<PAGE>
                                                                   Exhibit 1.1 h

[CANADA LETTERHEAD]

CERTIFICATE                                             CERTIFICAT
OF AMENDMENT                                            DE MODIFICATION

CANADA BUSINESS                                         LOI CANADIENNE SUR
CORPORATIONS ACT                                        LES SOCIETES PAR ACTIONS

HOLLINGER INC.                                          197578-1

<TABLE>
<S>                                                  <C>        <C>
Name of corporation-Denomination de la societe                  Corporation number-Numero de la societe

I hereby certify that the articles of the                       Je certifie que les statuts de la societe
above-named corporation were amended                            susmentionnde ont 6te modifies :

(a) under section 13 of the Canada                   [ ]        a) en vertu de 1'article 13 de la Loi
Business Corporations Act in accordance                         canadienne sur les societes par
with the attached notice;                                       actions, conformement a 1'avis ci-joint;

(b) under section 27 of the Canada                   [X]        b) en vertu de 1'article 27 de la Loi
Business Corporations Act as set out in the                     canadienne sur les societes par
attached articles of amendment designating                      actions, tel qu'il est indique dans les
a series of shares;                                             clauses modificatrices ci-jointes
                                                                designant une serie d'actions;

(c) under section 179 of the Canada                  [X]        c) en vertu de 1'article 179 de la Loi
Business Corporations Act as set out in the                     canadienne sur les societes par
attached articles of amendment;                                 actions, tel qu'il est indique dans les
                                                                clauses modificatrices ci-jointes;

(d) under section 191 of the Canada                  [ ]        d) en vertu de 1'article 191 de la Loi
Business Corporations Act as set out in the                     canadienne sur les societes par
attached articles of reorganization.                            actions, tel qu'il est indique dans les
                                                                clauses de reorganisation ci-jointes.
</TABLE>

                                        APRIL 28,1999 / LE 28 AVRIL 1999

Director - Directeur                    Date of Amendment - Date de modification


<PAGE>

[CANADA LETTERHEAD]

                                     FORM 4
                             ARTICLES OF AMENDMENT
                              (SECTION 27 OR 177)

1 - Name of corporation                                      2 - Corporation No.

    HOLLINGER INC.                                               197578-1

3 - The articles of the above-named corporation are amended as follows:

                  The certificate and articles of the Corporation are amended to
create the third series of Preference Shares, unlimited in number, to be
designated Series III Retractable Non-Voting Preference Shares, and to have
attached thereto the rights, privileges, restrictions and conditions set forth
in annexed Schedule A.

                         Signature           Title

April 26, 1999                                Vice-President & Secretary

                                              FOR DEPARTMENTAL USE ONLY
                                              Filed

<PAGE>

                                   SCHEDULE A

                            NUMBER AND DESIGNATION OF
                      AND RIGHTS, PRIVILEGES, RESTRICTIONS
                           AND CONDITIONS ATTACHING TO
                        THE SERIES III PREFERENCE SHARES

                  The series of Preference Shares of the Corporation shall
consist of an unlimited number of Preference Shares which shall be designated as
Retractable Non-Voting Preference Shares Series III (hereinafter referred to as
the "Series III Preference Shares") and which, in addition to the rights,
privileges, restrictions and conditions attached to the Preference Shares as a
class, shall have attached thereto the following rights, privileges,
restrictions and conditions:

1.                INTERPRETATION

1.1.              DEFINITIONS

                  For the purpose hereof:

         (a)      "Act" means the Canada Business Corporations Act, as amended,
                  re-enacted or replaced from time to time;

         (b)      "Benchmark Price" on any Retraction Date means an amount equal
                  to $10 multiplied by the quotient obtained when (i) the simple
                  average of the End-of-Day Price for each of the 20 business
                  days preceding that Retraction Date of the Two Series of
                  Government of Canada Bonds is divided by (ii) the simple
                  average of the End-of-Day Price for each of the 20 business
                  days preceding April 30, 1999 of the Two Series of Government
                  of Canada Bonds;

         (c)      "Board" means the board of directