching to all of the Preferred Shares as a
class, the rights, privileges, restrictions and conditions attaching to the Series I Shares shall
be as follows:




---



##### 



- 2 - 1.Dividends 1.1 Payment of Dividends The holders of the Series I Shares shall be entitled to receive, and the Corporation shall pay
thereon, as and when declared by the directors of the Corporation, out of monies of the Corporation
properly applicable to the payment of dividends, fixed cumulative preferential cash dividends of
$2.00 per share per annum, payable in equal quarterly amounts insofar as is practicable (except for
the quarterly dividend payable on May 15, 1985) in lawful money of Canada, on the fifteenth day of
each of the months of February, May, August and November in each year (the Dividend Payment
Dates), the first Dividend Payment Date to be May 15, 1985. Dividends on the Series I Shares shall
accrue from day to day from the date of issue thereof. The amount of the dividend for any period which is less than a full quarter year with respect
to any Series I Share: (i) which is issued, redeemed, purchased or converted during a quarter; or(ii) where assets of the Corporation are distributed to the holders of the Series I
Shares pursuant to clause 6 hereof during a quarter;
 shall be equal to the amount (rounded to the nearest 1/100th of one cent) calculated by multiplying
$0.50 by a fraction of which the numerator is the number of days in such quarter that such share
has been outstanding (including the date of issue or the Dividend Payment Date at the beginning of
such quarter if such share was outstanding on that date and excluding the date of redemption,
purchase, conversion or distribution or the Dividend Payment Date at the end of such quarter if
such share was outstanding on that date) and the denominator is the number of days in such quarter
(including the Dividend Payment Date at the beginning thereof and excluding the Dividend Payment
Date at the end thereof).




---



##### 



- 3 - 1.2 Method of Payment Cheques payable in lawful money of Canada at par at any branch in Canada of the Corporations
bankers for the time being shall be issued in respect of the dividends on the Series I Shares (less
any tax required to be withheld by the Corporation). The mailing on or before any Dividend Payment
Date of such a cheque, payable on such Dividend Payment Date, to a holder of Series I Shares shall
be deemed to be payment of the dividends represented thereby unless the cheque is not paid upon
presentation. Dividends which are represented by a cheque which has not been presented to the
Corporations bankers for payment or that otherwise remain unclaimed for a period of 6 years from
the date on which they were declared to be payable shall be forfeited to the Corporation. 1.3 Cumulative Payment of Dividends If on any Dividend Payment Date the dividends accrued to such date are not paid in full on all
of the Series I Shares then outstanding, such dividends, or the unpaid part thereof, shall be paid
on a subsequent date or dates determined by the directors of the Corporation on which the
Corporation shall have sufficient monies properly applicable to the payment of such dividends. The
holders of Series I Shares shall not be entitled to any dividends other than or in excess of the
fixed cumulative preferential cash dividends provided for herein. 2.Redemption 2.1 Optional Redemption Except as hereinafter provided in paragraph 2.3 hereof, the Series I Shares shall not be
redeemable at the option of the Corporation prior to October 15, 1990. On or after October 15,
1990, but subject to the provisions of this clause 2 and of clauses 5 and 6 hereof and to the
rights, privileges, preferences, restrictions and conditions attaching to any shares of the
Corporation ranking prior the Series I Shares, the Corporation may, upon giving notice as




---



##### 



- 4 - hereinafter provided, redeem at any time the whole or from tine to time any part of the then
outstanding Series I Shares, on payment for each share to be redeemed of $25.00 together with an
amount equal to all dividends, if any, accrued and unpaid thereon up to but not including the
redemption date (the whole amount constituting and being hereinafter referred to as the Redemption
Price). 2.2 Partial Redemption In case a part only of the Series I Shares is at any time to be redeemed, the shares so
to be redeemed shall be selected by lot or, if the directors of the Corporation so determine, on a
pro rata basis, disregarding fractions, according to the number of Series I Shares held by each of
the registered holders thereof. If a part only of the Series I Shares represented by any
certificate shall be redeemed, a new certificate representing the balance of such shares shall be
issued to the holder thereof at the expense of the Corporation upon presentation and surrender of
the first mentioned certificate. 2.3 Total Redemption If at any time there are issued and outstanding less than 400,000 Series I Shares,
subject to the provisions of this paragraph 2.3 and paragraph 2.4 hereof and to the rights,
privileges, restrictions and conditions attaching to any shares of the Corporation ranking prior to
the Series I Shares, the Corporation may, upon giving notice as hereinafter provided, redeem all,
but not less than all, of the Series I Shares then outstanding at a price of $25.00 per share
together with an amount equal to all dividends, if any, accrued and unpaid thereon up to but not
including the redemption date (the whole amount constituting and being hereinafter referred to as
the Redemption Price). 2.4 Method of Redemption In any case of redemption of Series I Shares, the Corporation shall, not less than 30
nor more than 60 days before the date specified for redemption, send by prepaid mail or deliver to
each person who at the date of such mailing or delivery is a registered holder of Series I Shares
to




---



##### 



- 5 - be redeemed a notice in writing of the intention of the Corporation to redeem such Series I
Shares. Accidental failure or omission to give such notice to one or more holders shall not affect
the validity of such redemption, but upon such failure or omission being discovered notice shall be
given forthwith to such holder or holders and shall have the same force and effect as if given in
due time. Such notice shall set out the number of Series I Shares held by the person to whom it is
addressed which are to be redeemed, the Redemption Price, the date specified for redemption, the
place or places within Canada at which holders of Series I Shares may present and surrender such
shares for redemption, whether the Series I Shares are convertible into Non-voting Class A Shares
at any time after the date of the mailing of the notice and prior to the date specified for
redemption, and the place or places within Canada at which holders of Series Shares may present
and surrender such shares for conversion. On and after the date so specified for redemption, the
Corporation shall pay or cause to be paid to or to the order of the registered holders of the
Series I Shares to be redeemed the Redemption Price of such shares on presentation and surrender,
at the registered office of the Corporation or any other place or places within Canada specified in
such notice of redemption, of the certificate or certificates representing the Series I Shares
called for redemption. Payment in respect of Series I Shares being redeemed shall be made by
cheques payable to the registered holders thereof in lawful money of Canada at par at any branch in
Canada of the Corporations bankers for the time being. The Corporation shall have the right at any
time after the mailing or delivery of notice of its intention to redeem Series I Shares to deposit
the Redemption Price of the Series I Shares so called for redemption, or of such of the Series I
Shares which are represented by certificates which have not at the date of such deposit been
surrendered by the holders thereof in connection with such redemption, or which have not at the
date of such deposit been surrendered by the holders thereof for conversion into Non-voting Class A
Shares of the Corporation if the Series I Shares are convertible into such class at that time, to a
special account in any chartered bank or any trust company in Canada named in such notice or in a
subsequent notice to the holders of the shares in respect of which the deposit is made, to be paid
without interest to or to the order of the respective holders of Series I Shares called for
redemption upon presentation and surrender to such bank or trust company of the certificates
representing such shares. Upon such deposit being made or upon the date specified for redemption in
such notice, whichever is the later, the Series I Shares in respect of which such deposit shall
have been made, except




---



##### 



- 6 - for those shares which, prior to the date specified for redemption, are deposited for conversion
pursuant to clause 3 hereof, shall be deemed to be redeemed and the rights of the holders thereof
shall be limited to receiving, without interest, from their proportionate part of the amount so
deposited upon presentation and surrender of the certificate or certificates representing their
Series I Shares being redeemed the Redemption Price in respect of such shares. Any interest allowed
on any such deposit shall belong to the Corporation. From and after the date specified for
redemption in any such notice of redemption, the Series I Shares called for redemption shall cease
to be entitled to dividends or any other participation in the assets of the Corporation and the
holders thereof shall not be entitled to exercise any of their other rights as shareholders in
respect thereof unless payment of the Redemption Price shall not be made upon presentation and
surrender of the certificates in accordance with this paragraph 2.4, in which case the rights of
the holders shall remain unaffected. Redemption monies that are represented by a cheque which has
not been presented to the Corporations bankers for payment or that otherwise remain unclaimed
(including monies held on deposit to a special account as provided for above) for a period of 6
years from the date specified for redemption shall be forfeited to the Corporation. 3. Conversion Privilege 3.1 Right of Conversion Upon and subject to the terms and conditions hereinafter set forth, the holders of Series I
Shares shall have the right  (a)
    at any time up to the earlier of 4:00 p.m.
(Toronto time) on October 15, 1988 and, in the case of Series I Shares called for
redemption, 4:00 p.m. (Toronto time) on the third Business Day immediately
preceding the date fixed for redemption, to convert Series I Shares into fully
paid and non-assessable Non-voting Class A Shares of the Corporation at the
conversion price (the First Conversion Price) of $21.25 per Non-voting Class A
Share to be issued upon the conversion of Series I Shares, and




---



##### 



- 7 -  (b)
    at any time after October 15, 1988 and up to the earlier of 4:00 p.m. (Toronto time) on October 15, 1990 and, in the case of Series I Shares called for redemption,
4:00 p.m. (Toronto time) on the third Business Day immediately preceding the date
fixed for redemption, to convert Series I Shares into fully paid and non-assessable
Non-voting Class A Shares of the Corporation, at the conversion price (the Second
Conversion Price) of $22.50 per Non-voting Class A Share to be issued upon the
conversion of Series I Shares, subject in both cases to adjustment from time to time as hereinafter provided. 3.2 Exercise of Right The conversion right herein provided for may be exercised by duly completing the form of
exercise of conversion privilege on the back of the certificate or each of the certificates
representing the Series I Shares in respect of which the holder thereof desires to exercise such
right of conversion and delivering such certificate or certificates to the Transfer Agent at any
office for the transfer of Series I Shares. Such form shall be signed by such holder and shall
specify the number of Series I Shares which the holder desires to have converted. If less than all
the Series I Shares represented by any certificate or certificates accompanying any such notice are
to be converted, the holder shall be entitled to receive, at the expense of the Corporation, a new
certificate representing the Series I Shares comprised in the certificate or certificates
surrendered as aforesaid which are not to be converted. 3.3 Entitlement to Dividends The registered holder of any Series I Share on the record date for any dividend payable on
such share shall be entitled to such dividend notwithstanding that such share shall have been
converted into Non-voting Class A Shares after such record date and before the payment date of such
dividend, and the registered holder of a Non-voting Class A Share resulting from such conversion
shall be entitled to




---



##### 



- 8 - rank equally per Non-voting Class A Share with the registered holders of all other Non-voting
Class A Shares of record on any date on or after the date of such conversion. Subject to the foregoing and to paragraph 3.8 hereof, upon the conversion of any Series I
Shares there shall be no adjustment by the Corporation or by any holder of Series I Shares on
account of any dividends either on the Series I Shares surrendered for conversion or on the
Non-voting Class A Shares issuable upon such conversion. 3.4 Shares Called for Redemption In the case of any Series I Shares which are called for redemption, the right of conversion
thereof shall, notwithstanding anything herein contained, terminate at 4:00 p.m. (Toronto time) on
the third Business Day immediately preceding the date fixed for redemption, provided, however,
that if the Corporation shall fail to redeem such Series I Shares in accordance with the notice of
redemption the right of conversion shall thereupon be restored. 3.5 Certificates On any conversion of Series I Shares, the certificate or certificates representing the
Non-voting Class A Shares of the Corporation resulting therefrom shall be issued at the expense of
the Corporation in the name of the registered holder of the Series I Shares converted or in such
name or names as such holder may direct in writing (either in the notice referred to in paragraph
3.2 hereof or otherwise), provided that such holder shall pay any applicable taxes. 3.6 Timing The right of a holder of Series I Shares to convert the same into Non-voting Class A Shares
shall be deemed to have been exercised, and such holder (or any person or persons in whose name or
names such holder of Series I




---



##### 



- 9 - Shares shall have directed a certificate or certificates representing Non-voting Class A
Shares to be issued as provided in paragraph 3.5 hereof) of Series I Shares to be so converted
shall be deemed to have become a holder of Non-voting Class A Shares of the Corporation for all
purposes, on the date of receipt by the Transfer Agent of the certificate or certificates
representing the Series I Shares to be converted with the form of exercise of conversion privilege
duly completed as referred to in paragraph 3.2 hereof, notwithstanding any delay in the delivery of
the certificate or certificates representing the Non-voting Class A Shares into which such Series I
Shares have been converted. 3.7 No Fractional Shares The number of Non-voting Class A Shares to be issued upon the conversion of any Series I
Shares by the registered holder thereof shall be the quotient obtained when the aggregate issue
price of such Series I Shares is divided by the First Conversion Price or the Second Conversion
Price, whichever is applicable. Should such quotient consist of a whole number and a fraction, then
the Corporation only shall issue upon such conversion Non-voting Class A Shares in an amount equal
to such whole number. The Corporation shall not issue a fraction of a share in satisfaction of such
fraction resulting in respect of such conversion and a holder of Series I Shares being converted
shall not be entered into the books of the Corporation as a shareholder in respect of any fraction
of a share or receive any share or script certificate in respect thereof but, subject to the Canada
Business Corporations Act, the Corporation shall satisfy such fractional interest by paying a cash
adjustment by cheque payable to such registered holder in lawful money of Canada at par at any
branch in Canada of the Corporations bankers for the time being in an amount equal to the same
fraction of the Current Market Price of a Non-voting Class A Share on the date the notice of
conversion was given by the Corporation. If a cash adjustment is to be paid pursuant to the
provisions of this paragraph 3.7, the delivery or mailing by prepaid mail of such cheque to such
registered holder of Series I Shares who has exercised the holders right to convert shall be
deemed to be payment of the cash adjustment resulting from such fractional interest unless the
cheque is not paid upon due presentation. Cash adjustments that are represented by a cheque which
has not




---



##### 



- 10 - been presented to the Corporations bankers for payment or that otherwise remain unclaimed
for a period of 6 years from which the same became payable shall be forfeited to the Corporation. 3.8 Adjustment of Conversion Price The First Conversion Price or the Second Conversion Price (herein referred to as the
Conversion Price) in effect at any date and the basis of conversion shall be subject to
adjustment from time to time as follows:  (a)
    If and whenever at any time any Series I Share is outstanding, the Company shall:(i)
    subdivide the outstanding Non-voting Class A
Shares into a greater number of Non-voting Class A Shares,(ii)
    consolidate the outstanding Non-voting Class A
Shares into a lesser number of Non-voting Class A Shares, or(iii)
    issue Non-voting Class A Shares or securities convertible into Non-voting Class A
Shares to the holders of all or substantially all of the outstanding Non-voting Class A
Shares by way of a stock dividend (excepting by way of stock dividends representing
dividends paid in the ordinary course), the Conversion Price shall, on the effective date of such subdivision or consolidation or as of the
record date of such stock dividend, as the case may be, be adjusted to that amount which is in the
same proportion to the Conversion Price in effect immediately prior to such subdivision,
consolidation or stock dividend as the aggregate number of outstanding Non-voting Class A Shares
before giving effect to such subdivision, consolidation or stock dividend (plus, in the case of a
stock dividend, the number of shares which would have been issued by way of stock dividend if the
value




---



##### 



- 11 - at which such shares had been issued in satisfaction of the dividend had been equal
to their Current Market Price at the time of declaration of the dividend) bears to the aggregate
number of outstanding Non-voting Class A Shares after giving effect to such subdivision,
consolidation or stock dividend; such adjustment shall be made successively whenever any event
referred to in this subparagraph (a) shall occur; any such issue of Non-voting Class A Shares by
way of stock dividend shall be deemed to have been made on the record date of the stock dividend
for the purpose of calculating the number of outstanding Non-voting Class A Shares under
subparagraphs (b) and (c) of this paragraph 3.8; for the purposes of this subparagraph (a) and of
subparagraph (c) of this paragraph 3.8, dividends paid in the ordinary course means cash
dividends paid on the Non-voting Class A Shares in any fiscal year of the Corporation provided that
where shares in the capital of the Corporation are distributed to a holder of Non-voting Class A
Shares in lieu of a cash dividend, such dividend shall be deemed to be a cash dividend if the value
at which such shares are issued in satisfaction of such dividend is not less than 95% of the
Current Market Price of the Non-voting Class A Shares at the time of declaration thereof. (b) If and whenever at any time while any Series I Share is outstanding, the Corporation shall
fix a record date for the issuance of rights, options or warrants to all or substantially all the
holders of the outstanding Non-voting Class A Shares entitling them, for a period expiring not more
than 45 days after such record date, to subscribe for or purchase Non-voting Class A Shares (or
securities convertible into or exchangeable for Non-voting
Class A Shares) at a price per share (or having a conversion or exchange price per share) which is less than 95% of the Current Market Price
of the Non-voting Class A Shares on the date such record date is fixed, the Conversion Price shall
be adjusted immediately after such record date so that it shall equal the price determined by
multiplying the Conversion Price in effect on such record date by a fraction of which the numerator
shall be the total number of Non-voting Class A Shares outstanding on such record date plus a
number of Non-voting Class A Shares equal to the number arrived at by dividing the aggregate price
(including any consideration paid or payable for the rights, options or warrants) of the total
number of additional Non-voting Class A Shares offered for subscription or purchase (or the
aggregate conversion or exchange price of the convertible or exchangeable securities




---



##### 



- 12 - so offered) by such Current Market Price, and of which the denominator shall be the
aggregate number of Non-voting Class A Shares outstanding on such record date plus the total number
of additional Non-voting Class A Shares offered for subscription or purchase (or into which the
convertible or exchangeable securities so offered are convertible or
exchangeable); Non-voting Class A Shares owned by or held for the account of the Corporation or any subsidiary of the
Corporation shall be deemed not to be outstanding for the purpose of any such computation; such
adjustment shall be made successively whenever such a record date is fixed; to the extent that any
rights, options or warrants are not so issued or any such rights, options or warrants are not
exercised prior to the expiration thereof, the Conversion Price shall then be readjusted to the
Conversion Price which would then be in effect if such record date had not been fixed or to the
Conversion Price which would then be in effect based upon the number of Non-voting Class A Shares
(or securities convertible into or exchangeable for Non-voting Class A Shares) actually issued upon
the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time while any Series I Share is outstanding the Corporation shall
fix a record date for the making of a distribution to all or substantially all the holders of its
outstanding Non-voting Class A Shares of  (i)
    shares of any class other than Non-voting Class A Shares, or(ii)
    rights, options or warrants (excluding those referred to in subparagraph (b) of this paragraph 3.8), or(iii)
    evidences of indebtedness, or(iv)
    assets (excluding Non-voting Class A Shares paid by way of stock dividends and
dividends paid in the ordinary course) then, in each such case, the Conversion Price shall be adjusted immediately after such record date
so that it shall




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##### 



- 13 - equal the price determined by multiplying the Conversion Price in effect on such record date
by a fraction, of which the numerator shall be the total number of Non-voting Class A Shares
outstanding on such record date multiplied by the Current Market Price of the Non-voting Class A
Shares on such record date, less the aggregate fair market value (as determined by the directors of
the Corporation in good faith) of such shares or rights, options or warrants or evidences of
indebtedness or assets so distributed, and of which the denominator shall be the total number of
Non-voting Class A Shares outstanding on such record date multiplied by such Current Market Price;
any Non-voting Class A Shares owned by or held for the account of the Corporation or any subsidiary
of the Corporation shall be deemed not to be outstanding for the purpose of any such computation;
such adjustment shall be made successively whenever such a record date is fixed; to the extent that
such distribution is not so made, the Conversion Price shall then be readjusted to the Conversion
Price which would then be in effect if such record date had not been fixed or to the Conversion
Price which would then be in effect based upon such shares or rights, options or warrants or
evidences of indebtedness or assets actually distributed, as the case may be. (d) There will be no adjustment of the Conversion Price in respect of any event
described in subparagraph (a) (iii), (b) or (c) of this paragraph 3.8 if the holders of the Series I Shares are allowed to
participate as though they had converted their Series I Shares prior to the applicable record date
or effective date, as the case may be. (e) At any time before October 15, 1990, in the case of any reclassification of the Non-voting
Class A Shares at any time outstanding or a change of the Non-voting Class A Shares into other
shares, or in the case of the reconstruction, reorganization, consolidation, amalgamation or merger
of the Corporation with or into any other corporation (other than a consolidation, amalgamation or
merger which does not result in a reclassification of the outstanding Non-voting Class A Shares or
a change of the Non-voting Class A Shares into other shares), or in case of any transfer of the
undertaking or assets of the Corporation as an entirety or substantially as an entirety to another
corporation, the holder of Series I Shares who after any such event converts such Series I Shares
shall be entitled to receive, and shall accept, in lieu of the number of Non-voting Class A Shares




---



##### 



- 14 - to which he was theretofore entitled upon such conversion, the kind and amount of shares and
other securities or property which such holder would have been entitled to receive as a result of
such reconstruction, reorganization, reclassification, change, consolidation, amalgamation, merger
or transfer if, on the effective date thereof, he had been the registered holder of the number of
Non-voting Class A Shares to which he was theretofore entitled upon conversion; the subdivision or
consolidation of the Non-voting Class A Shares at any time outstanding into a greater or lesser
number of Non-voting Class A Shares shall be deemed not to be a reclassification or change of the
Non-voting Class A Shares into other shares of the Corporation for the purposes of this
subparagraph (e). (f) In any case in which this paragraph 3.8 shall require that an adjustment shall become
effective immediately after a record date for an event referred to herein, the Corporation may
defer, until the occurrence of such event, issuing to the holder of any Series I Share converted
after such record date and before the occurrence of such event the additional Non-voting Class A
Shares issuable upon such conversion by reason of the adjustment required by such event in addition
to the Non-voting Class A Shares issuable upon such conversion before giving effect to such
adjustment; provided that the Corporation shall deliver to such holder an appropriate instrument
evidencing such holders right to receive such additional Non-voting Class A Shares upon the
occurrence of the event requiring such adjustment and the right to receive any distributions made
on such additional Non-voting Class A Shares declared in favour of holders of record of Non-voting
Class A Shares on and after the date of such conversion or such later date as such holder would,
but for the provisions of this subparagraph (f), have become the holder of record of such
Non-voting Class A Shares pursuant to this clause 3. (g) The adjustments provided for in this paragraph 3.8 are cumulative, shall, in the case of
adjustments to the Conversion Price, be computed to the nearest one-tenth of one cent and shall
apply (without duplication) to successive subdivisions, consolidations, distributions, issuances or
other events resulting in any adjustment under the provisions of this paragraph 3.8, provided that,
notwithstanding any other provision of this paragraph 3.8, no adjustment of the Conversion Price
shall be required unless such adjustment would require an increase or decrease of at least 1% in
the Conversion Price then in effect; provided, however, that




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- 15 - any adjustments which by reason of this subparagraph (g) are not required
to be made shall be carried forward and taken into account in any subsequent
adjustment. (h) In the event of any question arising with respect to the adjustments
provided in this paragraph 3.8, such question shall be conclusively determined by
a firm of chartered accountants appointed by the Corporation (who may be the
auditors of the Corporation); such firm shall have access to all necessary records
of the Corporation and such determination shall be binding upon the Corporation,
all shareholders, the Transfer Agent and the registrar of the Series I Shares. 3.9 Certificate as to Adjustment Forthwith after the occurrence of any adjustment in the Conversion
Price pursuant to paragraph 3.8 hereof, the Corporation shall file with the
Transfer Agent a certificate certifying as to the amount of such adjustment and,
in reasonable detail, the event requiring and the manner of computing such
adjustment; the Corporation shall also at such time give written notice to the
holders of Series I Shares of the Conversion Price following such adjustment, and
the provisions of paragraph 2.4 hereof with respect to the giving of notice of
redemption shall apply mutatis mutandis to the giving of notice under this
paragraph 3.9. 3.10 Notification If the Corporation intends to take any action which would require an
adjustment of the Conversion Price pursuant to subparagraph (a), (b) or (c) of
paragraph 3.8 hereof (other than the subdivision or consolidation of the
outstanding Non-voting Class A Shares of the Corporation), the Corporation shall,
at least 14 days prior to the earlier of any record date fixed for any action or
the effective date for such action, notify the holders of Series I Shares by
written notice setting forth the particulars of such action to the extent that such
particulars have been determined at the time of giving the notice; the provisions
of paragraph 2.4 hereof with respect to the giving of notice of




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- 16 - redemption shall apply mutatis mutandis to the giving of notice under this paragraph 3.10. 4.Purchase for Cancellation 4.1 Optional Purchase Subject to the provisions of applicable law, to the provisions of clause 5 hereof
and to the rights, privileges, preferences, restrictions and conditions attaching to
any shares of the Corporation ranking prior to the Preferred Shares, the Corporation
may at any time or from time to time purchase for cancellation all or any part of the
outstanding Series I Shares (a) at any price by invitation for tenders addressed to all
of the registered holders of Series I Shares then outstanding or through the facilities
of any stock exchange on which the Series I Shares are listed, or (b) in any other
manner provided that in such case the price for each Series I Share so purchased for
cancellation shall not exceed $25.00 plus an amount equal to all dividends, if any,
accrued and unpaid thereon up to but not including the date of purchase and costs of
purchase. If, in response to an invitation for tenders under the provisions of this
paragraph 4.1, more Series I Shares are tendered at a price or prices acceptable to the
Corporation than the Corporation is prepared to purchase, then the Series I Shares to
be purchased by the Corporation shall be purchased as nearly as may be pro rata
according to the number of shares tendered by each holder who submits a tender to the
Corporation, provided that when shares are tendered at different prices, the pro rating
shall be effected only with respect to the shares tendered at the price at which more
shares were tendered than the Corporation is prepared to purchase after the Corporation
has purchased all the shares tendered at lower prices. 4.2 Purchase Obligation Subject to the provisions of applicable law, to the provisions of clause 5 hereof
and to the rights, privileges, preferences, restrictions and conditions attaching to




---



##### 



- 17 - any shares of the Corporation ranking prior to the Preferred Shares, so long as
any of the Series I Shares are outstanding, the Corporation shall make all reasonable
efforts to purchase for cancellation in the open market at such time or times as the
Corporation in its discretion shall determine, in each calendar quarter from and
including the calendar quarter beginning January 1, 1991, 3/4 of 1% of the number of
Series I Shares outstanding as at the close of business on December 31, 1990 if and to
the extent that such shares are available for purchase at a price or
prices not exceeding $25.00 per share plus an amount equal to all dividends, if any, accrued and
unpaid thereon up to but not including the date of purchase and costs of purchase. Such
obligation shall carry over to the succeeding calendar quarters in the same calendar
year. If, having used all reasonable efforts as the Corporation in its sole discretion
shall determine, the Corporation is unable to purchase in the 4 calendar quarters in any
calendar year the aggregate number of Series I Shares the Corporation is obligated to
purchase during the 4 calendar quarters of that calendar year pursuant to this paragraph
4.2, the Corporations obligation to purchase Series I Shares with respect to the
calendar quarters in such calendar year will not carry over to the succeeding calendar
year but, except as hereinafter provided, will be extinguished. If the Corporation is
unable to fulfill the obligations of this provision because such purchase would be
contrary to the provisions of applicable law, then such obligation shall carry over to
the next succeeding calendar year. All purchases, redemptions or other acquisitions by
the Corporation of Series I Shares in any calendar year, pursuant to this paragraph 4.2
or otherwise, may be applied to satisfy the purchase obligation hereunder in such
calendar year. For the purposes of this paragraph 4.2., calendar year means a period
of 12 months commencing on the first day of January in any year and calendar quarter
means a period of 3 months commencing on the first day of January, April, July or
October in any year. 5. Restrictions on Dividends and Retirement and Issue of Shares So long as any of the Series I Shares are outstanding, the Corporation
shall not, without the prior approval of the holders of the Series I Shares
given as specified in clause 8:




---



##### 



- 18 -  (a)
    declare, pay or set apart for payment any dividend on the Common
Shares, the Non-voting Class A Shares or any other shares of the Corporation
ranking as to the payment of dividends junior to the Series I Shares (other
than stock dividends in shares of the Corporation ranking as to dividends
junior to the Series I Shares); or(b)
    redeem, purchase for cancellation or otherwise retire or
make any capital distribution on or in respect of any Common Shares,
Non-voting Class A Shares or other shares ranking as to the return of
capital junior to the Series I Shares (except out of the net cash proceeds
of a substantially concurrent issue of shares ranking as to capital junior
to the Series I Shares); or(c)
    redeem, purchase or otherwise retire less than all the Series
I Shares; or(d)
    redeem, purchase or otherwise retire any other shares of the
Corporation ranking as to the payment of dividends or the return of capital
on a parity with the Series I Shares; or(e)
    issue any additional Series I Shares or any shares ranking as
to the payment of dividends or the return of capital prior to or on a parity
with the Series I Shares; unless, in each such case, all dividends then payable on the Series I Shares then
outstanding and on all other shares of the Corporation ranking as to dividends on a parity
with the Series I Shares shall have been declared and paid or monies set apart for payment. 6.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




---



##### 



- 19 - purpose of winding up its affairs, the holders of the Series I Shares shall be
entitled to receive from the assets of the Corporation a sum equal to $25.00 per
Series I Share held by them respectively, plus an amount equal to all dividends,
if any, accrued and unpaid thereon up to and including the date of distribution,
the whole before any amount shall be paid by the Corporation or any assets of the
Corporation shall be distributed to holders of the Common Shares or the Non-voting
Class A Shares of the Corporation or shares of any other class of the Corporation
ranking as to the return of capital junior to the Series I Shares. After payment
to the holders of the Series I Shares of the amounts so payable to them, they
shall not be entitled to share in any further distribution of the assets of the
Corporation. 7.Modification of Series The rights, privileges, restrictions and conditions attached to the
Series I Shares may be added to, changed or removed only with the prior approval
of the holders of the Series I Shares given as specified in clause 8, in addition
to any vote or authorization required by law. 8.Approval of Holders of Series I Shares Any approval of the holders of the Series I Shares with respect to any
and all matters referred to herein or of any other matters requiring the consent
of the holders of the Series I Shares may be given in such manner as may then be
required by law, subject to a minimum requirement that such approval be given by
resolution signed by all the holders of outstanding Series I Shares or passed by
the affirmative vote of at least two-thirds of the votes cast by the holders of
Series I Shares who voted in respect of that resolution at a meeting of the
holders of the Series I Shares duly called for that purpose at which the holders
of at least 25% of the outstanding Series I Shares are present in person or
represented by proxy, or, if such quorum is not present at such meeting, at an
adjourned meeting at which the holders of Series I Shares then present in person
or represented by proxy shall constitute a quorum for all purposes. The
formalities to be observed with respect to proxies, the giving of notice and the
conduct of any such meeting or any adjourned meeting shall be those from time to
time prescribed by the articles and by-laws of the Corporation with respect to
meetings of shareholders. On every




---



##### 



- 20 - poll taken at every meeting of holders of Series I Shares, each holder
entitled to vote thereat shall be entitled to one vote for each Series I Share
held by such holder. 9.Voting Rights 9.1 Right to Vote The holders of the Series I Shares shall not be entitled as such (except
as hereinafter specifically provided) to receive notice of or to attend any
meeting of the shareholders of the Corporation and shall not be entitled to
vote at any such meeting unless and until the Corporation from time to time
shall fail to pay 8 consecutive quarterly fixed cumulative preferential cash
dividends on the Series I Shares on the dates on which the same should be paid
under the provisions of clause 1 hereof whether or not such dividends have been
declared and whether or not there are any moneys of the Corporation properly
applicable to the payment of dividends. Thereafter, but only so long as any
dividends on the Series I Shares remain in arrears, the holders of the Series I
Shares shall be entitled, voting separately as a class, to elect 1 member of
the board of directors of the Corporation. Nothing herein contained shall be
deemed to restrict the right of the Corporation from time to time to increase
or decrease the number of its directors. 9.2 Meeting to Elect Director For the purpose of electing directors as provided in this clause 9, the
holders of the Series I Shares shall be entitled to receive notice of all
meetings of shareholders of the Corporation at which directors are to be
elected. If there is not then a director who has been elected by the holders of
the Series I Shares, a separate meeting of the holders of the Series I Shares
shall be held at the time of such meeting. At such separate meeting, each
holder of Series I Shares shall have 1 vote for each Series I Share held and a
quorum for the separate meeting of the holders of the Series I Shares shall be
holders of Series I Shares being not less than 2 in number and holding or
representing by proxy not less than 10% of the issued Series I Shares. The
formalities to be observed with respect to




---



##### 



- 21 - proxies, the giving of notice and the conduct of any such meeting shall be those
from time to time prescribed in the articles and by-laws of the Corporation with respect
to meetings of shareholders. 9.3 Vacancy Any vacancy occurring in the member of the board elected to represent the holders
of Series I Shares in accordance with the foregoing provisions of this clause may be
filled by the directors. Whether or not such vacancy is so filled by the directors, the
holders of record of at least 10% of the outstanding Series I Shares shall have the
right to require the Secretary of the Corporation to call a meeting of the holders of
Series I Shares for the purpose of filling the vacancy or replacing the person filling
such vacancy who was appointed by the directors and the provisions of paragraph 9.2
shall apply in respect of such meeting. 9.4 Termination Notwithstanding anything contained in the articles or by-laws of the
Corporation, upon any termination of the right of the holders of the Series I Shares to
elect a director as provided in this clause 9, the term of office of the director
elected to represent the holders of Series I Shares shall terminate and the vacancy
thereby created may be filled by the remaining directors. 10.Statutory Approvals Notwithstanding anything to the contrary contained herein, the Corporation
shall not redeem, purchase for cancellation or otherwise retire, reduce or make any
return of capital in respect of any Series I Shares unless the same is in accordance
with the Canada Business Corporations Act. 11.Interpretation In the event that any date on which any dividend on the Series I Shares is
payable by the Corporation, or on




---



##### 



- 22 - or by which any other action is required to be taken by the Corporation
hereunder, is not a Business Day, then such dividend shall be payable, or such
other action shall be required to be taken, on or by the next succeeding date that
is a Business Day. Any notice (which term includes any communication or document) required
or permitted to be given, sent, delivered or otherwise served upon a holder of
Series I Shares pursuant to those provisions shall be deemed to be given,
sent, delivered, served and received, if sent by prepaid mail, on the date of
mailing thereof. For the purpose of these share provisions:  (a)
    Business Day means a day other than a Saturday, a Sunday or any other day that is treated as a
holiday for the purpose of legislation in Canada or in the
Province or municipality in which the Corporations
registered office is located?(b)
    Current Market Price means, at any date, in relation to
any class or series or shares, the weighted average price per
share for such shares for any 20 consecutive trading days
selected by the Corporation commencing not more than 30 trading
days before such date on The Toronto Stock Exchange, or, if the
 shares in respect of which a determination of Current Market
Price is being made are not listed thereon, on such stock
exchange on which such shares are listed as may be selected for
such purpose by the directors of the Corporation or, if such
 shares are not listed on any stock exchange, then on the
over-the-counter market; the weighted average price per share
shall be determined by dividing the aggregate sale price of all
such shares sold on the said exchange or market, as the case may
be, during the said 20 consecutive trading days by the total
number of such shares so sold;




---



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- 23 -  (c)
    junior share means a share of the Corporation ranking junior to the Series I Shares with
respect to the payment of dividends or the distribution of assets 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, whether
voluntary or involuntary;(d)
    ranking as to capital means ranking with respect to the distribution of assets 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,
whether voluntary or involuntary;(e)
    Transfer Agent means Montreal Trust Company or such other person, firm or corporation as
the Corporation may, from time to time, appoint as the transfer agent of the Series I Shares
at such locations as the Corporation may, from time to time, approve.




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##### 



(CANADA LOGO) Certificate of Amendment
    
    Certifical de modificationCanada Business
    
    Loi sur les sociétésCorporations Act
    
    commerciales canadiennes
  CROWNX INC.
    
    11266-6Name
of Corporation-Dénomination de la Société
    

Number-Numéro
 I hereby certify that the Articles of
the above-mentioned Corporation were amended
    
    
    
    Je certifie par les présentes que les
statuts de la société mentionnée ci-haut ont été
modifiés(a) under section 13 of the Canada
Business Corporations
Act in accordance with the attached
notice;
    
    o
    
    (a) en vertu de larticle 13 de la Loi
sur les sociétés commerciales
canadiennes conformément à lavis
ci-joint;(b) under Section 27 of the Canada
Business Corporations Act as set
out in the attached Articles of
Amendment designating a series of
shares;
    
    þ
    
    (b) en vertu de larticle 27 de la Loi
sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses modificatrices ci-jointes
désignant une série dactions;(c) under Section 171 of the Canada
Business Corporations Act as set
out in the attached Articles of
Amendment;
    
    o
    
    (c) en vertu de larticle 171 de la Loi
sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses modificatrices ci-jointes;(d) under Section 185 of the Canada
Business Corporations Act as set
out in the attached Articles of
Reorganization;
    
    o
    
    (d) en vertu de larticle 185 de la Loi
sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses de réorganisation ci-jointe(e) under Section 185.1 of the
Canada Business Corporations
Act as set out in the attached
Articles of Arrangement.
    
    o
    
    (e) en vertu de larticle 185.1 de la
Loi sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses darrangement ci-jointes.(SIGNATURE)May 13,
1985  le 13 mai 1985Director  Directeur
    
    
    
    Date of Amendment Date de la modification




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##### 



CANADA BUSINESS
    
    (LOGO)
    
    LOI SUR LES SOCIÉTÉSCORPORATIONS ACT
    
    
    
    COMMERCIALES CANADIENNESFORM 4
    
    
    
    FORMULE 4ARTICLES OF AMENDMENT
    
    
    
    CLAUSES MODIFICATRICES(SECTION 27 OR 171)
    
    
    
    (ARTICLE 27 OU 171)
 1
 Name of corporation  Dénomination de la
société
    
    
    2  Corporation No
-No de la sociétéCROWNX INC.
    
    
    011266-6
 3
 The
articles of the above-named corporation are amended as follows:
    
    Les statuts de la société ci-haut
mentionnée sont modifiés de la façon suivante:
 Pursuant to paragraph 3 thereof by fixing the number of shares in, and determining the
designation, rights, privileges, restrictions and conditions attaching to, the fourth series
of Preferred Shares of the Corporation as set out in Schedule A hereto, which Schedule is
hereby incorporated into this form. Date: May 10, 1985
    
    Signature
    
    Description of Office 
Description du poste(SIGNATURE)
    
    Executive Vice-President, FinanceFOR DEPARTMENTAL USE ONLY
    
    À
LUSAGE DU MINISTÈRE SEULEMENTFiled  Déposée13/5/85




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##### 



Schedule A CROWNX INC. Resolution of the directors of Crownx Inc. (the Corporation) fixing the number and designating
the rights, privileges, restrictions and conditions attaching to the Cumulative
Redeemable Preferred Shares, Series 2. WHEREAS the Corporations share capital includes an unlimited number of Preferred Shares
without nominal or par value, which Preferred Shares may be issued in one or more series with the
directors of the Corporation being entitled by resolution to fix the number of shares in each
series and to designate the rights, privileges, restrictions and conditions attaching to the shares
of each series; RESOLVED THAT: The fourth series of the Preferred Shares of the Corporation shall consist of two
million four hundred thousand (2,400,000) shares and no more and shall be designated as the
Cumulative Redeemable Preferred Shares, Series 2 (hereinafter called the Series 2 Shares) and in
addition to the preferences, rights, privileges, restrictions and conditions attaching to all of
the Preferred Shares as a class, the rights, privileges, restrictions and conditions attaching to
the Series 2 Shares shall be as follows: 1. Dividends 1.1 Payment of Dividends On each Dividend Payment Date the holders of the Series 2 Shares shall be entitled to receive,
and the Corporation shall pay thereon, as and when declared by the directors of the Corporation,
out of monies of the Corporation properly applicable to the payment of dividends, quarterly
cumulative preferential cash dividends in an amount equal to the amount (rounded to the nearest
1/100th of one cent) obtained by multiplying $25.00 by one-quarter of the Annual




---



##### 



- 2 - Dividend Rate applicable for the Quarter ended immediately before such Dividend Payment Date, the
first Dividend Payment Date to be August 15, 1985. Dividends on the Series 2 Shares shall accrue
from day to day from the date of issue thereof. 1.2 Dividends for a Partial Quarter The amount of the dividend for any period which is less than a Dividend Quarter with respect
to any Series 2 Share:  (a)
    which is issued, redeemed or purchased during such
Dividend Quarter; or(b)
    where assets of the Corporation are distributed to
the holders of the Series 2 Shares pursuant to
clause 5 hereof during such Dividend Quarter; shall be equal to the amount (rounded to the nearest 1/100th of one cent) calculated by multiplying
(i) an amount equal to the amount obtained by multiplying $25.00 by one-quarter of the Annual
Dividend Rate applicable for the nearest Dividend Payment Date occurring on or before the end of
such period by (ii) a fraction of which the numerator is the number of days in such Dividend
Quarter that such share has been outstanding (including the date of issue or the Dividend Payment
Date at the beginning of such Dividend Quarter if such share was outstanding on that date and
excluding the date of redemption, purchase or distribution or the Dividend Payment Date at the end
of such Dividend Quarter if such share was outstanding on that date) and the denominator is the
number of days in such Dividend Quarter (including the Dividend Payment Date at the beginning
thereof and excluding the Dividend Payment Date at the end thereof). 1.3 Method of Payment Cheques payable in lawful money of Canada at par at any branch in Canada of the Corporations
bankers for the




---



##### 



- 3 - time being shall be issued in respect of the dividends on the Series 2 Shares (less any tax
required to be withheld by the Corporation). The mailing on or before
any Dividend Payment Date of
such a cheque, payable on such Dividend Payment Date, to a holder of Series 2 Shares shall be
deemed to be payment of the dividends represented thereby unless the cheque is not paid upon
presentation. Dividends which are represented by a cheque which has not been presented to the
Corporations bankers for payment or that otherwise remain unclaimed for a period of 6 years from
the date on which they were declared to be payable shall be forfeited to the Corporation. 1.4 Cumulative Payment of Dividends If on any Dividend Payment Date the dividends accrued to such date are not paid in full on
all of the Series 2 Shares then outstanding, such dividends, or the unpaid part thereof, in each
case in the amount determined pursuant to this clause 1 on the relevant Dividend Payment Date,
shall be paid on a subsequent date or dates determined by the directors of the Corporation on which
the Corporation shall have sufficient monies properly applicable to the payment of such dividends.
The holders of Series 2 Shares shall not be entitled to any dividends other than or in excess of
the cumulative preferential cash dividends provided for herein. 2. Redemption 2.1 Optional Redemption The
Series 2 Shares shall not be redeemable at the option of the
Corporation on or prior to May
15, 1990. After May 15, 1990, but subject to the provisions of this clause 2 and of clauses 4 and 5
hereof and to the rights, privileges, preferences, restrictions and conditions attaching to any
shares of the Corporation ranking prior to the Preferred Shares, the
Corporation may, upon giving
notice as hereinafter provided, redeem at any time the whole or from time to time any part of the
then outstanding Series 2 Shares, on payment for each share to be redeemed of the Applicable price
determined as follows:




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##### 



- 4 - If redeemed during the 12months beginning May 16
    
    Price per share1990
    
    $
    26.001991
    
    $
    25.501992 and thereafter
    
    $
    25.00
 together with an amount equal to all dividends, if any, accrued and unpaid thereon
up to but not including the redemption date (the whole amount constituting and being
hereinafter referred to as the Redemption Price). 2.2 Partial Redemption In case a part only of the Series 2 Shares is at any time to be redeemed, the shares so to be
redeemed shall be selected by lot or, if the directors of the Corporation so determine, on a pro
rata basis, disregarding fractions, according to the number of Series 2 Shares held by each of the
registered holders thereof. If a part only of the Series 2 Shares represented by any certificate
shall be redeemed, a new certificate representing the balance of such shares shall be issued to the
holder thereof at the expense of the Corporation upon presentation and surrender of the first
mentioned certificate. 2.3 Method of Redemption In any case of redemption of Series 2 Shares, the Corporation shall, not less than 30 nor more
than 60 days before the date specified for redemption, send by prepaid mail or deliver to each
person who at the date of such mailing or delivery is a registered holder of Series 2 Shares to be
redeemed a notice in writing of the intention of the Corporation to redeem such Series 2 Shares.
Accidental failure or omission to give such notice to one or more holders shall not affect the
validity of such redemption, but upon such failure or omission being discovered notice shall be
given forthwith to such holder or holders and shall have the same force and effect as if given in
due time. Such notice shall set out the number of Series 2 Shares held by the person to whom it is
addressed which are to be redeemed, the Redemption Price, the date specified for redemption and




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##### 



- 5 - the place or places within Canada at which holders of Series 2 Shares may present and
surrender such shares for redemption. On and after the date so specified for redemption, the
Corporation shall pay or cause to be paid to or to the order of the registered holders of the
Series 2 Shares to be redeemed the Redemption Price of such shares on presentation and surrender,
at the registered office of the Corporation or any other place or places within Canada specified in
such notice of redemption, of the certificate or certificates representing the Series 2 Shares
called for redemption. Payment in respect of Series 2 Shares being redeemed shall be made by
cheques payable to the registered holders thereof in lawful money of Canada at par at any branch in
Canada of the Corporations bankers for the time being. The Corporation shall have the right at any
time after the mailing or delivery of notice of its intention to redeem Series 2 Shares to deposit
the Redemption Price of the Series 2 Shares so called for redemption, or of such of the Series 2
Shares which are represented by certificates which have not at the date of such deposit been
surrendered by the holders thereof in connection with such redemption, to a special account in any
chartered bank or any trust company in Canada named in such notice or in a subsequent notice to the
holders of the shares in respect of which the deposit is made, to be paid without interest to or to
the order of the respective holders of Series 2 Shares called for redemption upon presentation and
surrender to such bank or trust company of the certificates representing such shares. Upon such
deposit being made or upon the date, specified for redemption in such notice, whichever is the
later, the Series 2 Shares in respect of which such deposit shall have been made shall be deemed to
be redeemed and the rights of the holders thereof shall be limited to receiving, without interest,
from their proportionate part of the amount so deposited upon presentation and surrender of the
certificate or certificates representing their Series 2 Shares being redeemed the Redemption Price
in respect of such shares. Any interest allowed on any such deposit shall belong to the
Corporation. From and after the date specified for redemption in any such notice of redemption,
the Series 2 Shares called for redemption shall cease to be entitled to dividends or any other
participation in the assets of the Corporation and the holders thereof shall not be entitled to
exercise any of their other rights as shareholders in respect thereof unless payment of the
Redemption Price shall not be made upon presentation and surrender of the certificates in
accordance with this paragraph 2.3, in which case




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- 6 - the rights of the holders shall remain unaffected. Redemption monies that are represented by
a cheque which has not been presented to the Corporations bankers for payment or that otherwise
remain unclaimed (including monies held on deposit to a special account as provided for above) for
a period of 6 years from the date specified for redemption shall be forfeited to the Corporation. 3. Purchase for Cancellation 3.1 Optional Purchase Subject to the provisions of applicable law, to the provisions of clause 4 hereof and to the
rights, privileges, preferences, restrictions and conditions attaching to any shares of the
Corporation ranking prior to the Preferred Shares, the Corporation may at any time or from time to
time purchase for cancellation all or any part of the outstanding Series 2 Shares (i) at any price
by invitation for tenders addressed to all of the registered holders of Series 2 Shares then
outstanding or through the facilities of any stock exchange on which the Series 2 Shares are
listed, or (ii) in any other manner provided that in such case the price for each Series 2 Share so
purchased for cancellation shall not exceed $26.00 plus an amount equal to all dividends, if any,
accrued and unpaid thereon up to but not including the date of purchase if such purchase is made on
or before May 15, 1990 and thereafter shall not exceed the Redemption Price which would be
applicable if such shares were redeemed on the date of purchase, together in each case with costs
of purchase. If, in response to an invitation for tenders under the provisions of this paragraph
3.1, more Series 2 Shares are tendered at a price or prices acceptable to the Corporation than the
Corporation is prepared to purchase, then the Series 2 Shares to be purchased by the Corporation
shall be purchased as nearly as may be pro rata according to the number of shares tendered by each
holder who submits a tender to the Corporation, provided that when shares are tendered at different
prices, the pro rating shall be effected only with respect to the shares tendered at the price at
which more shares were tendered than the Corporation is prepared to purchase after the Corporation
has purchased all the shares tendered at lower prices.




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- 7 - 3.2 Purchase Obligation Subject to the provisions of applicable law, to the provisions of clause 4 hereof and to the
rights, privileges, preferences, restrictions and conditions attaching to any shares of the
Corporation ranking prior to the Preferred Shares, so long as any of the Series 2 Shares are
outstanding, the Corporation shall make all reasonable efforts to purchase for cancellation in the
open market at such time or times as the Corporation in its discretion shall determine, in each
calendar quarter from and including the calendar quarter beginning July 1, 1990, 3/4 of 1% of the
number of Series 2 Shares outstanding as at the close of business on June 30, 1990 if and to the
extent that such shares are available for purchase at a price or prices not exceeding $25.00 per
share plus an amount equal to all dividends, if any, accrued and unpaid thereon up to but not
including the date of purchase and costs of purchase. To the extent such purchases are not made,
such obligation shall carry over to the succeeding calendar quarters in the same calendar year. If,
having used all reasonable efforts as the Corporation in its sole discretion shall determine, the
Corporation is unable to purchase in the 4 calendar quarters in any calendar year the aggregate
number of Series 2 Shares the Corporation is obligated to purchase during the 4 calendar quarters
of that calendar year pursuant to this paragraph 3.2, the Corporations obligation to purchase
Series 2 Shares with respect to the calendar quarters in such calendar year will not carry over to
the succeeding calendar year but, except as hereinafter provided, will be extinguished. If the
Corporation is unable to fulfill the obligations of this provision because such purchase would be
contrary to the provisions of applicable law, then such obligation shall carry over to the next
succeeding calendar year. All purchases, redemptions or other acquisitions by the Corporation of
Series 2 Shares in any calendar year, pursuant to this paragraph 3.2 or otherwise, may be applied
to satisfy the purchase obligation hereunder in such calendar year. For the purposes of this
paragraph 3.2., calendar year means a period of 12 months commencing on the first day of January
in any year and calendar quarter means a period of 3 months commencing on the first day of
January, April, July or October in any year.




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- 8 - 4. Restrictions on Dividends and
    Retirement and Issue of Shares So long as any of the Series 2 Shares are outstanding, the Corporation shall
not, without the prior approval of the holders of the Series 2 Shares given as specified in
clause 7:  (a)
    declare, pay or set apart for payment any dividend
on the Common Shares, the Non-voting Class A
Shares or any other shares of the Corporation
ranking as to the payment of dividends junior to
the Series 2 Shares (other than stock dividends in
shares of the Corporation ranking as to dividends
junior to the Series 2 Shares); or(b)
    redeem, purchase for cancellation or otherwise
retire or make any capital distribution on or in
respect of any Common Shares, Non-voting Class A
Shares or other shares ranking as to the return of
capital junior to the Series 2 Shares (except out
of the net cash proceeds of a substantially
concurrent issue of shares ranking as to capital
junior to the Series 2 Shares); or(c)
    redeem, purchase or otherwise retire less than all
the Series 2 Shares; or(d)
    redeem, purchase or otherwise retire any other
shares of the Corporation ranking as to the payment of dividends or the return of capital on a
parity with the Series 2 Shares; or(e)
    issue any additional Series 2 Shares or any shares
ranking as to the payment of dividends or the
return of capital prior to or on a parity with the
Series 2 Shares; unless, in each such case, all dividends then payable on the Series 2 Shares then outstanding and
on all other shares of the Corporation ranking as to dividends on a parity with the




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- 9 - Series 2 Shares shall have been declared and paid or monies set apart for payment. 5. 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 Series 2 Shares shall be entitled to receive from the assets of the
Corporation a sum equal to $25.00 per Series 2 Share held by them respectively, plus an amount
equal to all dividends, if any, accrued and unpaid thereon up to and including the date of
distribution, the whole before any amount shall be paid by the Corporation or any assets of the
Corporation shall be distributed to holders of the Common Shares or the Non-voting Class A Shares
of the Corporation or shares of any other class of the Corporation ranking as to the return of
capital junior to the Series 2 Shares. However, if such liquidation, dissolution or winding-up is
voluntary, in lieu of the foregoing the holders of the Series 2 Shares will be entitled to receive
$26.00 plus an amount equal to all dividends accrued and unpaid thereon up to and including the
date of distribution if the distribution occurs on or prior to May 15, 1990 and if the distribution
occurs thereafter, to receive an amount per share equal to the Redemption Price which would be
applicable if such shares were to be redeemed on the date of distribution. After payment to the
holders of the Series 2 Shares of the amounts so payable to them, they shall not be entitled to
share in any further distribution of the assets of the Corporation. 6. Modification of Series The rights, privileges, restrictions and conditions attached to the Series 2 Shares may be
added to, changed or removed only with the prior approval of the holders of the Series 2 Shares
given as specified in clause 7, in addition to any vote or authorization required by law.




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##### 



- 10 - 7. Approval of Holders of Series 2 Shares Any approval of the holders of the Series 2 Shares with respect to any and all matters
referred to herein or of any other matters requiring the consent of the holders of the Series 2
Shares may be given in such manner as may then be required by law, subject to a minimum requirement
that such approval be given by resolution signed by all the holders of outstanding Series 2 Shares
or passed by the affirmative vote of at least two-thirds of the votes cast by the holders of Series
2 Shares who voted in respect of that resolution at a meeting of the holders of the Series 2 Shares
duly called for that purpose at which the holders of at least 25% of the outstanding Series 2
Shares are present in person or represented by proxy, or, if such quorum is not present at such
meeting, at an adjourned meeting at which the holders of Series 2 Shares then present in person or
represented by proxy shall constitute a quorum for all purposes. The formalities to be observed
with respect to proxies, the giving of notice and the conduct of any such meeting or any adjourned
meeting shall be those from time to time prescribed by the articles and by-laws of the Corporation
with respect to meetings of shareholders. On every poll taken at every meeting of holders of Series
2 Shares, each holder entitled to vote thereat shall be entitled to one vote for each Series 2
Share held by such holder. 8. Voting Rights 8.1 Right to Vote The holders of the Series 2 Shares shall not be entitled as such (except as hereinafter
specifically provided) to receive notice of or to attend any meeting of the shareholders of the
Corporation and shall not be entitled to vote at any such meeting unless and until the Corporation
from time to time shall fail to pay 8 consecutive quarterly cumulative preferential cash dividends
on the Series 2 Shares on the dates on which the same should be paid under the provisions of clause
1 hereof whether or not such dividends have been declared and whether or not there are any moneys
of the Corporation properly applicable to the payment of dividends. Thereafter, but only so long as
any dividends on the Series 2 Shares remain in arrears, the holders of the




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##### 



- 11 - Series 2 Shares shall be entitled, voting separately as a class with all other holders of
Preferred Shares who have such right in similar circumstances, to elect 1 member of the board of
directors of the Corporation. Nothing herein contained shall be deemed to restrict the right of
the Corporation from time to time to increase or decrease the number of its directors. 8.2 Meeting to Elect Director For the purpose of electing directors as provided in this clause 8, the holders of the Series
2 Shares shall be entitled to receive notice of all meetings of shareholders of the Corporation at
which directors are to be elected. If there is not then a director who has been elected by the
holders of Preferred Shares entitled to vote as provided in paragraph 8.1, a separate meeting of
the holders of such Preferred Shares shall be held at the time of such meeting. At such separate
meeting, each holder of Series 2 Shares shall have 1 vote for each Series 2 Share held, each holder
of each other series of such Preferred Shares shall have 1 vote in respect of each $25.00 of issue
price of such Preferred Shares held by such holder and a quorum for the separate meeting of the
holders of such Preferred Shares shall be holders of each series of such Preferred Shares being not
less than 2 in number and holding or representing by proxy not less than 10% of the Preferred
Shares of such series. The formalities to be observed with respect to proxies, the giving of notice
and the conduct of any such meeting shall be those from time to time prescribed in the articles and
by-laws of the Corporation with respect to meetings of shareholders. 8.3 Vacancy Subject to the Canada Business Corporations Act, any vacancy occurring in the member of the
board elected by the holders of Preferred Shares entitled to vote in accordance with the foregoing
provisions of this clause 8 may be filled by the directors. Whether or not such vacancy is so
filled by the directors, the holders of record of at least 10% of the outstanding Series 2 Shares
shall have the right to require the Secretary of the Corporation to call a meeting of the holders
of Preferred Shares entitled to vote as provided in paragraph 8.1 for the purpose of filling the




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##### 



- 12 - vacancy or replacing the person filling such vacancy who was appointed by the directors, and
the provisions of paragraph 8.2 shall apply in respect of such meeting. 8.4 Termination Notwithstanding anything contained in the articles or by-laws of the Corporation, upon any
termination of the right of the holders of the Preferred Shares to elect a director as provided in
this clause 8, the term of office of the director elected by the holders of Preferred Shares
entitled to vote in accordance with the foregoing provisions of this clause 8 shall terminate and
the vacancy thereby created may be filled by the remaining directors. 9. Statutory Compliance Notwithstanding anything to the contrary contained herein, the Corporation shall not redeem,
purchase for cancellation or otherwise retire, reduce or make any return of capital in respect of
any Series 2 Shares unless the same is in accordance with the Canada Business Corporations Act. 10. Interpretation In the event that any date on which any dividend on the Series 2 Shares is payable by
the Corporation, or on or by which any other action is required to be taken by the Corporation
hereunder, is not a Business Day, then such dividend shall be payable, or such other action shall
be required to be taken, on or by the next succeeding date that is a Business Day. Any notice (which term includes any communication or document) required or permitted to be
given, sent, delivered or otherwise served upon a holder of Series 2 Shares pursuant to these
provisions shall be deemed to be given, sent, delivered, served and received, if sent by prepaid
mail, on the date of mailing thereof.




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##### 



- 13 -  For the purpose of these share provisions:(a)
    Annual Dividend Rate means:  (i)
    in respect of each Dividend Payment Date
occurring on or before May 15, 1990, 9.375%; and(ii)
    in respect of each Dividend Payment Date occurring after May 15, 1990, 71% of the
Canadian Prime for the Quarter ending immediately before the relevant Dividend Payment
Date;  (b)
    Banks collectively means any two of The Royal
Bank of Canada, Bank of Montreal, The Bank of Nova
Scotia, The Toronto-Dominion Bank and Canadian
Imperial Bank of Commerce and any successor of any
of them as may be designated from time to time by
the Corporation by notice given to the Transfer
Agent not less than 2 Business Days prior to the
relevant Dividend Payment Date and, until such
notice is given, collectively means The Royal Bank
of Canada and The Toronto-Dominion Bank;(c)
    Business Day means a day other than a Saturday,
a Sunday or any other day that is treated as a
holiday for the purpose of legislation in Canada
or in the Province or municipality in which the
Corporations registered office is located;(d)
    Canadian Prime for a Quarter is the arithmetic
average of the Prime Interest Rates in effect on
each of the days of that Quarter;(e)
    Dividend Payment Dates means the fifteenth day
of each of February, May, August and November in
each year;




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##### 



- 14 -  (f)
    Dividend Quarter means the period from a
Dividend Payment Date to the next succeeding
Dividend Payment Date;(g)
    Prime Interest Rate for any day is the arithmetic average of the annual rates of interest
announced from time to time by the Banks as the
reference rates then in effect for such day for
determining interest rates on Canadian dollar
commercial loans made in Toronto. If one of the
Banks does not have such an interest rate in
effect on a day, the Prime Interest Rate for such
day shall be such interest rate in effect for that
day of the other Bank; if both of the Banks do not
have such an interest rate in effect for a day,
the Prime Interest Rate for that day shall be
equal to 1.5% per annum plus the average yield per
annum on 91-day Government of Canada Treasury
Bills as reported by the Bank of Canada for the
weekly tender for the week immediately preceding
that day; and if both of such Banks do not have
such an interest rate in effect for a day and the
Bank of Canada does not report such average yield
per annum, the Prime Interest Rate shall be equal
to the Prime Interest Rate for the next preceding
day. The Prime Interest Rate and the Canadian
Prime shall be determined from time to time by an
officer of the Corporation from quotations supplied by the Banks or otherwise
publicly available. Such determination shall, in the absence of
manifest error, be final and binding upon the
Corporation and upon all holders of Series 2
Shares;(h)
    Quarter is a period of 3 consecutive calendar months commencing on the first day of
January, April, July or October;(i)
    ranking as to capital means ranking with respect to the distribution of assets 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,
whether voluntary or involuntary;




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##### 



- 15 -  (j)
    ranking as to dividends means ranking with
respect to the payment of dividends by the Corporation on its shares; and(k)
    Transfer Agent means Canada Permanent Trust
Company or such other person, firm or corporation as the Corporation
may, from
time to time, appoint as the transfer agent of the Series 2 Shares at such locations as the
Corporation may, from time to time, approve.




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##### 



(LOGO)
    
    Consumer and
Corporation Afffairs Canada
    
    Consommation
et Corporations Canada
 Certificate of Amendment
    
    Certificat de modificationCanada Business
    
    Loi sur les sociétésCorporation Act
    
    commerciales canadiennes
  CROWNX INC.
    
    
    
    11266-6Name of corporation
 Dénomination de la société
    
    Number  NuméroI hereby certify that
the Articles of the
above-mentioned Corporation
were amended
    
    
    
    Je certifie par les présentes que
les statuts de la société mentionnée
ci-haut ont été modifiés(a) under section 13 of
the Canada Business
Corporations Act in
accordance with the attached
notice;
    
    o
    
    (a) en vertu de larticle 13 de la
Loi sur les sociétés commerciales
canadiennes conformément à lavis
ci-joint;(b) under Section 27 of
the Canada Business
Corporations Act as set out
in the attached Articles of
Amendment designating a
series of shares;
    
    þ
    
    (b) en vertu de larticle 27 de la
Loi sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses modificatrices ci-jointes
désignant une série dactions;(c) under Section 171
of the Canada Business
Corporations Act as set out
in the attached Articles of
Amendment:
    
    o
    
    (c) en vertu de larticle 171 de la
Loi sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses modificatrices ci-jointes;(d) under Section 185
of the Canada Business
Corporations Act as set out
in the attached Articles of
Reorganization;
    
    o
    
    (d) en vertu de larticle 185 de la
Loi sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses de réorganisation ci-jointes;(e) under Section 185.1
of the Canada Business
Corporations Act as set out
in the attached Articles of
Arrangement.
    
    o
    
    (e) en vertu de larticle 185.1 de la
Loi sur les sociétés commerciales
canadiennes tel quindiqué dans les
clauses darrangement ci-jointes.Le
Directeur(SIGNATURE)
    
    
    
    December 18, 1985
le 18 décembre 1985Director
    
    
    
    Date of Amendment  Date de
la modification
 (CANADA LOGO)




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##### 



CANADA BUSINESS 
CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT 
(SECTION 27 OR 171)
    
    (LOGO)
    
    LOI SUR LES SOCIÉTÉS 
COMMERCIALES CANADIENNES
FORMULE 4
CLAUSES MODIFICATRICES
(ARTICLE 27 OU 171)
 1 Name
of Corporation - Denomnation de la société
    
    
    
    
    2 Corporation No
 No de la sociétéCROWNX
INC.
    
    
    
    
    011266-6
 3 The of the above-named corporation are amended
    
    Les statuts de la société
ci-haut mentionnée sont modifiés de laas follows:
    
    façon suivante.
 1. Pursuant to paragraph 3 thereof by fixing the number of shares in, and determining the
designation, rights, privileges, restrictions and conditions attaching to, the fifth and
sixth series of Preferred Shares of the Corporation as set out in Schedule A hereto, which
Schedule is incorporated into this form.  Date
    
    
    Signature
    
    
    Description of Office  Description du posteDecember 18, 1985
    
    
    (SIGNATURE)
    
    
    Executive Vice-President, FinanceFOR DEPARTMENTAL USE ONLY
    
    
    
    
    
    À
LUSAGE DU MINISTÈRE SEULEMENTFiled  Déposée18-12-85




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##### 



Schedule A CROWNX INC. Resolution of the
directors of Crownx Inc. (the Corporation) fixing the number and
designating the rights, privileges, restrictions and conditions attaching to the Adjustable
Dividend Preferred Shares, Series 3 and the Adjustable Dividend Preferred Shares, Series 4. WHEREAS the Corporations share capital includes an unlimited number of Preferred
Shares without nominal or par value, which Preferred Shares may be issued in one or more series
with the directors of the Corporation being entitled by resolution to fix the number of shares in
each series and to designate the rights, privileges, restrictions and conditions attaching to the
shares of each series; and WHEREAS the directors of the Corporation have determined to designate two further series of
Preferred Shares, having attached thereto the rights, privileges, restrictions and conditions
hereinafter set forth, the shares of each such series being convertible on the terms hereinafter
set forth into the shares of the other series; RESOLVED THAT: (a) The fifth and sixth series of the Preferred Shares of the Corporation shall be designated respectively as
Adjustable Dividend Preferred Shares, Series 3 (herein after called the Series 3 Preferred Shares) and as
Adjustable Dividend Preferred Shares, Series 4 (herein after called the Series 4 Preferred Shares). (b) Subject to any further designation as provided in part (c) of this resolution, the number of shares of each of
the Series 3 Preferred Shares and Series 4 Preferred Shares shall be fixed as 4,000,000 provided that:




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##### 



- 2 -  (i)
    when Series 3 Preferred Shares have been converted into Series 4 Preferred
Shares, the number of unissued Series 3 Preferred Shares shall be increased by the
number of Series 4 Preferred Shares issued as a result of conversion; and(ii)
    when Series 4 Preferred Shares have been converted into Series 3 Preferred
Shares, the number of unissued Series 4 Preferred Shares shall be increased by the
number of Series 3 Preferred Shares issued as a result of conversion; so that the number of unissued shares of each such series shall be sufficient at all times to
permit conversion pursuant hereto of the aggregate number of shares of the other series issued and
outstanding at the same time. (c) In addition to the number of Series 3 and Series 4 Preferred Shares fixed in part (b) above of this resolution,
the directors of the Corporation may designate one or more series of Preferred Shares (i) having rights, privileges,
restrictions and conditions identical in all respects to the Series 3 or 4 Preferred Shares, as the case may be, and (ii)
the shares of which newly designated series shall rank pari passu with and shall participate equally and proportionately
without discrimination with the Series 3 or Series 4 Preferred Shares, as the case may be, as if the shares of
any such latter series had been designated as part of the Series 3 or Series 4 Preferred Shares, as the case may be.
Upon such designation, the authorized number of shares fixed in any such latter series may be added to and shall form
part of the Series 3 or Series 4 Preferred Shares, as the case may be. In the event of any designation pursuant to
this part, the directors shall designate an equal authorized number of two series of Preferred Shares, such that the
authorized number of Series 3 and Series 4 Preferred Shares shall remain equal. (d) In addition to the preferences, rights, privileges, restrictions and conditions attaching to the Preferred Shares as a class, the rights, privileges, restrictions
and conditions attaching to (i) the Series 3 Preferred Shares shall be as set forth in Part A below, and (ii) the
Series 4 Preferred Shares shall be as set forth in Part B below.




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##### 



- 3 -  PART A 
    Rights, Privileges, Restrictions and Conditions Attaching to Series 3 Preferred Shares 1.Dividends 1.1 Payment of Dividends On each Dividend Payment Date, commencing with the first Dividend Payment Date which shall be
May 15, 1986, the holders of the Series 3 Preferred Shares shall be entitled to receive, and the
Corporation shall pay thereon, as and when declared by the directors of the Corporation out of
monies of the Corporation properly applicable to the payment of dividends, quarterly cumulative
preferential cash dividends in an amount equal to the amount (rounded to the nearest 1/100th of one
cent) obtained by multiplying $25.00 by one-quarter of the Annual Dividend Rate. Subject to
paragraph 3.6, dividends on the Series 3 Preferred Shares shall accrue from day to day from the
date of issue thereof. 1.2 Dividends for a Partial Quarter Subject to paragraph 3.6, the amount of the dividend or amount calculated by reference to the
dividend for any period which is less than a Dividend Quarter (including, in the case of the
original issue of Series 3 Preferred Shares, November 16, 1985 to February 15, 1986 as if it were a
Dividend Quarter) with respect to any Series 3 Preferred Share:  (a)
    which is issued, redeemed or purchased during such Dividend Quarter; or(b)
    where assets of the Corporation are distributed to the holders of the Series 3 Preferred Shares pursuant to clause 6 hereof during such Dividend Quarter; shall be equal to the amount (rounded to the nearest 1/100th of one cent) calculated by multiplying
(i) an amount equal




---



##### 



- 4 - to the amount obtained by multiplying $25.00 by one-quarter of the Annual Dividend Rate applicable
for the nearest Dividend Payment Date occurring on or before the end of such period (treating, in
the case of the original issue of Series 3 Preferred Shares, February 15, 1986 as if it were the
end of such period) by (ii) a fraction of which the numerator is the number of days in such
Dividend Quarter that such share has been outstanding (excluding the date of issue or the Dividend
Payment Date at the beginning of such Dividend Quarter if such share was outstanding on that date
and including the date of redemption, purchase or distribution or the Dividend Payment Date at the
end of such Dividend Quarter if such share was outstanding on that date) and the denominator is the
number of days in such Dividend Quarter (excluding the Dividend Payment Date at the beginning
thereof and including the Dividend Payment Date at the end thereof). 1.3 Method of Payment Cheques payable in lawful money of Canada at par at any branch in Canada of the Corporations
bankers for the time being shall be issued in respect of the dividends on the Series 3 Preferred
Shares (less any tax required to be and deducted or withheld by on or behalf of the Corporation).
The mailing on or before any Dividend Payment Date of such a cheque, payable on such Dividend
Payment Date, to a holder of Series 3 Preferred Shares shall be deemed to be payment of the
dividends represented thereby unless the cheque is not paid upon presentation. Dividends which are
represented by a cheque which has not been presented to the drawee for payment or that otherwise
remain unclaimed for a period of 6 years from the date on which they were declared to be payable
shall be forfeited to the Corporation. 1.4 Cumulative Payment of Dividends If on any Dividend Payment Date the dividends accrued to such date are not paid in full on all
of the Series 3 Preferred Shares then outstanding, such dividends, or the unpaid part thereof, in
each case in the amount determined pursuant to this clause 1 on the relevant Dividend Payment Date,
shall be paid on a subsequent date or dates determined by the directors of the Corporation on




---



##### 



- 5 - which the Corporation shall have sufficient monies properly applicable to the payment of
such dividends. The holders of Series 3 Preferred Shares shall not be entitled to any
dividends other than or in excess of the cumulative preferential cash dividends provided for
herein. 2.Redemption 2.1 Optional Redemption The Series 3 Preferred Shares shall not be redeemable at the option of the Corporation
prior to February 16, 1991. On and after February 16, 1991, but subject to the provisions of
this clause 2 and of clause 5 hereof and to the rights, privileges, preferences, restrictions
and conditions attaching to any shares of the Corporation ranking prior to the Preferred
Shares, the Corporation may, upon giving notice as hereinafter provided, redeem at any time
the whole or from time to time any part of the then outstanding Series 3 Preferred Shares, on
payment for each share to be redeemed of the applicable price determined as follows: If redeemed during the 12 monthperiod beginning February 16
    
    Price per share1991
    
    $
    26.001992
    
    $
    25.751993
    
    $
    25.501994
    
    $
    25.251995 and thereafter
    
    $
    25.00
 together with an amount equal to all dividends, if any, accrued and unpaid thereon up to
and including the date specified for redemption (the whole amount constituting and being
hereinafter referred to as the Redemption Price). 2.2 Partial Redemption In case a part only of the Series 3 Preferred Shares is at any time to be redeemed, the
shares so to be




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##### 



- 6 - redeemed shall be selected by lot or, if the directors of the Corporation so determine,
on a pro rata basis, disregarding fractions, according to the number of Series 3 Preferred Shares
held by each of the registered holders thereof. If a part only of the Series 3 Preferred Shares
represented by any certificate shall be redeemed, a new certificate representing the balance of
such shares shall be issued to the holder thereof at the expense of the Corporation upon
presentation and surrender of the first mentioned certificate. 2.3 Method of Redemption In any case of redemption of Series 3 Preferred Shares, the Corporation shall, not less
than 30 nor more than 60 days before the date specified for redemption, send to each registered
holder of Series 3 Preferred Shares to be redeemed notice of the intention of the Corporation to
redeem such Series 3 Preferred Shares. Accidental failure or omission to give such notice to one or
more holders shall not affect the validity of such redemption, but upon such failure or omission
being discovered notice shall be given forthwith to such holder or holders and shall have the same
force and effect as if given in due time. Such notice shall set out: the number of Series 3
Preferred Shares held by the person to whom it is addressed which are to be redeemed; the
Redemption Price; the date specified for redemption; the place or places within Canada at which
holders of Series 3 Preferred Shares may present and surrender such shares for redemption; and, if
applicable, a summary of any conversion rights arising from such proposed redemption. On and after
the date specified for redemption, the Corporation shall pay or cause to be paid to or to the order
of the registered holders of the Series 3 Preferred Shares to be redeemed the Redemption Price of
such shares on presentation and surrender, at the registered office of the Corporation or any other
place or places within Canada specified in the notice of redemption, of the certificate or
certificates representing the Series 3 Preferred Shares called for redemption. Payment in respect
of Series 3 Preferred Shares being redeemed shall be made by cheques payable to the registered
holders thereof in lawful money of Canada at par at any branch in Canada of the Corporations
bankers for the time being. The Corporation shall have the right at any time after the giving of
notice of redemption to deposit the Redemption Price of the Series 3 Preferred Shares so called




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- 7 - for redemption, or of such of the Series 3 Preferred Shares which are represented by certificates
which have not at the date of such deposit been surrendered by the holders thereof in connection
with such redemption, to a special account in any chartered bank or any trust company in Canada
named in such notice or in a subsequent notice to the holders of the shares in respect of which the
deposit is made, to be paid without interest to or to the order of the respective holders of Series
3 Preferred Shares called for redemption upon presentation and surrender to such bank or trust
company of the certificates representing such shares. Upon such deposit being made or upon the date
specified for redemption, whichever is the later, the Series 3 Preferred Shares in respect of which
such deposit shall have been made shall be deemed to be redeemed and the rights of the holders
thereof shall be limited to receiving, without interest, from their proportionate part of the
amount so deposited upon presentation and surrender of the certificate or certificates representing
their Series 3 Preferred Shares being redeemed the Redemption Price in respect of such shares. Any
interest allowed on any such deposit shall belong to the Corporation. From and after the date
specified for redemption in any such notice of redemption, the Series 3 Preferred Shares called for
redemption shall cease to be entitled to dividends or any other participation in the assets of the
Corporation and the holders thereof shall not be entitled to exercise any of their other rights as
shareholders in respect thereof unless payment of the Redemption Price shall not be made upon
presentation and surrender of the certificates in accordance with this paragraph 2.3, in which case
the rights of the holders shall remain unaffected. Redemption monies that are represented by a
cheque which has not been presented to the drawee for payment or that otherwise remain unclaimed
(including monies held on deposit in a special account as provided for above) for a period of 6
years from the date specified for redemption shall be forfeited to the Corporation. 3.Conversion Rights 3.1 Right to Convert So long as any Series 3 Preferred Shares remain outstanding, any holder thereof, upon
compliance in each case with the procedures herein contained but subject to the




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##### 



- 8 - provisions of clause 5 hereof and to the rights, privileges, restrictions and conditions
attaching to any shares of the Corporation ranking prior to or on a parity with the Series 3
Preferred Shares, shall have the right, at the holders option, to convert all or any of the
holders Series 3 Preferred Shares into fully-paid and non-assessable Series 4 Preferred Shares on
a share-for-share basis at each of the times or in each of the circumstances set forth below:  (i)
    on February 16 in each Anniversary Year; or(ii)
    if:  (a)
    Series 3 Preferred Shares have been called for redemption pursuant to clause 2 in whole but not in part; and(b)
    there are Series 4 Preferred Shares outstanding on the date specified for redemption of
Series 3 Preferred Shares and there would be Series 4 Preferred Shares outstanding after
giving effect to any contemporaneous call for redemption thereof as at the date specified
for redemption of Series 3 Preferred Shares; or  (iii)
    if the number of Series 3 Preferred Shares outstanding at any particular time
should be equal to or less than 600,000 shares and if such number outstanding is less
than the number of Series 4 Preferred Shares outstanding at the same time, then as at the
Dividend Payment Date next succeeding a period of not less than 30 days following the
notice given by the Corporation under paragraph 11.2, provided that if the Corporation
should fail to give such notice then on and as at any succeeding Dividend Payment Date;
or(iv)
    if:




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##### 



- 9 -  (a)
    The Corporation shall, at any particular time, have been in default of
payment of dividends on the Series 3 Preferred Shares and shall at any
particular time thereafter have declared and paid or set apart for payment
all such dividends then accrued but unpaid; and(b)
    during the period in which the Corporation was so in
default, the holders were not able to exercise the conversion rights
contained in subparagraph (i) of this paragraph 3.1 due to the application of
clause 5; then on the Dividend Payment Date next succeeding the date at which the
Corporation shall have paid or set apart for payment all such accrued but unpaid
dividends. 3.2 Partial Conversion If a holder of Series 3 Preferred Shares is entitled to and does elect the right of
conversion contained in subparagraph (ii) of paragraph 3.1 and also elects to convert less than all
the Series 3 Preferred Shares represented by any certificate therefor, the balance of the shares
represented by any such certificate shall be subject to redemption in accordance with clause 2. 3.3 Conversion Procedure The conversion rights herein provided may be exercised by notice in writing given to and
received by the Transfer Agent for the Series 3 Preferred Shares (which notice shall be in the form
of the conversion panel contained on the certificate(s) therefor or a facsimile thereof acceptable
to the Transfer Agent) at any office where a register or branch register of transfers for Series 3
Preferred Shares is maintained, accompanied by the certificate(s) representing the Series 3
Preferred Shares in respect of which the holder desires to exercise the right of conversion. The
notice shall be signed by the holder and




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##### 



- 10 - shall specify the number of Series 3 Preferred Shares which the holder desires to have
converted and the name or names in which the Series 4 Preferred Shares issued as a result of
conversion are to be registered. If less than all of the Series 3 Preferred Shares represented by
any certificate(s) accompanying any such notice are to be converted, the holder shall be entitled
to receive a new certificate without charge representing the Series 3 Preferred Shares comprised in
the certificate(s) surrendered as aforesaid which are not to be converted, except in the case where
the remainder of such Series 3 Preferred Shares are to be redeemed in which case the Corporation
shall not be obliged to issue any certificate representing such remainder. Any certificate(s)
representing Series 4 Preferred Shares issued as a result of conversion shall be issued in the name
of the registered holder of the Series 3 Preferred Shares converted or, subject to payment by the
registered holder of any stock transfer or other applicable taxes, in such name or names as the
registered holder may direct in writing (either in the notice above referred to or otherwise). 3.4 Required Date of Deposit Certificates representing Series 3 Preferred Shares and the notice of conversion, as provided
in paragraph 3.3 hereof, must be deposited at an office of the Transfer Agent referred to in clause
3.3:  (i)
    in the case of conversion pursuant to subparagraph (i) of paragraph 3.1,
between January 10 and February 10 in any Anniversary Year;(ii)
    in the case of conversion pursuant to subparagraph
(ii) of paragraph 3.1, prior
to the close of business at any such office on the third Business Day prior to the date
specified for redemption; and(iii)
    in the case of conversion pursuant to either of subparagraphs (iii) or (iv) of
paragraph 3.1, prior to the close of business at any such office on the Business Day
prior to the applicable Dividend Payment Date(s) determined under the applicable
subparagraph.




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- 11 - 3.5 Effective Date of
Conversion Series 3 Preferred Shares which have been converted into Series 4 Preferred Shares shall be
deemed to have been so converted and the holder(s) of Series 3 Preferred Shares shall be deemed to
be holders of Series 4 Preferred Shares of record, for all purposes (but subject to paragraph 3.6),
on:  (i)
    in the case of conversion pursuant to subparagraph (i) of paragraph 3.1,
February 16 in the particular Anniversary Year in which conversion occurs;(ii)
    in the case of conversion pursuant to subparagraph (ii) of paragraph 3.1, the
date specified for redemption (unless redemption should not occur, in which case the
conversion shall not occur); and(iii)
    in the case of conversion pursuant to either of
subparagraphs (iii) or (iv) of paragraph 3.1, the applicable Dividend Payment
Date(s) determined under the applicable subparagraph. No delay in the issue or delivery of certificates representing Series 4 Preferred Shares shall
affect the effective date(s) of conversion or the rights of a registered holder of Series 4
Preferred Shares. 3.6 Dividend Adjustment If the date specified for redemption of any Series 3 Preferred Shares which may be converted
under subparagraph (ii) of paragraph 3.1 hereof or of any Series 4 Preferred Shares which may be
converted under subparagraph (ii) of paragraph 3.1 of the rights, privileges, restrictions, and
conditions attaching thereto is:  (a)
    prior to a dividend record date established by
resolution of the directors of the Corporation for any particular Dividend Quarter,
then no dividends




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##### 



- 12 - shall accrue or be payable on any shares so converted and dividends shall accrue
and be payable on the shares issued as a result of any such conversion, at the
rate payable thereon, from the last immediately preceding Dividend Payment Date
for the whole of that Dividend Quarter; and  (b)
    is on or after a dividend record date so established, then dividends shall
accrue and be payable on the shares so converted, at the rate payable thereon, for
the whole of that Dividend Quarter as if any shares so converted were outstanding
during the whole of that Dividend Quarter, and no dividends shall accrue and be
payable on the shares issued as a result of conversion until the date following the
next succeeding Dividend Payment Date. 3.7 Irrevocable Election The election of any holder to convert any Series 3 Preferred Shares into Series 4 Preferred
Shares shall be irrevocable upon receipt by the Corporation or the Transfer Agent of notice and the
certificate(s) for the shares to be converted as provided in paragraph 3.3. 3.8 Maintaining Equality of Series The Series 3 Preferred Shares shall not be reclassified, consolidated, subdivided,
converted (except for conversions of Series 3 Preferred Shares into Series 4 Preferred Shares),
exchanged for shares of another class or series or otherwise reorganized unless the Series 4
Preferred Shares are similarly affected at the same time and in the same manner. 4. Purchase for Cancellation Subject to the provisions of applicable law, to the provisions of clause 5 hereof and to
the rights, privileges, restrictions and conditions attaching to any shares of the Corporation
ranking prior to the Preferred Shares,




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##### 



- 13 - the Corporation may at any time or from time to time purchase for cancellation all or any
part of the outstanding Series 3 Preferred Shares (i) at any price by invitation for tenders
addressed to all of the registered holders of Series 3 Preferred Shares then outstanding or through
the facilities of any stock exchange on which the Series 3 Preferred Shares are listed, or (ii) in
any other manner provided that in such case the price for each Series 3 Preferred Share so
purchased for cancellation shall not exceed $26.00 plus an amount equal to all dividends, if any,
accrued and unpaid thereon up to but not including the date of purchase if such purchase is made
prior to February 16, 1991 and thereafter shall not exceed the Redemption Price which would be
applicable if such shares were redeemed on the date of purchase, together in each case with costs
of purchase. If, in response to an invitation for tenders under the provisions of this clause 4,
more Series 3 Preferred Shares are tendered at a price or prices acceptable to the Corporation than
the Corporation is prepared to purchase, then the Series 3 Preferred Shares to be purchased by the
Corporation shall be purchased to the next lowest whole share as nearly as may be pro rata
according to the number of shares tendered by each holder who submits a tender to the Corporation
or as otherwise may be required by applicable law, provided that when shares are tendered at
different prices, the pro rating shall be effected only with respect to the shares tendered at the
price at which more shares were tendered than the Corporation is prepared to purchase after the
Corporation has purchased all the shares tendered at lower prices.  5.
    Restrictions on Dividends and Retirement and Issue of Shares So long as any of the Series 3 Preferred Shares are outstanding, the Corporation shall not,
without the prior approval of the holders of the Series 3 Preferred Shares or, in the case of the
restriction contained in part (f) of this clause, an amendment to the rights, privileges,
restrictions and conditions attaching to the Series 3 Preferred Shares, in each case given as
specified in clause 8:  (a)
    declare, pay or set apart for payment any dividend on the Common Shares, the
Non-voting Class A Shares or any other shares of the Corporation ranking as to the
payment of dividends junior to




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##### 



- 14 - the Series 3 Preferred Shares (other than stock dividends in shares of the
Corporation ranking as to dividends junior to the Series 3 Preferred Shares); or  (b)
    redeem, purchase for cancellation or otherwise retire or make any capital
distribution on or in respect of any Common Shares, Non-voting Class A Shares or
other shares ranking as to the return of capital junior to the Series 3 Preferred
Shares (except out of the net cash proceeds of a substantially concurrent issue of
 shares ranking as to capital junior to the Series 3 Preferred Shares); or(c)
    redeem, purchase or otherwise retire less than all the Series 3 Preferred
Shares; or(d)
    redeem, purchase or otherwise retire any other shares of the Corporation
ranking as to the payment of dividends or the return of capital on a parity with the
Series 3 Preferred Shares; or(e)
    issue any additional Series 3 Preferred Shares or any shares ranking as to
the payment of dividends or the return of capital prior to or on a parity with the
Series 3 Preferred Shares; or(f)
    issue any Series 4 Preferred Shares as a result of conversion or purported
conversion of any Series 3 Preferred Shares; unless, in each such case, all dividends then payable on the Series 3 Preferred Shares then
outstanding and on all other shares of the Corporation ranking as to dividends on a parity with the
Series 3 Preferred Shares shall have been declared and paid or monies set apart for payment. 6.Liquidation, Dissolution or Winding Up In the event of the liquidation, dissolution or winding-up of the Corporation or other
distribution of




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##### 



- 15 - assets of the Corporation among its shareholders for the purpose of winding up its affairs,
the holders of the Series 3 Preferred Shares shall be entitled to receive from the assets of the
Corporation an amount equal to $25.00 per Series 3 Share held by them respectively, plus an amount
equal to all dividends accrued and unpaid thereon up to and including the date of distribution, the
whole before any amount shall be paid the Corporation or any assets of the Corporation distributed
to holders of the Common Shares or the Non-voting Class A Shares of the Corporation or shares of
any other class of the Corporation ranking as to the return of capital junior to the Series 3
Preferred Shares. However, if such liquidation, dissolution or winding-up is voluntary, in lieu of
the foregoing the holders of the Series 3 Preferred Shares shall be entitled to receive $26.00 per
Series 3 Preferred Share held by them respectively plus an amount equal to all dividends accrued
and unpaid thereon up to and including the date of distribution if the distribution occurs prior to
February 16, 1991 and if the distribution occurs on or after that date, to receive an amount per
share equal to the Redemption Price which would be applicable if such shares were to be redeemed on
the date of distribution. After payment to the holders of the Series 3 Preferred Shares of the
amounts so payable to them, they shall not be entitled to share in any further distribution of the
assets of the Corporation. 7. Modification of Series The rights, privileges, restrictions and conditions attached to the Series 3 Preferred
Shares may be added to, changed, removed or otherwise amended only with the prior approval of the
holders of the Series 3 Preferred Shares given as specified in clause 8, in addition to any vote or
authorization required by law. 8.Approval of Holders of Series 3 Preferred Shares Any approval of the holders of the Series 3 Preferred Shares with respect to any and all
matters referred to herein or of any other matters requiring the consent of the holders of the
Series 3 Preferred Shares may be given in such manner as may then be required by law, subject to a
minimum requirement that such approval be given by




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##### 



- 16 - resolution signed by all the holders of outstanding Series 3 Preferred Shares or passed by the
affirmative vote of at least two-thirds of the votes cast by the holders of Series 3 Preferred
Shares who voted in respect of that resolution at a meeting of the holders of the Series 3
Preferred Shares duly called for that purpose at which the holders of at least 25% of the
outstanding Series 3 Preferred Shares are present in person or represented by proxy, or, if such
quorum is not present at such meeting, at an adjourned meeting at which the holders of Series 3
Preferred Shares then present in person or represented by proxy shall constitute a quorum for all
purposes. The formalities to be observed with respect to proxies, the giving of notice and the
conduct of any such meeting or any adjourned meeting shall be those from time to time prescribed by
the articles and by laws of the Corporation with respect to meetings of shareholders. On every poll
taken at every meeting of holders of Series 3 Preferred Shares, each holder entitled to vote
thereat shall be entitled to 1 vote for each Series 3 Preferred Share held by such holder. 9. Voting Rights 9.1 Right to vote The holders of the Series 3 Preferred Shares shall not be entitled as such (except as
hereinafter specifically provided or as otherwise may be required by applicable law) to receive
notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled
to vote at any such meeting unless and until the Corporation from time to time shall fail to pay 8
consecutive quarterly cumulative preferential cash dividends on the Series 3 Preferred Shares on
the dates on which the same should be paid under the provisions of clause 1 hereof whether or not
such dividends have been declared and whether or not there are any moneys of the Corporation
properly applicable to the payment of dividends. Thereafter, but only so long as any dividends on
the Series 3 Preferred Shares remain in arrears, the holders of the Series 3 Preferred Shares shall
be entitled, voting separately as a class with all other holders of Preferred Shares who have such
right in similar circumstances, to elect 1 member of the board of directors of the Corporation.
Nothing herein contained shall be




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- 17 - deemed to restrict the right of the Corporation from time to time to increase or decrease the
number of its directors. 9.2 Meeting to Elect Director For the purpose of electing directors as provided in this clause 9, the holders of the Series
3 Preferred Shares shall be entitled to receive notice of all meetings of shareholders of the
Corporation at which directors are to be elected. If there is not then a director who has been
elected by the holders of Preferred Shares entitled to vote as provided in paragraph 9.1, a
separate meeting of the holders of such Preferred Shares shall be held at the time of such meeting.
At such separate meeting, each holder of Series 3 Preferred Shares shall have 1 vote for each
Series 3 Preferred Share held, each holder of each other series of such Preferred Shares shall have
1 vote in respect of each $25.00 of issue price of such Preferred Shares held by such holder and a
quorum for the separate meeting of the holders of such Preferred Shares shall be holders of each
series of such Preferred Shares being not less than 2 in number and holding or representing by
proxy not less than 10% of the Preferred Shares of such series. The formalities to be observed with
respect to proxies, the giving of notice and the conduct of any such meeting shall be those from
time to time prescribed in the articles and by-laws of the Corporation with respect to meetings of
shareholders. 9.3 Vacancy Subject to the Canada Business Corporations Act, any vacancy occurring in the member of the
board elected by the holders of Preferred Shares entitled to vote in accordance with the foregoing
provisions of this clause 9 may be filled by the directors. Whether or not such vacancy is so
filled by the directors, the holders of record of at least 10% of the outstanding Series 3
Preferred Shares shall have the right to require the Secretary of the Corporation to call a meeting
of the holders of Preferred Shares entitled to vote as provided in paragraph 9.1 for the purpose of
filling the vacancy or replacing the person filling such vacancy who was appointed by the
directors, and the provisions of paragraph 9.2 shall apply in respect of such meeting.




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- 18 - 9.4 Termination Notwithstanding anything contained in the articles or by-laws of the Corporation, upon any
termination of the right of the holders of the Preferred Shares to elect a director as provided in
this clause 9, the term of office of the director elected by the holders of Preferred Shares
entitled to vote in accordance with the foregoing provisions of this clause 9 shall terminate and
the vacancy thereby created may be filled by the remaining directors. 10.Statutory Compliance Notwithstanding anything to the contrary contained herein, the Corporation shall not redeem,
purchase for cancellation or otherwise retire, reduce or make any return of capital in respect of
any Series 3 Preferred Shares unless the same is in accordance with the Canada Business
Corporations Act. 11. Notices Required to be Given 11.1 Notice of 5 Year Canada Rate The Corporation shall give notice to the registered holders of Series 3 Preferred Shares on or
before January 10 in each Anniversary Year of (i) the 5 Year Canada Rate to be applicable to the
Series 3 Preferred Shares during the succeeding 5 year period commencing on February 16 in that
Anniversary Year and ending on February 15 in the next Anniversary Year, and (ii) a summary of the
rights of conversion attaching to the Series 3 Preferred Shares. 11.2 Notice of Right to Convert The Corporation shall give notice to the registered holders of Series 3 Preferred Shares of
any right of conversion arising under either of subparagraphs (iii) or (iv) of paragraph 3.1, as
soon as practicable upon the Corporation becoming aware of the circumstances giving rise to the
right of conversion.




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- 19 - 11.3 Method The notices provided for in paragraphs 11.1 and 11.2 shall be given,in addition to the
means provided for notices in clause 12, by publication in a daily newspaper of general circulation
in each city in which the Transfer Agent maintains a register or branch register of transfers for
the Series 3 Preferred Shares. 12.Interpretation 12.1 Interpretation In the event that any date on which any dividend on the Series 3 Preferred Shares is payable
by the Corporation or on or by which any other action is required to be taken by the Corporation or
any holder hereunder is not a Business Day, then such dividend shall be payable or such other
action shall be required or permitted to be taken on or by the next succeeding date that is a
Business Day. Any notice (which term includes any communication or document) required or permitted to be
given, sent, delivered or otherwise served to or upon a holder of Series 3 Preferred Shares
pursuant to these provisions shall, unless some other means is specifically required, be
sufficiently given, sent, delivered or otherwise served if given, sent, delivered or served by
prepaid mail and shall be deemed to be given, sent, delivered, served and received, if sent by
prepaid mail, on the date of mailing thereof. If there exists any actual or apprehended disruption of mail services in any province in which
there are holders of Series 3 Preferred Shares whose addresses appear on the books of the
Corporation to be in such province, notice may (but need not) be given to the holders in such
province by means of publication twice in two successive weeks in a newspaper of general
circulation published in the capital city of such province, or if the Corporation or the Transfer
Agent maintains a register or branch register of transfers for the Series 3 Preferred Shares in
such province, then in the city in such province where any such




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##### 



- 20 - register is maintained. Notice given by publication shall be deemed for all purposes to be
proper notice and to have been given on the day on which the first publication is completed in any
city in which notice is published. 12.2 Definitions For the purpose of this Part A:  (a)
    Anniversary Year means 1991 and each fifth year
thereafter.(b)
    Annual Dividend Rate means:  (i)
    7.50% in respect of each Dividend Payment Date occurring on or
before February 15, 1991; and(ii)
    72% of the 5 Year Canada Rate in respect of each Dividend
Payment Date occurring after February 15, 1991.  (c)
    Business Day means a day other than a Saturday,
a Sunday or any other day that is treated as a
holiday for the purpose of legislation in Canada
or in the Province or municipality in which the
Corporations registered office is located.(d)
    close of business means, with respect to the
deposit for redemption or conversion of any Series
3 Preferred Shares, the normal closing time at the
office of the Transfer Agent at which the holder
of such shares makes such deposit.(e)
    Dividend Payment Date means the fifteenth day of
each of February, May, August and November in each
year.




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- 21 -  (f)
    Dividend Quarter means the period from but
excluding a Dividend Payment Date to and including the next succeeding Dividend Payment
Date.(g)
    5 Year Canada Rate means the average yield to maturity, expressed as an annual
interest rate, certified to the Corporation by the Investment Dealers on or before December 20
in the year immediately preceding an Anniversary Year as having been determined in accordance
with the Rate-Setting Procedures, which rate will become effective as of February 16 in the
particular Anniversary Year and will remain in effect for 5 years until February 15 in the
next succeeding Anniversary Year.(h)
    Investment Dealer means an investment dealer who: maintains a principal place of
business in Toronto, Canada; is not affiliated or associated (within the meaning of the Canada
Business Corporations Act) with the Corporation; is a distributor of and dealer as principal
in Government of Canada debt securities and has rediscount privileges at the Bank of Canada;
and is selected by and accepts the appointment from the Corporation for the purpose of the
Rate-Setting Procedures.(i)
    ranking as to capital means ranking with respect to the distribution of assets 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, whether voluntary or involuntary.(j)
    ranking as to dividends means ranking with
respect to the payment of dividends by the Corporation on its shares.(k)
    Rate-Setting Procedures means the following:




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- 22 -  (i)
    on or before November 20 in each year immediately preceding an Anniversary
Year, the Corporation shall select and appoint 2 Investment Dealers;(ii)
    on or before November 25 in the same year,
the 2 Investment Dealers shall jointly advise the Corporation whether there exists, in
their reasonable opinion which shall be binding upon the Corporation, a single
Government of Canada Canadian dollar denominated bond issue then currently widely-held
and actively traded which would be an appropriate issue to use to determine a
representative interest rate for Government of Canada debt obligations having terms to
maturity at the time of approximately 5 years;(iii)
    if, in the opinion of the Investment Dealers, such a single issue exists, the Investment
Dealers will determine an average yield to maturity of such issue, calculated as the
arithmetic average of the yields to maturity of such issue during each of the first 10 trading
days in the month of December of that year, based on the simple average for each day within
that period of the bid and ask quotations for that issue being quoted in the Toronto office of
each Investment Dealer as at the close of business on each such day;(iv)
    if, in the opinion of the Investment Dealers, such a single issue does not exist, the
Investment Dealers shall determine the average yield to maturity that such an issue would
carry if such an issue did exist, based on a review of the yields to maturity of a portfolio
of not more than 5 Representative Bonds, selected by them for that purpose and using
procedures mutatis mutandis as set forth in subparagraph (iii) of this paragraph; and




---



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- 23 -  (v)
    upon the termination of the 10 day trading period and determination by
them of the average yield to maturity as aforesaid, the Investment Dealers shall
certify on or before December 20 (or as soon thereafter as possible) in that
year such average (which shall be the average of the individual averages
determined by each such Investment Dealer) to the Corporation.  (1)
    Representative Bonds means Government of Canada Canadian dollar denominated bonds
or other Government of Canada Canadian dollar denominated direct or guaranteed debt
obligations which trade as bonds, having terms to maturity at the time of selection of not
less than 3 nor more than 7 years, and which are being traded by the Investment Dealers as
principals at the time of selection between 98% and 102% of par.(m)
    Transfer Agent means Montreal Trust Company or such other person, firm or
corporation as the Corporation may, from time to time, appoint as the transfer agent of the
Series 3 Preferred Shares at such locations as the Corporation may, from time to time,
approve. * * * * *




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- 24 - PART B  Rights,
Privileges, Restrictions and Conditions Attaching to the
Series 4 Preferred Shares 1. Dividends 1.1 Payment of Dividends On each Dividend Payment Date, the holders of the Series 4 Preferred Shares shall be entitled
to receive, and the Corporation shall pay thereon, as and when declared by the directors of the
Corporation out of monies of the Corporation properly applicable to the payment of dividends,
quarterly cumulative preferential cash dividends in an amount equal to the amount (rounded to the
nearest 1/100th of one cent) obtained by multiplying $25.00 by one-quarter of the Annual Dividend
Rate applicable for the Quarter ended immediately before such Dividend Payment Date. Subject to
paragraph 3.6, dividends on the Series 4 Preferred Shares shall accrue from day to day from the
date of issue thereof. 1.2 Dividends for a Partial Quarter Subject to paragraph 3.6, the amount of the dividend or amount calculated by reference
to the dividend for any period which is less than a Dividend Quarter with respect to any Series 4
Preferred Share:  (a)
    which is issued, redeemed or purchased during such
Dividend Quarter; or(b)
    where assets of the Corporation are distributed to
the holders of the Series 4 Preferred Shares pursuant to clause 6 hereof during
such Dividend Quarter; shall be equal to the amount (rounded to the nearest 1/100th of one cent) calculated by multiplying
(i) an amount equal to the amount obtained by multiplying $25.00 by one-quarter of the Annual
Dividend Rate applicable for the nearest Dividend Payment Date occurring on or before the end of
such




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- 25 - period by (ii) a fraction of which the numerator is the number of days in such Dividend
Quarter that such share has been outstanding (excluding the date of issue or the Dividend Payment
Date at the beginning of such Dividend Quarter if such share was outstanding on that date and
including the date of redemption, purchase or distribution or the Dividend Payment Date at the end
of such Dividend Quarter if such share was outstanding on that date) and the denominator is the
number of days in such Dividend Quarter (excluding the Dividend Payment Date at the beginning
thereof and including the Dividend Payment Date at the end thereof). 1.3 Method of Payment Cheques payable in lawful money of Canada at par at any branch in Canada of the Corporations
bankers for the time being shall be issued in respect of the dividends on the Series 4 Preferred
Shares (less any tax required to be and deducted or withheld by or on behalf of the Corporation).
The mailing on or before any Dividend Payment Date of such a cheque, payable on such Dividend
Payment Date, to a holder of Series 4 Preferred Shares shall be deemed to be payment of the
dividends represented thereby unless the cheque is not paid upon presentation. Dividends which are
represented by a cheque which has not been presented to the drawee for payment or that otherwise
remain unclaimed for a period of 6 years from the date on which they were declared to be payable
shall be forfeited to the Corporation. 1.4 Cumulative Payment of Dividends If on any Dividend Payment Date the dividends accrued to such date are not paid in full on all
of the Series 4 Preferred Shares then outstanding, such dividends, or the unpaid part thereof, in
each case in the amount determined pursuant to this clause 1 on the relevant Dividend Payment Date,
shall be paid on a subsequent date or dates determined by the directors of the Corporation on which
the Corporation shall have sufficient monies properly applicable to the payment of such dividends.
The holders of Series 4 Preferred Shares shall not be entitled to any dividends other than or in
excess of the cumulative preferential cash dividends provided for herein.




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- 26 - 2. Redemption 2.1 Optional Redemption On and after February 16, 1991, but subject to the provisions of this clause 2 and of clause 5
hereof and to the rights, privileges, preferences, restrictions and conditions attaching to any
shares of the Corporation ranking prior to the Preferred Shares, the Corporation may, upon giving
notice as hereinafter provided, redeem at any time the whole or from time to time any part of the
then outstanding Series 4 Preferred Shares, on payment for each share to be redeemed of the
applicable price determined as follows: If redeemed during the 12 monthperiod beginning February 16
    
    Price per share1991
    
    $
    26.001992
    
    $
    25.751993
    
    $
    25.501994
    
    $
    25.251995 and thereafter
    
    $
    25.00
 together with an amount equal to all dividends, if any, accrued and unpaid thereon up to and
including the date specified for redemption (the whole amount constituting and being hereinafter
referred to as the Redemption Price). 2.2 Partial Redemption In case a part only of the Series 4 Preferred Shares is at any time to be redeemed, the
shares so to be redeemed shall be selected by lot or, if the directors of the Corporation so
determine, on a pro rata basis, disregarding fractions, according to the number of Series 4
Preferred Shares held by each of the registered holders thereof. If a part only of the Series 4
Preferred Shares represented by any certificate shall be redeemed, a new certificate representing
the balance of such shares shall be




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- 27 - issued to the holder thereof at the expense of the Corporation upon presentation and surrender of
the first mentioned certificate. 2.3 Method of Redemption In any case of redemption of Series 4 Preferred Shares, the Corporation shall, not less than
30 nor more than 60 days before the date specified for redemption, send to each registered holder
of Series 4 Preferred Shares to be redeemed notice of the intention of the Corporation to redeem
such Series 4 Preferred Shares. Accidental failure or omission to give such notice to one or more
holders shall not affect the validity of such redemption, but upon such failure or omission being
discovered notice shall be given forthwith to such holder or holders and shall have the same force
and effect as if given in due time. Such notice shall set out: the number of Series 4 Preferred
Shares held by the person to whom it is addressed which are to be redeemed; the Redemption Price;
the date specified for redemption; the place or places within Canada at which holders of Series 4
Preferred Shares may present and surrender such shares for redemption; and, if applicable, a
summary of any conversion rights arising from such proposed redemption. On and after the date so
specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the
registered holders of the Series 4 Preferred Shares to be redeemed the Redemption Price of such
shares on presentation and surrender, at the registered office of the Corporation or any other
place or places within Canada specified in the notice of redemption, of the certificate or
certificates representing the Series 4 Preferred Shares called for redemption. Payment in respect
of Series 4 Preferred Shares being redeemed shall be made by cheques payable to the registered
holders thereof in lawful money of Canada at par at any branch in Canada of the Corporations
bankers for the time being. The Corporation shall have the right at any time after the giving of
notice of redemption to deposit the Redemption Price of the Series 4 Preferred Shares so called for
redemption, or of such of the Series 4 Preferred Shares which are represented by certificates which
have not at the date of such deposit been surrendered by the holders thereof in connection with
such redemption, to a special account in any chartered bank or any trust company in Canada named in
such notice or in a subsequent notice to the holders of the shares in respect of which the deposit
is made, to be paid




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- 28 - without interest to or to the order of the respective holders of Series 4 Preferred Shares called
for redemption upon presentation and surrender to such bank or trust company of the certificates
representing such shares. Upon such deposit being made or upon the date specified for redemption,
whichever is the later, the Series 4 Preferred Shares in respect of which such deposit
shall have been made shall be deemed to be redeemed and the rights of the holders thereof shall be
limited to receiving, without interest, from their proportionate part of the amount so deposited
upon presentation and surrender of the certificate or certificates representing their Series 4
Preferred Shares being redeemed the Redemption Price in respect of such shares. Any interest
allowed on any such deposit shall belong to the Corporation. From and after the date specified for
redemption in any such notice of redemption, the Series 4 Preferred Shares called for redemption
shall cease to be entitled to dividends or any other participation in the assets of the Corporation
and the holders thereof shall not be entitled to exercise any of their other rights as shareholders
in respect thereof unless payment of the Redemption Price shall not be made upon presentation and
surrender of the certificates in accordance with this paragraph 2.3, in which case the rights of
the holders shall remain unaffected. Redemption monies that are represented by a cheque which has
not been presented to the drawee for payment or that otherwise remain unclaimed (including monies
held on deposit in a special account as provided for above) for a period of 6 years from the date
specified for redemption shall be forfeited to the Corporation. 3. Conversion Rights 3.1 Right to Convert So long as any Series 4 Preferred Shares remain outstanding, any holder thereof, upon
compliance in each case with the procedures herein contained but subject to the provisions of
clause 5 hereof and to the rights, privileges, restrictions and conditions attaching to any shares
of the Corporation ranking prior to or on a parity with the Series 4 Preferred Shares, shall have
the right, at the holders option, to convert all or any of the holders Series 4 Preferred Shares
into fully-paid and non-assessable Series 3




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- 29 - Preferred Shares on a share-for-share basis at each of the times or in each of the
circumstances set forth below:  (i)
    on February 16 in each Anniversary Year; or(ii)
    if  (a)
    Series 4 Preferred Shares have been called
for redemption pursuant to clause 2 in whole
but not in part; and(b)
    there are Series 3 Preferred Shares outstanding on the date
specified for redemption of
Series 4 Preferred Shares and there would be
Series 3 Preferred Shares outstanding after
giving effect to any contemporaneous call for
redemption thereof as at the date specified
for redemption of Series 4 Preferred Shares;
or  (iii)
    if the number of Series 4 Preferred Shares outstanding at any particular time should
be equal to or less than 600,000 shares and if such number outstanding is less than the
number of Series 3 Preferred Shares outstanding at the same time, then as at the Dividend
Payment Date next succeeding a period of not less than 30 days following the notice given
by the Corporation under paragraph 11.2, provided that if the Corporation should fail to
give such notice then on and as at any succeeding Dividend Payment Date; or(iv)
    if:  (a)
    the Corporation shall, at any particular time, have been in default of
payment of dividends on the Series 4 Preferred Shares and shall at any
particular time thereafter have declared and paid or set apart for payment all
such dividends then accrued but unpaid; and




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- 30 -  (b)
    during the period in which the Corporation was so in default, the holders
were not able to exercise the conversion rights contained in subparagraph (i)
of this paragraph 3.1 due to the application of clause 5;  then on the Dividend Payment Date next succeeding the date at which the Corporation
shall have paid or set apart for payment all such accrued but unpaid dividends. 3.2 Partial Conversion If a holder of Series 4 Preferred Shares is entitled to and does elect the right of conversion
contained in subparagraph (ii) of paragraph 3.1 and also elects to convert less than all the Series
4 Preferred Shares represented by any certificate therefore, the balance of the shares represented
by any such certificate shall be subject to redemption in accordance with clause 2. 3.3 Conversion
Procedure The conversion rights herein provided may be exercised by notice in writing given to and
received by the Transfer Agent for the Series 4 Preferred Shares (which notice shall be in the form
of the conversion panel contained on the certificate(s) therefor or a facsimile thereof acceptable
to the Transfer Agent) at any office where a register or branch register of transfers for Series 3
Preferred Shares is maintained, accompanied by the certificate(s) representing the Series 4
Preferred Shares in respect of which the holder thereof desires to exercise the right of
conversion. The notice shall be signed by the holder and shall specify the number of Series 4
Preferred Shares which the holder desires to have converted and the name or names in which the
Series 3 Preferred Shares issued as a result of conversion are to be registered. If less than all
of the Series 4 Preferred Shares represented by any certificate(s) accompanying any such notice are
to be converted, the holder shall be entitled to receive a new certificate without charge
representing the Series 4 Preferred Shares comprised in the certificate(s) surrendered




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- 31 - as aforesaid which are not to be converted, except in the case where the remainder of such
Series 4 Preferred Shares are to be redeemed in which case the Corporation shall not be obliged to
issue any certificate representing such remainder. Any certificate(s) representing Series 3
Preferred Shares issued as a result of conversion shall be issued in the name of the registered
holder of the Series 4 Preferred Shares converted or, subject to payment by the registered holder
of any stock transfer or other applicable taxes, in such name or names as the registered holder may
direct in writing (either in the notice above referred to or otherwise). 3.4 Required Date of Deposit Certificates representing Series 4 Preferred Shares and the notice of conversion, as
provided in clause 3.3 hereof, must be deposited at an office of the Transfer Agent referred to in
clause 3.3:  (i)
    in the case of conversion pursuant to subparagraph (i) of paragraph 3.1,
between January 10 and February 10 in any Anniversary Year;(ii)
    in the case of conversion pursuant to subparagraph (ii) of paragraph 3.1, prior to
the close of business at any such office on the third Business Day prior to the date
specified for redemption; and(iii)
    in the case of conversion pursuant to either of subparagraphs (iii) or (iv) of
paragraph 3.1, prior to the close of business at any such office on the Business Day
prior to the applicable Dividend Payment Date(s) determined under the applicable
subparagraph. 3.5 Effective Date of Conversion Series 4 Preferred Shares which have been converted into Series 3 Preferred Shares
shall be deemed to




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##### 



- 32 - have been so converted and the holder(s) of Series 4 Preferred Shares shall be deemed to be
holders of Series 3 Preferred Shares of record, for all purposes
(but subject to paragraph 3.6), on:  (i)
    in the case of conversion pursuant to subparagraph (i) of paragraph 3.1,
February 16 in the particular Anniversary Year in which conversion occurs;(ii)
    in the case of conversion pursuant to subparagraph (ii) of paragraph 3.1, the
date specified for redemption (unless redemption should not occur, in which case the
conversion shall not occur); and(iii)
    in the case of conversion pursuant to either of
subparagraphs (iii) or (iv) of paragraph 3.1, the applicable Dividend Payment
Date(s) determined under the applicable subparagraph. No delay in the issue or delivery of certificates representing Series 3 Preferred Shares shall
affect the effective date(s) of conversion or the rights of a registered holder of Series 3
Preferred Shares. 3.6 Dividend Adjustment If the date specified for redemption of any Series 4 Preferred Shares which may be converted
under subparagraph (ii) of paragraph 3.1 hereof or of any Series 3 Preferred Shares which may be
converted under subparagraph (ii) of paragraph 3.1 of the rights, privileges, restrictions or
conditions attaching thereto is:  (a)
    prior to a dividend record date established by
resolution of the directors of the Corporation for any particular Dividend
Quarter, then no dividends shall accrue or be payable on any shares so converted
and dividends shall accrue and be payable on the shares issued as a result of any
such conversion, at the rate payable thereon, from the last immediately preceding
Dividend Payment Date for the whole of that Dividend Quarter; and




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- 33 -  (b)
    is on or after a dividend record date so established, then dividends shall
accrue and be payable on the shares so converted, at the rate payable thereon, for
the whole of that Dividend Quarter as if any shares so converted were outstanding
during the whole of that Dividend Quarter, and no dividends shall accrue and be
payable on the shares issued as a result of conversion until the date following the
next succeeding Dividend Payment Date. 3.7 Irrevocable Election The election of any holder to convert any Series 4 Preferred Shares into Series 3 Preferred
Shares shall be irrevocable upon receipt by the Corporation or the Transfer Agent of notice and the
certificate(s) for the shares to be converted as provided in paragraph 3.3. 3.8 Maintaining Equality of Series The Series 4 Preferred Shares shall not be reclassified, consolidated, subdivided,
converted (except for conversions of Series 4 Preferred Shares into Series 3 Preferred Shares),
exchanged for shares of another class or series or otherwise reorganized unless the Series 3
Preferred Shares are similarly affected at the same time and in the same manner. 4. Purchase for
Cancellation Subject to the provisions of applicable law, to the provisions of clause 5 hereof and to
the rights, privileges, restrictions and conditions attaching to any shares of the Corporation
ranking prior to the Preferred Shares, the Corporation may at any time or from time to time
purchase for cancellation all or any part of the outstanding Series 4 Preferred Shares (i) at any
price by invitation for tenders addressed to all of the registered holders of Series 4 Preferred
Shares then outstanding or through the facilities of any stock exchange on which the Series 4
Preferred Shares are listed, or (ii) in any other manner provided that




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- 34 - in such case the price for each Series 4 Preferred Share so purchased for cancellation shall
not exceed the Redemption Price which would be applicable if such shares were redeemed on the date
of purchase, together in each case with costs of purchase. If, in response to an invitation for
tenders under the provisions of this clause 4, more Series 4 Preferred Shares are tendered at a
price or prices acceptable to the Corporation than the Corporation is prepared to purchase, then
the Series 4 Preferred Shares to be purchased by the Corporation shall be purchased to the next
lowest whole share as nearly as may be pro rata according to the number of shares tendered by each
holder who submits a tender to the Corporation or as otherwise may be required by applicable law,
provided that when shares are tendered at different prices, the pro rating shall be effected only
with respect to the shares tendered at the price at which more shares were tendered than the
Corporation is prepared to purchase after the Corporation has purchased all the shares tendered at
lower prices. 5. Restrictions on Dividends and Retirement and
Issue of Shares So long as any of the Series 4 Preferred Shares are outstanding, the Corporation shall
not, without the prior approval of the holders of the Series 4 Preferred Shares or, in the case of
the restriction contained in part (f) of this clause, an amendment to the rights, privileges,
restrictions and conditions attaching to the Series 4 Preferred Shares, in each case given as
specified in clause 8:  (a)
    declare, pay or set apart for payment any dividend
on the Common Shares, the Non-voting Class A
Shares or any other shares of the Corporation
ranking as to the payment of dividends junior to
the Series 4 Preferred Shares (other than stock
dividends in shares of the Corporation ranking as
to dividends junior to the Series 4 Preferred
Shares); or(b)
    redeem, purchase for cancellation or otherwise
retire or make any capital distribution on or in
respect of any Common Shares, Non-voting Class A




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- 35 -  Shares or other shares ranking as to the return of capital junior to the
Series 4 Preferred Shares (except out of the net cash proceeds of a substantially
concurrent issue of shares ranking as to capital junior to the Series 4 Preferred
Shares); or(c)
    redeem, purchase or otherwise retire less than all
the Series 4 Preferred Shares; or(d)
    redeem, purchase or otherwise retire any other shares
of the Corporation ranking as to the payment of dividends or the return of capital on a
parity with the Series 4 Preferred Shares; or(e)
    issue any additional Series 4 Preferred Shares or
any shares ranking as to the payment of dividends
or the return of capital prior to or on a parity
with the Series 4 Preferred Shares; or(f)
    issue any Series 3 Preferred Shares as a result of
conversion or purported conversion of any Series 4
Preferred Shares; unless, in each such case, all dividends then payable on the Series 4 Preferred Shares then
outstanding and on all other shares of the Corporation ranking as to dividends on a parity with the
Series 4 Preferred Shares shall have been declared and paid or monies set apart for payment. 6. 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 Series 4 Preferred Shares shall be entitled to receive from the assets
of the Corporation an amount equal to $25.00 per Series 4 Preferred Share held by them respectively
plus an amount equal to all dividends accrued and unpaid thereon up to and including the date of
distribution, the whole before




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- 36 - any amount shall be paid by the Corporation or any assets of the Corporation distributed to
holders of the Common Shares or the Non-voting Class A Shares of the Corporation or shares of any
other class of the Corporation ranking as to the return of capital junior to the Series 4 Preferred
Shares. However, if such liquidation, dissolution or winding-up is voluntary, in lieu of the
foregoing the holders of the Series 4 Preferred Shares will be entitled to receive an amount per
share equal to the Redemption Price which would be applicable if such shares were to be redeemed on
the date of distribution. After payment to the holders of the Series 4 Preferred Shares of the
amounts so payable to them, they shall not be entitled to share in any further distribution of the
assets of the Corporation. 7. Modification of
Series The rights, privileges, restrictions and conditions attached to the Series 4 Preferred
Shares may be added to, changed, removed or otherwise amended only with the prior approval of the
holders of the Series 4 Preferred Shares given as specified in clause 8, in addition to any vote or
authorization required by law. 8. Approval of Holders
off Series 4 Preferred Shares Any approval of the holders of the Series 4 Preferred Shares with respect to any and all
matters referred to herein or of any other matters requiring the consent of the holders of the
Series 4 Preferred Shares may be given in such manner as may then be required by law, subject to a
minimum requirement that such approval be given by resolution signed by all the holders of
outstanding Series 4 Preferred Shares or passed by the affirmative vote of at least two-thirds of
the votes cast by the holders of Series 4 Preferred Shares who voted in respect of that resolution
at a meeting of the holders of the Series 4 Preferred Shares duly called for that purpose at which
the holders of at least 25% of the outstanding Series 4 Preferred Shares are present in person or
represented by proxy, or, if such quorum is not present at such meeting, at an adjourned meeting at
which the holders of Series 4 Preferred Shares then present in person or represented by proxy shall
constitute a quorum for all purposes. The formalities to be observed with respect




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- 37 - to proxies, the giving of notice and the conduct of any such meeting or any adjourned meeting
shall be those from time to time prescribed by the articles and by-laws of the Corporation with
respect to meetings of shareholders. On every poll taken at every meeting of holders of Series 4
Preferred Shares, each holder entitled to vote thereat shall be entitled to 1 vote for each Series
4 Preferred Share held by such holder. 9. Voting Rights 9.1 Right to Vote The holders of the Series 4 Preferred Shares shall not be entitled as such (except as
hereinafter specifically provided or as otherwise may be required by applicable law) to receive
notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled
to vote at any such meeting unless and until the Corporation from time to time shall fail to pay 8
consecutive quarterly cumulative preferential cash dividends on the Series 4 Preferred Shares on
the dates on which the same should be paid under the provisions of clause 1 hereof whether or not
such dividends have been declared and whether or not there are any moneys of the Corporation
properly applicable to the payment of dividends. Thereafter, but only so long as any dividends on
the Series 4 Preferred Shares remain in arrears, the holders of the Series 4 Preferred Shares shall
be entitled, voting separately as a class with all other holders of Preferred Shares who have such
right in similar circumstances, to elect 1 member of the board of directors of the Corporation.
Nothing herein contained shall be deemed to restrict the right of the Corporation from time to time
to increase or decrease the number of its directors. 9.2 Meeting to Elect Director For the purpose of electing directors as provided in this clause 8, the holders of the Series
4 Preferred Shares shall be entitled to receive notice of all meetings of shareholders of the
Corporation at which directors are to be elected. If there is not then a director who has been
elected by the holders of Preferred Shares entitled to vote




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- 38 - as provided in paragraph 9.1, a separate meeting of the holders of such Preferred Shares shall
be held at the time of such meeting. At such separate meeting, each holder of Series 4 Preferred
Shares shall have 1 vote for each Series 4 Preferred Share held, each holder of each other series
of such Preferred Shares shall have 1 vote in respect of each $25.00 of issue price of such
Preferred Shares held by such holder and a quorum for the separate meeting of the holders of such
Preferred Shares shall be holders of each series of such Preferred Shares being not less than 2 in
number and holding or representing by proxy not less than 10% of the Preferred Shares of such
series. The formalities to be observed with respect to proxies, the giving of notice and the
conduct of any such meeting shall be those from time to time prescribed in the articles and by-laws
of the Corporation with respect to meetings of shareholders. 9.3 Vacancy Subject to the Canada Business Corporations Act, any vacancy occurring in the member of the
board elected by the holders of Preferred Shares entitled to vote in accordance with the foregoing
provisions of this clause 9 may be filled by the directors. Whether or not such vacancy is so
filled by the directors, the holders of record of at least 10% of the outstanding Series 4
Preferred Shares shall have the right to require the Secretary of the Corporation to call a meeting
of the holders of Preferred Shares entitled to vote as provided in paragraph 9.1 for the purpose of
filling the vacancy or replacing the person filling such vacancy who was appointed by the
directors, and the provisions of paragraph 9.2 shall apply in respect of such meeting. 9.4 Termination Notwithstanding anything contained in the articles or by-laws of the Corporation, upon any
termination of the right of the holders of the Preferred Shares to elect a director as provided in
this clause 9, the term of office of the director elected by the holders of Preferred Shares
entitled to vote in accordance with the foregoing provisions of this clause 9 shall terminate and
the vacancy thereby created may be filled by the remaining directors.




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- 39 - 10. Statutory
Compliance Notwithstanding anything to the contrary contained herein, the Corporation shall not
redeem, purchase for cancellation or otherwise retire, reduce or make any return of capital in
respect of any Series 4 Preferred Shares unless the same is in accordance with the Canada Business
Corporations Act. 11. Notices Required to
be Given 11.1 Notice of 5 Year Canada Rate The Corporation shall give notice to the registered holders of Series 4 Preferred Shares on or
before January 10 in each Anniversary Year of (i) the 5 Year Canada Rate (as defined in the rights,
privileges, restrictions and conditions attached to the Series 3 Preferred Shares) to be applicable
to the Series 3 Preferred Shares during the succeeding 5 year period commencing on February 16 in
that Anniversary Year and ending on February 15 in the next Anniversary Year, and (ii) a summary of
the rights of conversion attaching to the Series 4 Preferred Shares. 11.2 Notice of Right to Convert The Corporation shall give notice to the registered holders of Series 4 Preferred Shares of
any right of conversion arising under either of subparagraphs (iii) or (iv) of paragraph 3.1, as
soon as practicable upon the Corporation becoming aware of the circumstances giving rise to the
right of conversion. 11.3 Method The notices provided for in paragraphs 11.1 and 11.2 shall be given, in addition to the means
provided for notices in clause 12, by publication in a daily newspaper of general circulation in
each city in which the Transfer Agent maintains a register or branch register of transfers for the
Series 4 Preferred Shares.




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- 40 - 12.
Interpretation 12.1 Interpretation In the event that any date on which any dividend on the Series 4 Preferred Shares is payable
by the Corporation or on or by which any other action is required to be taken by the Corporation or
any holder hereunder is not a Business Day, then such dividend shall be payable or such other
action shall be required or permitted to be taken on or by the next succeeding date that is a
Business Day. Any notice (which term includes any communication or document) required or permitted to be
given, sent, delivered or otherwise served to or upon a holder of Series 4 Preferred Shares
pursuant to these provisions shall, unless some other means is specifically required, be
sufficiently given, sent, delivered or otherwise served if given, sent, delivered or served by
prepaid mail and shall be deemed to be given, sent, delivered, served and received, if sent by
prepaid mail, on the date of mailing thereof. If there exists any actual or apprehended disruption of mail services in any province in which
there are holders of Series 4 Preferred Shares whose addresses appear on the books of the
Corporation to be in such province, notice may (but need not) be given to the holders in such
province by means of publication twice in two successive weeks in a newspaper of general
circulation published in the capital city of such province, or if the Corporation or the Transfer
Agent maintains a register or branch register of transfers for the Series 4 Preferred Shares in
such province, then in the city in such province where any such register is maintained. Notice
given by publication shall be deemed for all purposes to be proper notice and to have been given on
the day on which the first publication is completed in any city in which notice is published. 12.2 Definitions For the purpose of this Part B:




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- 41 -  (a)
    Anniversary Year means 1996 and each fifth year
thereafter.(b)
    Annual Dividend Rate means in respect of each
Dividend Payment Date occurring after February 15,
1991, 72% of the Canadian Prime for the Quarter
ending immediately before the relevant Dividend
Payment Date.(c)
    Banks collectively means any two of The Royal
Bank of Canada, Bank of Montreal, The Bank of Nova
Scotia, The Toronto-Dominion Bank and Canadian
Imperial Bank of Commerce and any successor of any
of them as may be designated from time to time by
the Corporation by notice given to the Transfer
Agent not less than 2 Business Days prior to the
relevant Dividend Payment Date and, until such
notice is given, collectively means The Royal Bank
of Canada and The Toronto-Dominion Bank.(d)
    Business Day means a day other than a Saturday,
a Sunday or any other day that is treated as a
holiday for the purpose of legislation in Canada
or in the Province or municipality in which the
Corporations registered office is located.(e)
    Canadian Prime for a Quarter is the arithmetic
average of the Prime Interest Rate in effect on
each of the days of that Quarter.(f)
    close of business means, with respect to the
deposit for redemption or conversion of any Series
4 Preferred Shares, the normal closing time at the
office of the Transfer Agent for the Series 4
Preferred Shares at which the holder of such share
makes such deposit.(g)
    Dividend Payment Date means the fifteenth day of
each of February, May, August and November in each
year.




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- 42 -  (h)
    Dividend Quarter means the period from but
excluding a Dividend Payment Date to and including the next succeeding Dividend Payment
Date.(i)
    Prime Interest Rate for any day is the arithmetic average of the annual rates of
interest announced from time to time by the Banks as the reference rates then in effect for
such day for determining interest rates on Canadian dollar commercial loans made in Toronto.
If one of the Banks does not have such an interest rate in effect on a day, the Prime Interest
Rate for such day shall be such interest rate in effect for that day of the other Bank; if
both of the Banks do not have such an interest rate in effect for a day, the Prime Interest
Rate for that day shall be equal to 1.5% per annum plus the average yield per annum on 91-day
Government of Canada Treasury Bills as reported by the Bank of Canada for the weekly tender
for the week immediately preceding that day; and if both of such Banks do not have such an
interest rate in effect for a day and the Bank of Canada does not report such average yield
per annum, the Prime Interest Rate shall be equal to the Prime Interest Rate for the next
preceding day. The Prime Interest Rate and the Canadian Prime shall be determined from time to
time by an officer of the Corporation from quotations supplied by the Banks or otherwise
publicly available. Such determination shall, in the absence of manifest error, be final and
binding upon the Corporation and upon all holders of Series 4 Preferred Shares.(j)
    Quarter means each period of 3 consecutive
calendar months commencing on the first days of January, April, July or October in
each year.(k)
    ranking as to capital means ranking with respect to the distribution of assets 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, whether voluntary or involuntary.




---



##### 



- 43 -  (l)
    ranking as to dividends means ranking with
respect to the payment of dividends by the Corporation on its shares.(m)
    Transfer Agent means Montreal Trust Company or such other person, firm or
corporation as the Corporation may, from time to time, appoint as the transfer agent of the
Series 4 Preferred Shares at such locations as the Corporation may, from time to time,
approve. * * * * *




---



##### 



(CANADIAN FLAG)
    
    Consumer andCorporate Affairs Canada
    
    Consommationet Corporations Canada
 Certificate of Amendment
    

Certificat
de modificationCanada Business
    

Loi
sur les sociétésCorporations Act
    

commerciales
canadiennes
  CROWNX INC.
    
    
    
    0112666Name
of Corporation  Dénomination
de la société
    
    
    
    Number  NuméroI hereby certify that the Articles of the
above-mentioned Corporation were
amended
    
    
    
    Je certifie par les présentes que les
statuts de la société mentionnée ci-haut
ont été modifiés(a) under section 13 of the Canada
Business Corporations Act in accordance with the attached notice;
    
    o
    
    (a) en vertu de larticle 13 de la Loi sur
les sociétés commerciales canadiennes
conformément à lavis ci-joint;(b) under Section 27 of the Canada
Business Corporations Act as set out
in the attached Articles of Amendment
designating a series of shares;
    
    o
    
    (b) en vertu de larticle 27 de la Loi sur
les sociétés commerciales canadiennes
tel quindiqué dans les clauses
modificatrices ci-jointes désignant une
série dactions;(c) under Section 171 of the Canada
Business Corporations Act as set out
in the attached Articles of Amendment;
    
    þ
    
    (c) en vertu de larticle 171 de la Loi
sur les sociétés commerciales canadiennes tel
quindiqué dans les clauses
modificatrices ci-jointes:(d) under Section 185 of the Canada
Business Corporations Act as set
out in the attached Articles of
Reorganization;
    
    o
    
    (d) en vertu de larticle 185 de la Loi
sur les sociétés commerciales canadiennes tel
quindiqué dans les clauses
de réorganisation ci-jointes;(e) under Section 185.1 of the Canada
Business Corporations Act as set out
in the attached Articles of Arrangement.
    
    o
    
    (e) en vertu de larticle 185.1 de la Loi
sur les sociétés commerciales canadiennes tel
quindiqué dans les clauses
darrangement ci-jointes.Le
Directeur-s-
    
    
    
    April 11, 1986
               le 11 avril 1986Director
    
    
    
    Date of Amendment  Date de la modification
 (CANADA LOGO)




---



##### 



CANADA BUSINESS
CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
    

(CANADIAN FLAG)
    
    LOI SUR LES SOCIÉTÉS
COMMERCIALES CANADIENNES
FORMULA 4
CLAUSES MODIFICATIONCES
(ARTICLE 27 OU 171)
 1
 Name
of Corporation  Dénomination de la société
    
    
    2  Corporation No. 
No de la sociétéCROWNX INC.
    
    
    011266-6
 3  The articles of the above-named corporation are amended
as follows:
    
    Les statuts de la société
ci-haut mentionnée sont modifiés de la façon suivante:
 1. The Articles of the Corporation, as heretofore amended, be further amended to create a new class of junior preferred shares
(Class II Preferred Shares), unlimited in number, having as a class the rights, privileges, restrictions and conditions set forth in
Exhibit 1, attached hereto, which is hereby incorporated into this form. 2. To give effect to the
foregoing, the following consequential amendments be made to the Articles of the Corporation:  (a)
    by adding as section 1.2 the following:  1.2
    Class II Preferred Shares  An unlimited number of junior
preferred shares without nominal or par value, issuable in series (Class II
Preferred Shares);  (b)
    by renumbering sections 1.2 and 1.3 as 1.3 and 1.4, respectively;(c)
    by renumbering Article 3 as Article 3A and by adding as Article 3B the
rights, privileges, restrictions and conditions attaching to the Class II
Preferred Shares as a class; and(d)
    by consequentially changing any numerical references contained in
the Articles to reflect the foregoing. Date
    
    
    Signature
    
    
    Description of Office 
Description du posteApril 9, 1986
    
    
    -s-
    
    
    Vice-President and General CounselFOR DEPARTMENTAL USE ONLY
    
    
    
    
    

À
LUSAGE DU MINISTÈRE SEULEMENTFiled  DéposéeApr/Avr 11, 1986




---



##### 



Exhibit 1
Rights, Privileges, Restrictions and Conditions
Attaching to Class II Preferred Shares Article 3B  Class II Preferred Shares The
rights, privileges, restrictions and conditions attaching to the Class II Preferred Shares
as a class are as follows: 3B.1 Directors Right to
Issue In One or More Series  Class II Preferred Shares may at
any time or from time to time be issued in one or more series. Prior to the issue of the shares of
any such series, the directors shall, subject to the limitations set out in the Articles, fix the
number of shares in, and determine the designation, rights, privileges, restriction and
conditions attaching to the shares of, such series including, without limitation:  (a)
    the rate, amount or method of calculation of dividends and whether the same are
subject to adjustments;(b)
    whether such dividends are cumulative, partly cumulative or non-cumulative:(c)
    the dates, manner and currency of payments of dividends and the date from which
they accrue or become payable;(d)
    if redeemable or purchasable (whether at the option of the Corporation or a
holder or otherwise), the redemption or purchase prices and currency or currencies thereof and terms and
conditions of redemption or purchase, with or without provision for sinking or similar funds;(e)
    the voting rights, if any;(f)
    any conversion, exchange or reclassification rights; and(g)
    any other terms not inconsistent with these provisions; the whole subject to the receipt by the Director of Articles of Amendment designating and
fixing the number of Class II Preferred Shares in such series and setting forth the rights,
privileges, restrictions and conditions attaching thereto and the issue by him of a certificate of
amendment with respect thereto. 3B.2 Ranking of
Class II Preferred Shares  The Class II Preferred Shares of each series shall,
with respect to the payment of dividends and the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or
any other distribution of the assets of the Corporation among its shareholders for the purpose of
winding-up its affairs, rank (i) junior and subordinate to the Preferred Shares, (ii) on a parity
with the Class II Preferred Shares of every other series and (iii) senior to, and shall be
entitled to preference over, the Non-voting Class A Shares, the Common Shares and the shares of
any other class ranking junior to the Class II Preferred Shares. The Class II Preferred Shares of
any series shall also be entitled to such other preferences, not inconsistent with these
provisions, over the Non-voting Class A Shares, the Common Shares and the shares of any other
class ranking junior to the Class II Preferred Shares as may be fixed in accordance with section
3B.1. 3B.3 Restrictions on Issue
of Shares  No Class II Preferred Shares or shares of a class ranking
prior to or on a parity with the Class II Preferred Shares with respect to the payment of
dividends or the distribution of assets in the event of the
liquidation, dissolution or winding-up
of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of
the Corporation among its shareholders for the purpose of winding-up its affairs, may be issued if
the Corporation is in arrears in the payment of dividends on any outstanding series of Class II
Preferred Shares without the approval of the holders of the Class II Preferred Shares given in
accordance with section 3B.4; provided that this restriction shall not apply to the issue of any
shares of any series of Preferred Shares of the Corporation (whether now or hereafter designated)
upon the conversion or exchange of shares of any series of Preferred
Shares for shares of another
series of Preferred Shares.




---



##### 



- 2 - 3B.4 Approval of Holders of
Class II Preferred Shares  The approval of the holders of the Class II
Preferred Shares as to any matter referred to in these provisions may be given as specified below:  (a)
    Any approval given by the holders of Class II Preferred Shares shall be deemed to
have been sufficiently given if it shall have been given in writing by the holders of at least 66
2/3% of the outstanding Class II Preferred Shares or by a resolution passed at a meeting of holders of Class II
Preferred Shares duly called and held for such purpose upon not less than 21 days notice at which the
holders of at least a majority of the outstanding Class II Preferred Shares are present or are represented by
proxy and carried by the affirmative vote of not less than 66 2/3% of the votes cast at such
meeting. If at any such meeting the holders of a majority of the outstanding Class II Preferred Shares are not
present or represented by proxy within one-half hour after the time appointed for such meeting, then
the meeting shall be adjourned to such date not less than 15 days thereafter and to such time and
place as may be designated by the chairman appointed by those present, and not less than 10 days written
notice shall be given of such adjourned meeting. At such adjourned meeting, the holders of Class II
Preferred Shares present or represented by proxy shall form a quorum and may transact the business
for which the meeting was originally called and a resolution passed thereat by the affirmative vote of
not less than 66 2/3% of the votes cast at such meeting shall constitute the approval of the holders of
the Class II Preferred Shares.(b)
    On every poll taken at any such meeting each holder of Class II Preferred Shares
shall be entitled to one vote in respect of each Class II Preferred Share held. Subject to the foregoing, the
formalities to be observed with respect to the giving or waiving of notice of any such meeting and the
conduct thereof shall be those from time to time prescribed in the Act and the by-laws of the Corporation
with respect to meetings of shareholders. 3B.5 Limitations  The holders of the Class II Preferred Shares or any series thereof are not,
unless the Articles of Amendment in respect of any particular series provide to the contrary,
entitled to vote separately as a class or series on, or to dissent in respect of, any proposal to
amend the Articles of the Corporation to:  (a)
    increase or decrease any maximum number of authorized shares of such class, or
increase any maximum number of authorized shares of a class having rights or privileges equal or
superior to the shares of such class;(b)
    effect an exchange, reclassification or cancellation of all
or part of the shares of such
class;(c)
    create a new class equal to or superior to the shares of such class.




---



##### 



(LOGO)
    
    Consumer and
Corporate Affairs Canada
    
    Consommation
et Corporations Canada
 Certificate of Amendment
    
    Certificat de modificationCanada Business
Corporations Act
    
    Loi sur les sociétés
commerciales canadiennes
  CROWNX INC.
    
    
    
    011266-6Name
of Corporation  Dénomination
de la société
    
    
    
    Number  NuméroI hereby certify that the Articles of the
above-mentioned Corporation were
amended
    
    
    
    Je certifie par les présentes que les
statuts de la société mentionnée ci-haut
ont été modifiés(a) under section 13 of the Canada
Business Corporations Act in accordance with the attached notice;
    
    o
    
    (a) en vertu de larticle 13
de la Loi sur
les sociétés commerciales canadiennes
conformément à lavis ci-joint;(b) under Section 27 of the Canada
Business Corporations Act as set out
in the attached Articles of Amendment
designating a series of shares;
    
    o
    
    (b) en vertu de larticle 27
de la Loi sur
les sociétés commerciales canadiennes
tel quindiqué dans les clauses
modificatrices ci-jointes désignant une
série dactions:(c) under Section 171 of the Canada
Business Corporations Act as set out
in the attached Articles of Amendment;
    
    þ
    
    (c) en vertu de
larticle 171 de la Loi
sur les sociétés commerciales canadiennes tel
quindiqué dans les clauses
modificatrices ci-jointes;(d) under Section 185 of the Canada
Business Corporations Act as set out in the attached Articles of
Reorganization;
    
    o
    
    (d) en vertu de larticle 185 de la Loi
sur les sociétés commerciales canadiennes tel
quindiqué dans les clauses de réorganisation
ci-jointes;(e) under Section 185.1 of the Canada
Business Corporations Act as set out
in the attached Articles of Arrangement.
    
    o
    
    (e) en vertu de larticle 185.1 de la Loi
sur les sociétés commerciales canadiennes tel quindiqué dans les clauses
darrangement ci-jointes.Le
DirecteurSIGNATURE
    
    
    
    June 13, 1986 
          le 13 juin 1986Director
    
    
    
    Date of Amendment  Date de la modification
 (CANADA LOGO)




---



##### 



CANADA BUSINESS
CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
    
    (LOGO)
    
    COMMERCIALES CANADIENNES
FORMULE 4
CLAUSES MODIFICATRICES
(ARTICLE 27 OU 171)
 1 - Name
of Corporation - Denomination de la Société
    
    
    2 - Corporation No -No de la SociétéCROWNX INC.
    
    
    011266-6
 3 - The Articles of the above-named corporation are amended as follows
    
    Les statuts de la  société
ci-haut mentionnée sont modifiés de la façon suivante.
  1.
    The Articles of the Corporation, as heretofore amended, be further amended as follows:  1.1
    By adding as section 2.9 the following definition:financial quarter means each of the four consecutive quarters of a financial
year consisting of three months each, the first of such quarters to commence on
the first day of a financial year and the fourth of such quarters to end on the
last day of a financial year.1.2
    By subdividing and changing each Non-voting Class A Share
issued and outstanding immediately prior to the end of the Record Date into
two Non-voting Class A Shares;1.3
    By providing that each Non-voting Class A Share outstanding after
giving effect to paragraph 1.2 hereof shall be and shall be deemed
for all purposes to be outstanding as fully-paid and non-assessable;1.4
    By changing the rights, privileges, restrictions and conditions
attaching to the Non-voting Class A Shares and Common Shares of
the Corporation by deleting Articles 4 and 5 of the Articles of the Corporation,
as heretofore amended, and substituting therefor Articles 4 and 5 as set forth in
Exhibit 1 attached hereto, which is hereby incorporated into this form; and1.5
    By providing that the Record Date for the purposes of paragraphs 1.2 and
1.4 hereof shall be the date set forth in the Certificate of Amendment in respect
of these Articles of Amendment which date shall be June 13, 1986. Date
    
    
    Signature
    
    
    Description of Office 
Description du posteMay 29, 1986
    
    
    SIGNATURE
    
    
    VICE-PRESIDENT, FINANCEFOR DEPARTMENTAL USE ONLY
    
    
    
    
    
    À
LUSAGE DU MINISTÈRE SEULEMENTFiled  DeposeeMay/mai 30, 1986




---



##### 



Exhibit 1 Articles 4 and 5 Article 4 
Non-voting Class A Shares The rights, privileges, restrictions and conditions attaching to the Non-voting Class A Shares
as a class are as follows: 4.1 Preferential Dividends on
Non-voting Class A Shares  Subject to the prior rights of the
holders of the Preferred Shares, the Class II Preferred Shares and the shares of any other class
ranking senior to the Non-voting Class A Shares, the holders of the Non-voting Class A Shares shall
be entitled to receive, and the Corporation shall pay thereon as and when declared by the directors
out of moneys of the Corporation properly applicable to the payment of dividends, a quarterly
preferential cash dividend of, or quarterly, preferential cash
dividends aggregating, 2.5¢ per
share in respect of each financial quarter commencing with the first financial quarter in the
financial year beginning January 1, 1987, payable on such date or dates in each such financial
quarter as the directors shall from time to time determine. In any case where any additional
Non-voting Class A Shares are issued or result from a subdivision or other change of the
Corporations capital or otherwise become outstanding during a financial quarter, such additional
shares shall be entitled to receive only those dividends which are payable (including any
accumulated but unpaid portion of any quarterly preferential dividend) to holders of Non-voting
Class A Shares of record on or after the effective date of such issuance, subdivision or change or
the date on which such additional shares otherwise become outstanding; provided that nothing in
this sentence shall prejudice the right of the holders of all Non-voting Class A Shares outstanding
on the respective record dates for the dividends payable on the dates hereinafter in this sentence
set forth to receive on August 15, 1986 and November 15, 1986 the remaining instalments of 2.5¢ per
share representing the declared but unpaid balance of the annual preferential dividend previously
declared for the financial year commencing January 1,1986. The quarterly preferential dividends
herein provided for shall be cumulative only in each financial year commencing with the financial
year beginning January 1, 1987 and if in any such financial year the directors in their discretion
shall not declare preferential dividends aggregating 10¢ per share on the Non-voting Class A
Shares, the rights of the holders of the Non-voting Class A Shares to such dividend or dividends or
to any greater dividend than the dividend or dividends actually declared in such financial year
shall be forever extinguished. No dividend shall be declared or paid on the Common Shares or the
shares of any other class ranking junior to the Non-voting Class A Shares in any financial quarter
commencing with the first financial quarter in the financial year
beginning January 1, 1987 unless
the preferential dividend or dividends provided for by this section 4.1 for any such financial
quarter shall have been paid or shall have been declared and the payment thereof within such
financial quarter authorized. 4.2 Ordinary Dividends or
Non-voting Class A Shares  Subject to the prior rights of the holders
of the Preferred Shares, the Class II Preferred Shares and the shares of any Other class ranking
senior to the Non-voting Class A Shares, whenever in any financial quarter the preferential
dividend or dividends provided for by section 4.1 (including for this purpose the balance of the
annual preferential dividend previously declared for the financial
year commencing January 1, 1986)
shall have been paid on the Non-voting Class A Shares, or shall have been declared and payment
thereof within such financial quarter authorized in accordance with section 4.1, the holders of
the Non-voting Class A Shares shall be entitled in such financial quarter to such further
dividends (if any) as the directors in their discretion may declare; provided, however, that no
such further dividend on the Non-voting Class A Shares shall be declared unless contemporaneously
therewith the directors shall declare a dividend, payable at the same time or times as such
dividend on the Non-voting Class A Shares, on each Common Share in an amount equal to twice the
amount of the dividend payable at that time on each Non-voting Class A Share. 4.3 Subdivision,
Consolidation, Reclassifications or Change  No subdivision,
consolidation, reclassification or other change of Non-voting Class A Shares or Common Shares
shall be made unless such subdivision, consolidation, reclassification or change is authorized by
special resolutions of the holders of each of the Non-voting Class A Shares and Common Shares,
voting separately as classes. 4.4 Voting  The holders of Non-voting Class A Shares, as such, shall be entitled to receive
notice of and to attend any meeting of the holders of Common Shares or other shares normally
entitled to vote, but shall not be entitled (except as otherwise provided in the Act) to vote at
any such meeting for any purpose.




---



##### 



2. 4.5 Dissolution Subject to the prior rights of the holders of the Preferred Shares, the
Class II Preferred Shares and the shares of any other class ranking senior to the Non-voting Class
A Shares, in the event of the liquidation, dissolution or winding-up of the Corporation or any
other distribution of the assets of the Corporation among its shareholders for the purpose of
winding-up its affairs, the holders of the Non-voting Class A Shares and of the Common Shares shall
together be entitled to receive the remaining assets of the Corporation and to participate in any
distribution in respect thereof, rateably on a unit basis without preference or priority, on the
basis of one unit for each Non-voting Class A Share outstanding and two units for each Common Share
outstanding. Article 5    Common Shares The rights, privileges, restrictions and conditions attaching to the Common Shares as a class
are as follows: 5.1 Conversion Privilege
Subject to the provisions of this Article 5, the holder of any Common
Shares shall
have the right, at the holders option, at any time to convert such Common Shares into fully paid
and non-assessable
Non-voting Class A Shares on the basis of two Non-voting Class A Shares for each Common Share. The
conversion privilege of the holders of Common Shares shall be transferable only with such shares
and shall be
inseparable therefrom. 5.2 Manner of Exercise of
Conversion Privilege The conversion of one or more Common Shares as
permitted
by section 5.1 may be effected by the surrender of the certificate or certificates representing the
same at any time
during usual business hours at the option of the holder at any office of any transfer agent of the
Corporation at which
the Common Shares are transferable or, there being no such transfer agent, at the registered office
of the
Corporation accompanied by (i) payment or evidence satisfactory to the Corporation of payment of
the tax (if any)
payable as provided in section 5.4 or evidence satisfactory to the Corporation that the Corporation
has not and will
not have any liability in respect of such tax and (ii) a written instrument of surrender in form
satisfactory to the
Corporation duly executed by the registered holder or his attorney duly authorized in writing (with
such execution
guaranteed in such manner as the directors may from time to time require), in which instrument such
holder may
also elect to convert part only of the Common Shares represented by such certificate or
certificates in which event
the Corporation shall issue and deliver or cause to be delivered to such holder, at the expense of
the Corporation, a
new certificate representing the Common Shares represented by such certificate or certificates
which have not been
converted. As promptly as practical after the surrender, as herein provided, of any Common Shares
for conversion,
the Corporation shall issue and deliver or cause to be delivered, to or upon the written order of
the holder of the
Common Shares so surrendered, a certificate or certificates issued in the name of, or in such name
or names as may
be directed by, such holder representing the number of fully-paid and non-assessable Non-voting
Class A Shares to
which such holder is entitled. Such conversion shall be deemed to have been made at the close of
business on the
date such Common Shares shall have been surrendered for conversion, so that the rights of the
holder of such
Common Shares as the holder thereof shall cease at such time and the person or persons entitled to
receive Non-voting Class A Shares upon such conversion shall be treated for all purposes as having become the
holder or holders
of record of such Non-voting Class A Shares at such time. 5.3 No Adjustment for
Dividends The registered holder of any Common Share on the record date for
any dividend declared payable on such share shall be entitled to such dividend notwithstanding
that such share is converted after such record date and before the payment date of such dividend
and the registered holder of any Non-voting Class A Share resulting from any conversion shall be
entitled to rank equally with the registered holders of all other Non-voting Class A Shares in
respect of all dividends or portions thereof declared payable to holders of Non-voting Class A
Shares of record on any date after the date of conversion. 5.4 Taxes on Conversion
The issuance of certificates for Non-voting Class A Shares upon the
conversion of Common Shares will be made without charge to the converting holders of Common Shares
for any fee or tax in respect of the issuance of such certificates or the Non-voting Class A
Shares represented thereby; provided, however, that the Corporation shall not be required to pay
any tax which may be imposed upon the person or persons to whom such Non-voting Class A Shares are
issued in respect of the issuance of such Non-voting Class A Shares or the certificates therefor or
which may be payable in respect of any transfer involved in the issuance and delivery of any such
certificate in a name or names other than that of the holder of the
Common Shares converted, and
the Corporation shall not be required to issue or deliver such certificate unless the person or
persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax
or shall have established to the satisfaction of the Corporation that such tax has been paid or
that the Corporation has not and will not have any liability in respect of such tax.




---



##### 



3. 5.5 Adjustment of Stated
Capital Accounts All Common Shares converted into Non-voting Class A
Shares in
accordance with the provisions of this Article 5 shall be cancelled and on each such conversion the
stated capital
account maintained for the Common Shares shall be reduced and the stated capital account maintained
for the
Non-voting Class A Shares shall be increased by an amount equal to the result obtained by
multiplying the stated
capital of the Common Shares by the number of Common Shares so converted divided by the number of
Common
Shares outstanding immediately before such conversion. 5.6 Subdivision,
Consolidation, Reclassification or ChangeNo subdivision, consolidation,
reclassification or
other change of Non-voting Class A Shares or Common Shares shall be made unless such subdivision,
consolidation, reclassification or change is authorized by special resolutions of the holders of
each of the Non-voting
Class A Shares and Common Shares, voting separately as classes. 5.7 Dividends on Common
Shares Subject to the prior rights of the holders of the Preferred
Shares, the Class II
Preferred Shares and the shares of any other class ranking senior to the Common Shares, whenever in
any financial
quarter the preferential dividend or dividends provided for in section 4.1 (including for this
purpose the balance of
the annual preferential dividend previously declared for the financial year commencing January
1, 1986) shall have
been paid on the Non-voting Class A Shares, or shall have been declared and the payment thereof in
such financial
quarter authorized, in accordance with section 4.1, the holders of Common Shares shall be entitled
in such financial
quarter to such dividends (if any) as the directors in their discretion may declare; provided,
however, that no such
dividend on the Common Shares shall be declared unless contemporaneously therewith the directors
shall declare a
further dividend, payable at the same time or times as such dividend on the Common Shares, on each
Non-voting
Class A Share in an amount equal to one-half of the amount of the dividend payable at that time on
each Common
Share. 5.8 Voting The holders of Common Shares shall be entitled to one vote for each Common Share held
by them at
all meetings of shareholders except meetings at which only holders of another class or series of
shares are entitled to
vote. 5.9 Dissolution Subject to the prior rights of the holders of the Preferred Shares, the Class II
Preferred Shares
and the shares of any other class ranking senior to the Common Shares, in the event of the
liquidation, dissolution or
winding-up of the Corporation or any other distribution of the assets of the Corporation among
its shareholders for
the purpose of winding-up its affairs, the holders of the Non-voting Class A Shares and of the
Common Shares shall
together be entitled to receive the remaining assets of the
Corporation and to participate in any
distribution in
respect thereof, rateably on a unit basis without preference or priority, on the basis of one unit
for each Non-voting
Class A Share outstanding and two units for each Common Share outstanding.




---



##### 



(LOGO)
    
    Consumer and
Corporate Affairs Canada
    
    Consommation
et Corporations Canada
 Certificate
of Amendment
    
    Certificate de modificationCanada
Business
    
    Loi sur les
sociétésCorporations
Act
    
    commercials canadiennes
  CROWNX
INC.
    
    
    

011266-6Name of Corporation  Dénomination de la société
    
    
    
    Number  NuméroI hereby certify that the Articles of the
above-mentioned Corporation were amended
    
    
    
    Je certifie par les présentes que
les statuts de la société mentionnée ci-haut ont été modifiés(a) under section 13 of the Canada Business
Corporations Act in accordance with the attached
notice;
    
    o
    
    (a) en vertu de larticle 13 de la Loi sur
les sociétés commerciales canadiennes
conformément à lavis ci-joint;(b) under Section 27 of the Canada Business
Corporations Act as set out in the attached
Articles of Amendment designating a series of
shares;
    
    þ
    
    (b) en vertu de larticle 27
de la Loi sur
les sociétés commerciales canadiennes tel
quindiqué dans les clauses modificatrices
ci-jointes désignant une série dactions;(c) under Section 171 of the Canada Business
Corporations Act as set out in the attached
Articles of Amendment;
    
    o
    
    (c) en vertu de larticle 171 de la Loi sur
les sociétés commerciales canadiennes tel
quindiqué dans les clauses modificatrices
ci-jointes;(d) under Section 185 of the Canada Business
Corporations Act as set out in the attached
Articles of Reorganization;
    
    o
    
    (d) en vertu de larticle 185 de la Loi sur
les sociétés commerciales canadiennes tel
quindique dans les clauses de
réorganisation ci-jointes;(e) under Section 185.1 of the Canada Business
Corporations Act as set out in the attached
Articles of Arrangement.
    
    o
    
    (e) en vertu de larticle 185.1 de la Loi
sur les sociétés commerciales canadiennes
tel quindiqué dans les clauses
darrangement ci-jointes.Le
Directeur(SIGNATURE)
    
    
    
    July 3, 1986le 3 juillet 1986Director
    
    
    
    Date of Amendment  Date de
la modification
 (CANADA LOGO)




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##### 



CANADA BUSINESS
CORPORATIONS ACT
    
    (LOGO)
    
    LOI SUR LES SOCIÉTÉS
COMMERCIALES CANADIENNESFORM 4
    
    
    
    FORMULE 4ARTICLES OF AMENDMENT
    
    
    
    CLAUSES MODIFICATRICES(SECTION 27 OR 171)
    
    
    
    (ARTICLE 27 OU 171)
 1 - Name
of Corporation -  Dénomination de la société
    
    
    2 - Corporation No. - No de la sociétéCrownx Inc.
    
    
    011266-6
  3
- The articles of the above-named corporation are amended
as follows:
    
    Les statuts
de la société ci-haut mentionnée sont modifiés
de la façon
suivante
  1.
    Pursuant to paragraph 3B.1 thereof by fixing the number of shares
in, and determining the designation, rights, privileges, restrictions
 and conditions attaching to, the first series of Class II Preferred
Shares of the Corporation as set out in Schedule A hereto, which Schedule is incorporated into this form.  Date
    
    
    Signature
    
    
    Description of Office -
Description du posteJuly 3, 1986
    
    

(SIGNATURE)
    
    
    Executive Vice-President, Finance
 FOR DEPARTMENTAL USE
ONLY
    
    
    
    
    A L
USAGE DU MINISTÉRE SEULEMENTFixed -
Déposée3/7/86




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##### 



Schedule A CROWNX INC. Resolution of the directors of Crownx Inc. (the Corporation) fixing the number
and designating the rights, privileges, restrictions and conditions attaching to the Class II
Preferred Shares, Series 1; WHEREAS the Corporations share capital includes an unlimited number of Class II Preferred
Shares which may be issued in one or more series with the directors of the Corporation being
entitled by resolution to fix the number of shares in each series and to designate the rights,
privileges, restrictions and conditions attaching to the shares of each series; and WHEREAS the directors of the Corporation have determined to designate the first series of
Class II Preferred Shares, having attached thereto the rights, privileges, restrictions and
conditions hereinafter set forth; RESOLVED THAT:  (a)
    the first series of Class II Preferred Shares of the
Corporation shall consist of 24,000,000 Class II
Preferred Shares (such number being subject to increase
in accordance with part (b) of this resolution below)
which shall be designated Class II Preferred Shares,
Series 1 (hereinafter called the Series 1 Shares);  (b)
    in addition to the number of Series 1 Shares fixed
by part (a) above of this resolution, the directors
may designate one or more series of Class II Preferred
Shares (i) having rights, privileges, restrictions
and conditions identical in all respects to the Series
1 Shares and (ii) the shares of which newly designated
series shall rank pari passu with and shall participate
equally and proportionately without discrimination
with the Series 1 Shares as if the shares of any such
latter series had been designated as, and fixed in
number as part of, the Series 1 Shares. Upon such
designation, the authorized number of shares fixed
in any such latter series may be added to and form
part of the Series 1 Shares;(c)
    the Series 1 Shares shall, in addition to the
preferences, rights, privileges, restrictions and
conditions attaching to the Class II Preferred Shares




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##### 



- 2 -  as a class, carry and be subject to the following rights, privileges, restrictions
and conditions:  1.
    DEFINITIONS AND INTERPRETATION 1.1
Definitions Where used in these provisions, the following words and phrases shall, unless there is
something in the context otherwise inconsistent therewith, have the following meanings,
respectively:  (a)
    Adjustment Factor for any Month means the percentage (which
may be positive or negative) based on the Calculated Trading Price of the Series
1 Shares for the preceding Month, determined in accordance with the following: The Adjustment FactorIf Such Calculated Trading Price
    
    as a Percentage of(Expressed as $ per Share) is
    
    Prime Shall Be25.25 or more
    
    
    -1.00
    %25.188 to 25.249
    
    
    -0.75
    %25.125 to 25.187
    
    
    -0.50
    %25.063 to 25.124
    
    
    -0 25
    %24.938 to 25.062
    
    Nil24.875 to 24.937
    
    
    +0.25
    %24.813 to 24.874
    
    
    +0.50
    %24.75 to 24.812
    
    
    +0.75
    %less than 24.75
    
    
    +1.00
    %
 provided that if the Series 1 Shares do not trade on the Exchange
during any Month, the Adjustment Factor for the following Month shall be nil;  (b)
    Adjustment Rate for any Month (other than the
first Month in which any Series 1 Shares have
been issued) means the percentage which is the
sum of (i) the Adjustment Factor for that Month
plus (ii) the Adjustment Rate for the immediately
preceding Month; and for the first Month in which
any Series 1 Shares have been issued is nil;(c)
    Annual Dividend Rate for any Month means the
rate per annum (rounded to the nearest
one-thousandth of one percent) which is the sum
of (i) 65% of Prime plus (ii) the Adjustment Rate




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##### 



- 3 -  in effect for that Month; provided that the Annual Dividend Rate for any Month shall in no
event be greater than 80% or less than 50% of Prime as calculated for that Month;  (d)
    board of directors or directors means the
board of directors of the Corporation or, if duly
constituted and empowered, the executive or any
other committee of the board of directors of the
Corporation for the time being, and reference
without further elaboration to action by the
directors means either action by the directors
of the Corporation as a board or action by any
such committee;(e)
    Business Day means a day other than a Saturday,
a Sunday or any other day that is treated as a
holiday for the purpose of legislation in Canada
or in the Province or municipality in which the
Corporations registered office is located;(f)
    Calculated Trading Price for any Month means:  (i)
    the aggregate of the Daily Adjusted Trading
Value for all Trading Days in such Month divided by(ii)
    the aggregate of the
Daily Trading Volume
for all Trading
Days in such Month;  (g)
    CBCA means the Canada Business Corporations
Act S.C. 1974-75, c. 33, as amended, consolidated
or re-enacted from time to time, or any act in
substitution therefor;(h)
    Daily Accrued Dividend Deduction for any Trading Day means one-thirtieth of the
product obtained by multiplying the dividend accrued on a Series 1 Share in respect of the
Month in which the Trading Day falls by the number of days elapsed from but excluding the day
prior to the Ex-Dividend Date immediately preceding such Trading Day to and including such
Trading Day (or if such Trading Day is an Ex-Dividend Date, such product divided by one (1));(i)
    Daily Adjusted Trading Value for any
Trading Day means:  (i)
    the aggregate
dollar value of all trades of Series 1 Shares on the Exchange occurring during such Trading
Day less(ii)
    the Daily Trading Volume for such Trading




---



##### 



- 4 -  Day multiplied by the Daily Accrued Dividend
Deduction for such Trading Day;  (j)
    Daily Trading Volume for any Trading Day means the aggregate number of Series 1
Shares traded in all transactions occurring during that Trading Day on the Exchange;(k)
    Exchange means The Toronto Stock Exchange or, if the directors have determined that such
exchange is not the principal trading market for the Series 1 Shares, then such other stock
exchange in Canada that the directors determine to be the principal trading market for the
Series 1 Shares and, should no alternative exchange be available, then such other trading
market as the directors determine to be the principal trading market for the Series 1 Shares;(l)
    Ex-Dividend Date means:  (i)
    other than for the first Month in which any Series 1 Shares have been issued,
the Trading Day which, under the rules or normal practices of the Exchange, is
designated or recognized as the ex-dividend date relative to any dividend record
date for the Series 1 Shares; and for the first Month in which any Series 1 Shares
have been issued, the first day of that Month; and(ii)
    if the directors fail to declare a dividend in respect of a Month, the
last Trading Day in such Month;  (m)
    herein, hereto,
hereunder, hereof, hereby
 and similar expressions mean or refer to
these provisions and not to any particular clause, paragraph or other portion thereof, and
the expressions clause and paragraph followed by a number or a letter mean and refer to
the specified clause or paragraph hereof;(n)
    holder means a person or, in the case of joint holders, the persons, recorded on the
securities register of the Corporation as being the registered holder or holders of one or
more Series 1 Shares;(o)
    Month means a calendar month;(p)
    Prime for a Month means the average (rounded to the nearest one-thousandth of one percent)
of the Prime Rates in effect on the last Trading




---



##### 



- 5 -  Day of the immediately preceding Month; provided  that if Prime for any Month cannot
be determined, then Prime for such Month shall be Prime for the most immediately preceding
Month which was determinable;  (q)
    Prime Rate means the prime commercial lending rates of interest established and announced
from time to time by the Reference Banks, or their respective successors, as the reference
rates of interest per annum to determine the interest rates they will charge on Canadian
dollar loans to their most creditworthy customers in Canada; provided that if neither of such
banks has a Prime Rate in effect on the relevant day, the Prime Rate for that day will be
1.65% per annum plus the average yield at the most recent weekly tender on 91-day Government
of Canada Treasury Bills as reported by the Bank of Canada;(r)
    ranking as to capital means ranking with respect to the distribution of assets 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, whether voluntary or involuntary; and ranking as to dividends means
ranking with respect to the payment of dividends by the Corporation on its shares; for
greater certainty, references herein to ranking on a parity with do not mean or include
ranking prior to;(s)
    Reference Banks collectively means any two of The Royal Bank of Canada, Bank of
Montreal, The Bank of Nova Scotia, The Toronto-Dominion Bank and Canadian Imperial Bank of
Commerce, and any successor of any of them, as may be designated from time to time by the
Corporation by notice given to the Transfer Agent not less than 2 Business Days prior to the
first day of a Month and, until such notice is given, collectively means The Royal Bank of
Canada and The Toronto-Dominion Bank;(t)
    Trading Day means a day on which the Exchange is open for trading; and(u)
    Transfer Agent means Montreal Trust Company or such other person, firm or
corporation as the Corporation may, from time to time, appoint as




---



##### 



- 6 - the transfer agent of the Series 1 Shares at such locations as the Corporation may, from time to time, approve. 1.2      Gender, etc. Words importing only the singular number include the plural and vice versa and
words importing any gender include all genders. 1.3     Currency All monetary amounts referred to herein shall be in lawful money of Canada. 1.4      Headings The division of these provisions into clauses, paragraphs or other subdivisions and the
insertion of headings are for convenience of reference only and shall not affect the
construction or interpretation hereof. 1.5     Business Day In the event the date on which any dividend on the Series 1 Shares is payable by
the Corporation or by which any other action is required to be taken by the Corporation
or any holder hereunder is not a Business Day, then such dividend shall be payable or
such other action shall be required or permitted to be taken on or by the next
succeeding date that is a Business Day. 1.6      Notice (a) Any notice (which term includes any communication
or document) required or permitted to be given, sent,
delivered or otherwise served to or upon a holder of Series
1 Shares pursuant to these provisions shall, unless some
other means is specifically required, be sufficiently given,
sent, delivered or otherwise served if given, sent, delivered
or served by prepaid mail and shall be deemed to be given,
sent, delivered, served and received, if sent by prepaid
mail, on the date of mailing thereof. (b) If there exists any actual or apprehended
disruption of mail services in any province in which there




---



##### 



- 7 - are holders of Series 1 Shares whose addresses appear on the books of the Corporation to be
in such province, notice may (but need not) be given to the holders in such province by means of
publication once in each of two successive weeks in a newspaper of general circulation published in
the capital city of such province, or if the Corporation or the Transfer Agent maintains a register
or branch register of transfers for the Series 1 Shares in such province, then in the city in such
province where any such register is maintained. Notice given by publication shall be deemed for all
purposes to be proper notice and to have been given on the day on which the first publication is
completed in any city in which notice is published. (c) Accidental failure or omission to give notice to one or more holders of Series 1 Shares
in any circumstance where notice is required to be given hereunder shall not affect the validity
of the action, event or circumstance so concerned, but upon such failure or omission being
discovered notice shall be given forthwith to such holder or holders and shall have the same force
and effect as if given in due time. 1.7      Canada Business Corporations Act These provisions shall be governed by and are subject to the applicable provisions of the
CBCA and all other laws binding upon the Corporation and, except as otherwise expressly provided
herein, all terms used herein which are defined in the CBCA shall have the respective meanings
ascribed thereto in the said Act. 2.  DIVIDENDS 2.1      Payment of Dividends The holders of Series 1 Shares shall be entitled to receive, and the Corporation shall
pay thereon, as and when declared by the board of directors out of monies of the Corporation
properly applicable to the payment of dividends, cumulative preferential cash dividends payable in
the manner and at the times hereafter provided. Dividends on Series 1 Shares which are outstanding
shall accrue from day to day commencing, with respect to any Series 1 Shares which is outstanding,
with the first day of the particular Month in which the particular share was first issued;
provided that all Series 1 Shares validly issued and outstanding on any record date for a
dividend shall,




---



##### 



- 8 - regardless of their respective dates of issue, be entitled to rank equally without distinction with
respect to the amount of any dividend declared payable to holders of record thereon on any date
following any of the respective date(s) of issue, with the intent that all holders of outstanding
Series 1 Shares on any record date for any dividend shall be entitled to receive the same amount of
dividends per share. 2.2     Calculation of Dividends Dividends shall be payable monthly in respect of each Month in an amount per share
equal to the result obtained (rounded to the nearest one-tenth of one cent) by multiplying the
Annual Dividend Rate in effect for such Month by $25.00, and dividing the product by 12, and shall
be payable in arrears on the 15th day of the following Month. The record date for the purposes of
determining holders of Series 1 Shares entitled to receive the dividend for any Month shall be the
last Trading Day of the Month. 2.3      Method of Payment Cheques payable in lawful money of Canada at par at any branch in Canada of the
Corporations bankers for the time being or of the Transfer Agent shall be issued in respect of
the dividends on the Series 1 Shares (less any tax required to be deducted or withheld by or on
behalf of the Corporation). The mailing on or before any dividend payment date of such a cheque,
payable on such dividend payment date, to a holder of Series 1 Shares shall be deemed to be
payment of the dividends represented thereby unless the cheque is not paid upon presentation.
Dividends which are represented by a cheque which has not been presented to the drawee for payment
or which otherwise remain unclaimed for a period of 6 years from the date on which they were
declared to be payable shall be forfeited to the Corporation. 2.4      Cumulative Payment of Dividends If on any dividend payment date the dividends accrued to such date are not paid in
full on all of the Series 1 Shares then outstanding, such dividends, or the unpaid part thereof,
in each case in the amount determined pursuant to this clause 2 on the relevant dividend payment
date, shall be paid on a subsequent date or dates determined by the directors on which the
Corporation shall have sufficient monies properly applicable to the payment of




---



##### 



- 9 - such dividends. The holders of Series 1 Shares shall not
be entitled to any dividends other than or in excess of
the cumulative preferential cash dividends provided for herein. 2.5      Notice of Dividends The Corporation shall as promptly as practicable calculate the Adjustment Rate for each Month
and give notice of the resulting Adjustment Rate and Annual Dividend Rate for that Month to all
stock exchanges on which the Series 1 Shares are listed. 2.6      Listing The Corporation shall make all reasonable efforts which are within the control of the
Corporation to provide that, so long as any Series 1 Shares are outstanding, the Series 1 Shares
will be listed and posted for trading on The Toronto Stock Exchange or, failing The Toronto Stock
Exchange, on another stock exchange in Canada. 3.   REDEMPTION 3.1     Optional Redemption On and after January 1, 1992, but subject to the provisions of applicable law and to the
provisions of this clause 3 and of clause 5 hereof and to the rights, privileges, restrictions and
conditions attaching to any shares of the Corporation ranking prior to the Class II Preferred
Shares, the Corporation may, upon giving notice as hereinafter provided, redeem at any time all or
from time to time any part of the then outstanding Series 1 Shares, on payment for each share of
$25.00 together with an amount equal to all dividends, if any, accrued and unpaid thereon up to
and including the date specified for redemption (the whole amount constituting and being
hereinafter referred to as the Redemption Price). 3.2      Partial Redemption In case a part only of the Series 1 Shares is at any time to be redeemed, the shares so to be
redeemed shall be selected by lot or, if the directors of the Corporation so determine, on a pro
rata basis, disregarding fractions, according to the number of Series 1 Shares held




---



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- 10 - by each of the holders thereof. If a part only of the Series 1 Shares, represented by any
certificate shall be redeemed, a new certificate representing the balance of such shares shall be
issued to the holder at the expense of the Corporation upon presentation and surrender of the first
mentioned certificate. 3.3      Method of Redemption In any case of redemption of Series 1 Shares, the Corporation shall, not less than 30 nor more
than 60 days before the date specified for redemption, send to each holder of Series 1 Shares to be
redeemed notice of the intention of the Corporation to redeem such Series 1 Shares. Such notice
shall set out: the number of Series 1 Shares held by the person to whom it is addressed which are
to be redeemed; the Redemption Price; the date specified for redemption; and the place or places
within Canada at which holders of Series 1 Shares may present and surrender such shares for
redemption. On and after the date specified for redemption, the Corporation shall pay or cause to
be paid to or to the order of the holders of the Series 1 Shares to be redeemed the Redemption
Price of such shares on presentation and surrender, at the registered office of the Corporation or
any other place or places within Canada specified in the notice of redemption, of the certificate
or certificates representing the Series 1 Shares called for redemption. Payment in respect of
Series 1 Shares being redeemed shall be made by cheques payable to the holders in lawful money of
Canada at par at any branch in Canada of the Corporations bankers for the time being or of the
Transfer Agent. The Corporation shall have the right at any time after the giving of notice of
redemption to deposit the Redemption Price of the Series 1 Shares so called for redemption, or of
such of the shares which are represented by certificates which have not at the date of such deposit
been surrendered by the holders thereof in connection with such redemption, to a special account in
any chartered bank or any trust company in Canada named in such notice or in a subsequent notice to
the holders of the shares in respect of which the deposit is made, to be paid without interest to
or to the order of the respective holders of Series 1 Shares called for redemption upon
presentation and surrender to such bank or trust company of the certificates representing such
shares. Upon such deposit being made or upon the date specified for redemption, whichever is the
later, the Series 1 Shares in respect of which such deposit shall have been made shall be deemed to
be redeemed and the rights of the holders thereof shall be limited to receiving, without interest,
from their proportionate part




---



##### 



- 11 - of the amount sodeposited upon presentation and surrender of the
certificate or certificates representing their Series 1 Shares being redeemed the
Redemption Price in respect of such shares. Any interest allowed on any such deposit shall
belong to the Corporation. From and after the date specified for redemption in any notice
of redemption, the Series 1 Shares called for redemption shall cease to be entitled to
dividends or any other participation in the assets of the Corporation and the holders
thereof shall not be entitled to exercise any of their other rights as shareholders in
respect thereof unless payment of the Redemption Price shall not be made upon presentation
and surrender of the certificates in accordance with this paragraph 3.3, in which case the
rights of the holders shall remain unaffected. Redemption monies which are represented by a
cheque which has not been presented to the drawee for payment or which otherwise remain
unclaimed (including monies held on deposit in a special account as provided for above) for
a period of 6 years from the date specified for redemption shall be forfeited to the
Corporation. 4.   PURCHASE FOR CANCELLATION Subject to the provisions of applicable law, to the provisions of clause 5
hereof and to the rights, privileges, restrictions and conditions attaching to any shares of
the Corporation ranking prior to the Class II Preferred Shares, the Corporation may at any
time or from time to time purchase for cancellation all or any part of the outstanding
Series 1 Shares (i) at any price by invitation for tenders addressed to all of the holders
of Series 1 Shares then outstanding or through the facilities of any stock exchange on which
the Series 1 Shares are listed, or (ii) in any other manner provided that in such case the
price for each Series 1 Share so purchased for cancellation shall not exceed $25.00 plus an
amount equal to all dividends, if any, accrued and unpaid thereon up to and including the
date of purchase and costs of purchase. If, in response to an invitation for tenders under
the provisions of this clause 4, more Series 1 Shares are tendered at a price or prices
acceptable to the Corporation than the Corporation is prepared to purchase, then the Series
1 Shares to be purchased by the Corporation shall be purchased to the next lowest whole
share as nearly as may be pro rata according to the number of shares tendered by each holder
who submits a tender to the Corporation or as otherwise may be required by applicable law,
provided that when shares are tendered at different prices, the pro rating shall be effected
only with respect to the shares tendered




---



##### 



- 12 - at the price at which more shares are tendered than the Corporation is prepared to purchase
after the Corporation has purchased all the shares tendered at lower prices.  5.
    RESTRICTIONS ON DIVIDENDS AND RETIREMENT AND ISSUE OF SHARES So long as any of the Series 1 Shares are outstanding, the Corporation shall not, without
the prior approval of the holders of the Series 1 Shares given as specified in clause 8:  (a)
    declare, pay or set apart for payment any dividend
on the Common Shares, the Non-voting Class A Shares
or any other shares of the Corporation ranking
as to the payment of dividends junior to the Series
1 Shares (other than stock dividends in shares
of the Corporation ranking as to dividends junior
to the Series 1 Shares); or(b)
    redeem, purchase for cancellation or otherwise
retire or make any capital distribution on or
in respect of any Common Shares, Non-voting Class
A Shares or other shares ranking as to the return
of capital junior to the Series 1 Shares (except
out of the net cash proceeds of a substantially
concurrent issue of shares ranking as to capital
junior to the Series 1 Shares); or(c)
    redeem, purchase or otherwise retire less than
all the Series 1 Shares; or(d)
    redeem, purchase or otherwise retire any other
 shares of the Corporation ranking as to the payment
of dividends or the return of capital on a parity
with the Series 1 Shares, except in connection
with any purchase fund or obligation, sinking
fund, retraction privilege or mandatory redemption
obligation attaching to any series of Class II
Preferred Shares from time to time outstanding;
or(e)
    issue any additional Series 1 Shares or any shares
ranking as to the payment of dividends or the
return of capital prior to or on a parity with
the Series 1 Shares, except in connection with
any exchange or conversion privilege attaching
to any series of Preferred Shares or Class II
Preferred Shares outstanding from time to time;




---



##### 



- 13 - unless, in each such case, all dividends then payable on the Series 1 Shares then
outstanding and on all other shares of the Corporation ranking as to dividends on a parity with the
Series 1 Shares shall have been declared and paid or monies set apart for payment. 6.  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 Series 1 Shares shall be entitled to receive from the assets of the
Corporation an amount equal to $25.00 per Series 1 Share plus all dividends, if any, accrued and
unpaid thereon up to and including the date of distribution, the whole before any amount shall be
paid by the Corporation or any assets of the Corporation distributed to holders of the Common
Shares, the Non-voting Class A Shares of the Corporation or other shares of the Corporation
ranking as to the return of capital junior to the Series 1 Shares. After payment to the holders of
the Series 1 Shares of the amounts so payable to them, they shall not be entitled to share in any
further payment in respect of or distribution of the assets of the Corporation. 7.  MODIFICATION OF SERIES The rights, privileges, restrictions and conditions attached to the Series 1 Shares
may be added to, changed, removed or otherwise amended only with the prior approval of the holders
of the Series 1 Shares given as specified in clause 8, in addition to any vote or authorization
required by law. 8.  APPROVAL OF HOLDERS OF SERIES 1 SHARES Any approval of the holders of the Series 1 Shares with respect to any and all matters
referred to herein or of any other matters requiring the consent of the holders of Series 1 Shares
may be given in such manner as may then be required by law, subject to a minimum requirement that
such approval be given by resolution signed by all the holders of outstanding Series 1 Shares or
passed by the affirmative vote of at least two-thirds of the votes cast




---



##### 



- 14 - by the holders of Series 1 Shares who voted in respect of that resolution at a meeting of
the holders of the Series 1 Shares duly called for that purpose at which the holders of at least
25% of the outstanding Series 1 Shares are present in person or represented by proxy, or, if such
quorum is not present at such meeting, at an adjourned meeting at which the holders of Series 1
Shares then present in person or represented by proxy shall constitute a quorum for all purposes.
The formalities to be observed with respect to proxies, the giving of notice and the conduct of any
such meeting or any adjourned meeting shall be those from time to time prescribed by the articles
and by-laws of the Corporation with respect to meetings of shareholders. On every poll taken at
every meeting of holders of Series 1 Shares, each holder entitled to vote thereat shall be entitled
to 1 vote for each Series 1 Share held by such holder. 9.  VOTING RIGHTS 9.1      Right to Vote The holders of the Series 1 Shares shall not be entitled as such (except as hereinafter
specifically provided or as otherwise may be required by applicable law) to receive notice of or
to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at
any such meeting unless and until the Corporation from time to time shall fail to pay 24
consecutive monthly dividends on the Series 1 Shares on the dates on which the same should be paid
under the provisions of clause 2 hereof whether or not there are any monies of the Corporation
properly applicable to the payment of dividends. Thereafter, but only so long as any dividends on
the Series 1 Shares remain in arrears, the holders of the Series 1 Shares shall be entitled,
voting separately as a class with all other holders of Class II Preferred Shares who have such
right in similar circumstances, to elect 1 member of the board of directors of the Corporation.
Nothing herein contained shall be deemed to restrict the right of the Corporation from time to
time to increase or decrease the number of its directors. 9.2      Meeting to Elect Director For the purpose of electing directors as provided in this clause 9, the holders of the
Series 1 Shares shall be entitled to receive notice of all meetings of shareholders of the
Corporation at which directors are to be elected.




---



##### 



- 15 - If there is not then a director who has been elected by the holders of Class II Preferred
Shares entitled to vote as provided in paragraph 9.1, a separate meeting of the holders of such
shares shall be held at the time of such meeting. At such separate meeting, each holder of Series
1 Shares shall have 1 vote for each Series 1 Share held, and a quorum for the separate meeting of
the holders of such Class II Preferred Shares shall be holders of each series of such Class II
Preferred Shares entitled to vote as provided in paragraph 9.1 being not less than 2 in number and
holding or representing by proxy not less than 10% of the Class II Preferred Shares of such
series. The formalities to be observed with respect to proxies, the giving of notice and the
conduct of any such meeting shall be those from time to time prescribed in the articles and
by-laws of the Corporation with respect to meetings of shareholders. 9.3      Vacancy Subject to the CBCA, any vacancy occurring in the board in respect of the member elected by
the holders of Class II Preferred Shares entitled to vote in accordance with the foregoing
provisions of this clause 9 may be filled by the directors. Whether or not such vacancy is so
filled by the directors, the holders of record of at least 10% of the outstanding Series 1 Shares
shall have the right to require the Secretary of the Corporation to call a meeting of the holders
of Class II Preferred Shares entitled to vote as provided in paragraph 9.1 for the purpose of
filling the vacancy or replacing the person filling such vacancy who was appointed by the
directors, and the provisions of paragraph 9.2 shall apply in respect of such meeting. 9.4      Termination Notwithstanding anything contained in the articles or by-laws of the Corporation, upon any
termination of the right of the holders of the Class II Preferred Shares to elect a director as
provided in this clause 9, the term of office of the director elected by the holders of Class II
Preferred Shares entitled to vote in accordance with the foregoing provisions of this clause 9
shall terminate and the vacancy thereby created may be filled by the remaining directors. * * * * *




---



##### 



(CANADIAN FLAG)
    
    Consumer and
Corporate Affairs Canada
    
    Consommation at
Affaires commerciales Canada
 Certificate of Amendment
    
    Certificat de modificationCanada Business
    
    Loi régissant les
sociétésCorporations Act
    
    par actions de régime fédéral
  CROWNX INC.
    
    
    
    011266-6Name of Corporation - Dénomination de la société
    
    Number - NuméroI hereby certify that the Articles
of the above-mentioned Corporation
were amended
    
    
    
    Je certifie par les présentes que les
statuts de la société mentionnée ci-haut
ont été modifiés(a) under Section 13 of the
Canada Business Corporations
Act in accordance with the attached notice;
    
    o
    
    (a) en vertu de 1article 13 de la Loi régissant
les sociétés par actions de régime fédéral
conformément à 1avis ci-joint;(b) under Section 27 of the
Canada Business Corporations
Act as set out in the attached Articles
of Amendment designating a series of shares;
    
    o
    
    (b) en vertu de 1article 27 de la
Loi régissant les sociétés par actions
de régime fédéral tel quindiqué dans
les clauses modificatrices ci-jointes désignant
une série dactions;(c) under Section 177 of the
Canada Business Corporations
Act as set out in the attached Articles
of Amendment;
    
    þ
    
    (c) en vertu de 1article 177 de la
Loi régissant les sociétés par actions
de régime fédéral tel quindiqué dans
les clauses modificatrices ci-jointes;(d) under Section 191 of the
Canada Business Corporations
Act as set out in the attached
Articles of Reorganization;
    
    o
    
    (d) en vertu de 1article 191 de la Loi
régissant les sociétés par actions de
régime fédéral tel quindiqué
dans les clauses de réorganisation
ci-jointes;(e) under Section 192 of the Canada
Business Corporations Act as set out
in the attached Articles of Arrangement.
    
    o
    
    (e) en vertu de 1article 192 de la Loi
régissant les sociétés par actions de régime
fédéral tel quindiqué dans les clauses
darrangement ci-jointes.
 Le directeur
    
    May 10, 1993/le 10 mai 1993-s-Director
    
    Date of Amendment - Date de la modification
 (CANADA LOGO)




---



##### 



FORM 4
    
    FORMULE 4Canada Business
    
    Loi régissant les sociétés
    
    ARTICLES OF AMENDMENT
    
    CLAUSES MODIFICATRICESCorporations Act
    
    par actions de régime fédéral
    
    (SECTION 27 OR 177)
    
    (ARTICLE 27 OU 177)
 1
 Name of corporation  Dénomination de la société
    
    
    2  Corporation
No. No de la sociétéCROWNX INC.
    
    
    11266-6
 3
 The articles of the above-named corporation are amended as follows:
    
    Les statuts de la
société ci-haut mentionnée sont modifiés de la façon suivante:
 to change the place in Canada where the registered office of the Corporation is to be situate from the Municipality of Metropolitan Toronto, in the Province of

Ontario, to the Regional Municipality of York, in the Province of Ontario. Date
    
    
    Signature
    
    
    Description of Office  Description du posteMay 5, 1993
    
    
    -s-
    
    
    Assistant SecretaryFOR DEPARTMENTAL USE ONLY  
À
LUSAGE DU MINISTÈRESEULEMENTFileddéposéeMAY/MAI 31 1993




---



##### 



(CANADIAN FLAG)
    
    Industry Canada
    
    Industrie Canada
 Certificate
    
    Certificatof Amendment
    
    de modificationCanada Business
    
    Loi canadienne surCorporations Act
    
    les sociétés par actions
  Extendicare Inc.
    
    
    
    011266-6Name of corporation-Dénomination de la société
    
    
    
    Corporation number-Numéro de la sociétéI
hereby certify that the articles of the above-named corporation were amended
    
    
    
    Je certifie que les statuts de la société
susmentionnée ont été modifiés :(a) under section 13 of the Canada Business
Corporations Actin accordance with the attached
notice;
    
    o
    
    a) en vertu de 1article 13 de la Loi canadienne sur
les sociétés par actions, conformément à
1avis ci-joint;(b) under section 27 of the Canada Business
Corporations Actas set out in the attached articles
of amendment designating a series of shares;
    
    o
    
    b) en vertu de 1article 27 de la Loi canadienne sur les sociétés par actions,tel quil est
indiqué dans les clauses modificatrices ci-jointes désignant une série dactions;(c) under section 179 of the Canada Business Corporations
Actas set out in the attached articles of amendment;
    
    þ
    
    c) en vertu de 1article 179
de la Loi canadienne sur
les sociétés par actions, tel quil est
indiqué dans les clauses modificatrices ci-jointes;(d) under section 191 of the
Canada Business Corporations Act as set out in the attached articles of reorganization;
    
    o
    
    d) en vertu de 1article 191 de la Loi
canadienne sur les sociétés par actions,tel
quil est indiqué dans les clauses de réorganisation ci-jointes;(e) under section 192 of the
Canada Business Corporations Act as set out in the attached articles of
arrangement.
    
    o
    
    e) en vertu de 1article 192
de la Loi
canadienne sur les sociétés par actions, tel
quil est indiqué dans les clauses
darrangement ci-jointes.
 -s-
    
    November 9, 1994/le 9
novembre 1994Director-Directeur
    
    Date of Amendment - Date de modification
 (CANADA LOGO)




---



##### 



(CANADIAN FLAG)
    
    Consumer and
Corporate Affairs Canada
    
    Consommation at
Affaires commerciales Canada
 FORM 4
    
    FORMULE 4Canada Business
    
    Loi régissant les sociétés
    
    ARTICLES OF AMENDMENT
    
    CLAUSES MODIFICATRICESCorporations Act
    
    per actions de régime fedéral
    
    (SECTION 27 OR 177)
    
    (ARTICLE 27 OU 177)
 1
 Name of corporation  Dénomination de la société
    
    
    2  Corporation No. 
No de la sociétéCROWNX INC.
    
    
    011266-6
 3
 The articles of the above-named corporation are amended as follows:
    
    Les statuts de la
société mentionnée ci-dessus sont modifiés de la
façon suivante:
 To change the name of the Corporation to Extendicare Inc. Date
    
    
    Signature
    
    
    Title Titre-s- Barry L. Stephens8 November 1994
    
    
    Barry L. Stephens
    
    
    SECRETARYFOR DEPARTMENTAL USE ONLY  
À LUSAGE DU MINISTÈRE SEULEMENTFiled-Déposée




---



##### 



(LOGO)
    
    Industry Canada
    Industrie Canada
 Certificate
    
    Certificatof Amendment
    
    de modificationCanada Business
    
    Loi canadienne surCorporations Act
    
    les sociétés par actions
  Extendicare Inc.
    
    
    
    011266-6Name of corporation-Dénomination de la société
    
    
    
    Corporation number-Numéro de la sociétéI
hereby certify that the articles of the above-named corporation were amended
    
    
    

Je
certifie que les statuts de la société susmentionnée
ont été modifies :(a) under section 13 of the Canada Business
Corporations Actin accordance with the attached
notice;
    
    o
    
    a) en vertu de larticle 13 de la Loi canadienne sur
les sociétés par actions, conformément à
lavis ci-joint;(b) under section 27 of the Canada Business
Corporations Actas set out in the attached articles
of amendment designating a series of shares;
    
    o
    
    b) en vertu de 1article 27 de la Loi canadienne sur les sociétés par actions,tel quil est
indiqué dans les clauses modificatrices ci-jointes désignant une série
dactions;(c) under section 179 of the Canada Business Corporations
Actas set out in the attached articles of amendment;
    
    þ
    
    c) en vertu de 1article 179
de la Loi canadienne sur les sociétés par actions, tel quil est
indiqué dans les clauses modificatrices ci-jointes;(d) under section 191 of the
Canada Business Corporations
Act as set out in the attached articles of reorganization.
    
    o
    

d) en vertu de 1article 191 de la Loi
canadienne sur les sociétés par actions,tel
quil est indiqué dans les clauses de réorganisation
ci-jointes.
 (SIGNATURE)
    
    April 25, 1996/le 25 avril 1996Director-Directeur
    
    Date of Amendment-Date de modification
 (CANADA LOGO)




---



##### 



(CANADIAN FLAG)
    
    Consumer and
Corporation Affairs Canada
    
    Consommation
et Corporations Canada
 FORM 4
    
    FORMULE 4Canada Business
    
    Loi régissant ls sociétés
    
    ARTICLES OF AMENDMENT
    
    CLAUSES MODIFICATRICESCorporations Act
    
    par actions de régime fédéral
    
    (SECTION 27 OR 177)
    
    (ARTICLES 27 OU 177)
 1  Name of corporation  Denomination de la société
    
    
    2  Corporation No. 
No de la sociétéExtendicare Inc.
    
    
    011266-6
 3
The articles of the above-named corporation are amended as follows:
    
    Les statuts de la
société mentionnée ci-dessus  sont modifiés de la
façon suivante:
 The annexed Schedule 1 is incorporated in this form. Date
    
    
    Signature
    
    
    Title
Titre-s- Barry L. StephensApril 25, 1996
    
    
    Barry L. Stephens
    
    

SecretaryFOR DEPARTMENTAL USE ONLY  
À LUSAGE DU MINISTÈRE SEULEMENTFiled-DéposéeAPR/AVR 25 1996




---



##### 



Schedule 1 to the Articles of Amendment of
Extendicare Inc.  (a)
    by subdividing and changing each Common Share issued and outstanding on the
effective date of these articles of amendment into two Common Shares;(b)
    by redesignating the Non-voting Class A Shares, whether issued and
outstanding or unissued, as Subordinate Voting Shares;(c)
    by redesignating the Common Shares, whether issued and outstanding or
unissued, as Multiple Voting Shares; and(d)
    by amending the rights, privileges, restrictions and conditions attaching to
the Subordinate Voting Shares and the Multiple Voting Shares by deleting Articles 4
and 5 of the articles of the Corporation, as heretofore amended, and substituting
therefor Articles 4 and 5 as follows: Article 4  Subordinate Voting Shares The rights, privileges, restrictions and conditions attaching to the Subordinate Voting Shares
as a class are as follows: 4.1 Dividends on
Subordinate Voting Shares Subject to the prior rights of the holders of the Preferred Shares, the Class II Preferred Shares and the shares of any other class ranking senior to
the Subordinate Voting Shares and the Multiple Voting Shares, the holders of the Subordinate Voting Shares shall be entitled in any financial quarter to such dividends (if any) as the directors in
their discretion may declare; provided, however, that no such dividend on the Subordinate Voting Shares shall be declared in any financial quarter unless contemporaneously therewith the directors
shall declare a dividend, payable at the same time as such dividend on the Subordinate Voting Shares, on each Multiple Voting Share in an amount equal to the amount of the dividend payable at
that time on each Subordinate Voting Share less the amount (if any)
by which 2.5 cents multiplied by an amount equal to the number of prior financial quarters (if any) in the same financial year
plus one exceeds the dividends (if any) previously declared on each Subordinate Voting Share less the dividends (if any) previously declared on each Multiple Voting Share in such financial year. 4.2 Subdivision,
Consolidation, Reclassification or Change No subdivision,
consolidation, reclassification or other change of Subordinate Voting Shares or
Multiple Voting Shares shall be made unless such subdivision, consolidation, reclassification or
change is authorized by special resolutions of the holders of each of the Subordinate Voting
Shares and




---



##### 



- 2 - Multiple Voting Shares, voting separately as classes. 4.3 Voting The holders of Subordinate Voting Shares shall be entitled to 1 vote for each
Subordinate Voting Share held by them at all meetings of shareholders except meetings at which only
holders of another class or series of shares are entitled to vote. 4.4 Dissolution Subject to the prior rights of the holders of the Preferred Shares, the Class II Preferred Shares and the shares of any other class ranking senior to the Subordinate Voting Shares
and the Multiple Voting Shares, in the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for
the purpose of winding-up its affairs, the holders of the Subordinate Voting Shares and of the Multiple Voting Shares shall be entitled to receive the remaining assets of the Corporation and to
participate in any distribution in respect thereof, in equal amounts per share, without preference or distinction. Article 5  Multiple Voting Shares The rights, privileges, restrictions and conditions attaching to the Multiple Voting Shares as
a class are as follows: 5.1 Conversion Privilege
Subject to the provisions of this Article 5, the holder of any Multiple Voting Shares shall have the right, at the holders option, at any time to convert such Multiple
Voting Shares into fully paid and non-assessable Subordinate Voting Shares on the basis of 1 Subordinate Voting Share for each Multiple Voting Share. The conversion privilege of the holders
of Multiple Voting Shares shall be transferable only with such shares and shall be inseparable therefrom. 5.2 Manner of Exercise of
Conversion Privilege The conversion of 1 or more Multiple Voting Shares as permitted by section 5.1 may be effected by the surrender of the certificate or certificates
representing the same at any time during usual business hours at the option of the holder at any office of any transfer agent of the Corporation at which the Multiple Voting Shares are
transferable or, there being no such transfer agent, at the registered office of the Corporation accompanied by (i) payment or evidence satisfactory to the Corporation of payment of the tax (if
any) payable as provided in section 5.4 or evidence satisfactory to the Corporation that the Corporation has not and will not have any liability in respect of such tax and (ii) a written
instrument of surrender in form satisfactory to the Corporation duly executed by the registered holder or his attorney duly authorized in writing (with such execution guaranteed in such manner as
the directors may from time to time require), in which instrument such holder may also elect to convert part only of the Multiple Voting Shares represented by such certificate or certificates in




---



##### 



- 3 - which event the Corporation shall issue and deliver or cause to be delivered to such holder, at the expense of the Corporation, a new certificate representing the
Multiple Voting Shares represented by such certificate or certificates which have not been converted. As promptly as practical after the surrender, as herein provided, of
any Multiple Voting Shares for conversion, the Corporation shall issue and deliver or cause to be delivered, to or upon the written order of the holder of the Multiple
Voting Shares so surrendered, a certificate or certificates issued in the name of, or in such name Or names as may be directed by, such holder representing the number of
fully-paid and non-assessable Subordinate Voting Shares to which such holder is entitled. Such conversion shall be deemed to have been made at the close of business
on the date such Multiple Voting Shares shall have been surrendered for conversion, so that the rights of the holder of such Multiple Voting Shares as the holder thereof
shall cease at such time and the person or persons entitled to receive Subordinate Voting Shares upon such conversion shall be treated for all purposes as having become
the holder or holders of record of such Subordinate Voting Shares at such time. 5.3 No Adjustment for
Dividends The registered holder of any Multiple Voting Share on the record date for any dividend declared payable on such share shall be entitled to
such dividend notwithstanding that such share is converted after such record date and before the payment date of such dividend and the registered holder of any Subordinate
Voting Share resulting from any conversion shall be entitled to rank equally with the registered holders of all other Subordinate Voting Shares in respect of all dividends
declared payable to holders of Subordinate Voting Shares of record on any date after the date of conversion. Subject as aforesaid, upon the conversion of any Multiple
Voting Shares, the Corporation shall make no payment or adjustment on account of any dividends on the Multiple Voting Shares so converted or on account of any dividends on
the Subordinate Voting Shares issuable upon such conversion. 5.4 Taxes on Conversion
The issuance of certificates for Subordinate Voting Shares upon the conversion of Multiple Voting Shares will be made without charge to the
converting holders of Multiple Voting Shares for any fee or tax in respect of the issuance of such certificates or the Subordinate Voting Shares represented thereby;
provided, however, that the Corporation shall not be required to pay any tax which may be imposed upon the person or persons to whom such Subordinate Voting Shares are issued
in respect of the issuance of such Subordinate Voting Shares or the certificates therefor or which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificate in a name or names other than that of the holder of the Multiple Voting Shares converted, and the Corporation shall not be required to
issue or deliver such certificate unless the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have
established to the satisfaction of the




---



##### 



- 4 - Corporation that such tax has been paid or that the Corporation has not and will not have any liability in respect of such tax. 5.5 Adjustment of Stated
Capital Accounts All Multiple Voting Shares converted into Subordinate Voting Shares in accordance with the provisions of this Article 5 shall be cancelled and on each
such conversion the stated capital account maintained for the Multiple Voting Shares shall be reduced and the stated capital account maintained for the Subordinate Voting Shares shall be
increased by an amount equal to the result obtained by multiplying the stated capital of the Multiple Voting Shares by the number of Multiple Voting Shares so converted divided by the number
of Multiple Voting Shares outstanding immediately before such conversion. 5.6 Subdivision, Consolidation, Reclassification or Change No subdivision, consolidation, reclassification or other change of Subordinate Voting Shares or Multiple Voting Shares shall be
made unless such subdivision, consolidation, reclassification or change is authorized by special resolutions of the holders of each of the Subordinate Voting Shares and Multiple Voting Shares,
voting separately as classes. 5.7 Dividends on Multiple
Voting Shares Subject to the prior rights of the holders
of the Preferred Shares, the Class II Preferred Shares and the shares of any other class ranking senior to
the Subordinate Voting Shares and the Multiple Voting Shares, the holders of Multiple Voting Shares shall be entitled in any financial quarter to such dividends (if any) as the directors in their
discretion may declare; provided, however, that no such dividend on the Multiple Voting Shares shall be declared in any financial quarter unless contemporaneously therewith the directors shall
declare a dividend, payable at the same time as such dividend payable on the Multiple Voting Shares, on each Subordinate Voting Share in an amount equal to the amount of the dividend payable
at that time on each Multiple Voting Share plus the amount (if any) by which 2.5 cents multiplied by an amount equal to the number of prior financial quarters (if any) in the same financial year
plus one exceeds the dividends (if any) previously declared on each Subordinate Voting Share less the dividends (if any) previously declared on each Multiple Voting Share in such financial year. 5.8 Voting The holders of Multiple Voting Shares shall be entitled to 10 votes for each Multiple
Voting Share held by them at all meetings of shareholders except meetings at which only holders of
another class or series of shares are entitled to vote. 5.9 Dissolution Subject to the prior rights of the holders of the Preferred Shares, the Class II
Preferred Shares and the shares of any other class ranking senior to the Subordinate Voting Shares
and the Multiple Voting Shares, in the event of the liquidation, dissolution or winding-up of the
Corporation or




---



##### 



- 5 - any other distribution of the assets of the Corporation among its shareholders
for the purpose of winding-up its affairs, the holders of the Subordinate Voting
Shares and of the Multiple Voting Shares shall be entitled to receive the remaining
assets of the Corporation and to participate in any distribution in respect thereof,
in equal amounts per share, without preference or distinction.




---



##### 



(LOGO) Industry Canada
    
    
    
    Industrie Canada
 Certificate
    
    
    
    Certificatof Amendment
    
    
    
    de modificationCanada Business
    
    
    
    Loi canadienne surCorporations Act
    
    
    
    les sociétés par actions
  Extendicare Inc.
    
    
    
    
    
    011266-6Name of corporation-Dénomination de la société
    
    
    
    Corporation number-Numéro de la sociétéI hereby certify that the articles of the
above-named corporation were amended:
    
    
    Je certifie que les statuts de la société
susmentionnée ont été modifiés:a)
    
    under section 13 of the Canada
Business Corporations Actin
accordance with the attached notice;
    
    o
    
    a)
    
    en vertu de
Iarticle 13 de la Loi
canadienne sur les sociétés par
actions,conformément à lavis ci-joint;b)
    
    under section 27 of the Canada
Business Corporations Actas set out in
the attached articles of amendment
designating a series of shares;
    
    o
    
    b)
    
    en vertu de Iarticle 27 de la Loi
canadienne sur les sociétés par
actions,tel quil est indiqué dans les
clauses modificatrices ci-jointes
désignant une série dactions;c)
    
    under section 179 of the Canada
Business Corporations Actas set out in
the attached articles of amendment;
    
    þ
    
    c)
    
    en vertu de larticle 179 de la Loi
canadienne sur les sociétés par
actions,tel quil est indiqué dans les
clauses modificatrices ci-jointes;d)
    
    under section 191 of the Canada
Business Corporations Actas set out in
the attached articles of reorganization;
    
    o
    
    d)
    
    en vertu de larticle 191 de la Loi
canadienne sur les sociétés par
actions,tel quil est indiqué dans les
clauses de réorganisation ci-jointes;(SIGNATURE)
    
    June 4,
2001 / le 4 juin 2001Director - Directeur
    
    Date of Amendment - Date de modification
 (CANADA LOGO)




---



##### 



(CANADIAN FLAG)
    
    Industry Canada
    
    Industrie Canada
    
    FORM 4
    
    FORMULE 4ARTICLES OF AMENDMENT
    
    CLAUSES MODIFICATRICESCanada Business
    
    Loi canadienne sur
    
    (SECTION 27 OR 177)
    
    (ARTICLES 27 OU 177)Corporations Act
    
    les sociétés par actions
 1
    
    -
    
    Name of corporation - Dénomination de la société
    
    
    
    
    
    2
    
    -
    
    Corporation No. - N° de la sociétéEXTENDICARE INC.
    
    
    
    
    
    
    
    
    
    0112666
 3  -
    The articles of the above-named corporation are amended as follows:
    
    Les statutes de la
société mentionnée ci-dessus sont modifiés de la
façon
suivante:
 (i) to add the following to article 5 of the certificate of continuance of the
Corporation: The board of directors of the Corporation may appoint one or more
directors, who shall hold office for a term expiring not later than the
close of the next annual meeting of shareholders, provided that the total
number of directors so appointed may not exceed one-third of the number of
directors of the Corporation elected at the previous annual meeting of
shareholders. (ii) to remove the following from article 8 of the certificate of
continuance of the Corporation: The directors of the Corporation may without authorization of the shareholders:  (a)
    borrow money upon the credit of the Corporation;(b)
    issue, reissue, sell or pledge debt obligations (including bonds, debentures, notes or any other evidence of indebtedness or guarantee, whether secured or unsecured) of the Corporation;
and(c)
    mortgage, hypothecate, pledge or otherwise create a security interest in all or any owned or subsequently
acquired real or personal, movable or immovable, property of the Corporation, including, without
limitation, book debts, rights, powers, franchises and undertakings, to secure any debt obligations
(including bonds, debentures, notes or any other evidence of indebtedness or guarantee) of the
Corporation. The board may from time to time delegate to such one or more of the directors
and officers of the Corporation as may be designated by the board all or any of
the powers conferred on the board above to such extent and in such manner as the
board shall determine at the time of each such delegation. DateMay 29, 2001
    
    

Signature-s-
    
    
    Title - TitreCorporate SecretaryFOR DEPARTMENTAL USE ONLY - À
LUSAGE DU MINISTÈRE SEULEMENTFiled
- Déposée      JUN/JUIN - 4 2001
 (CANADA LOGO)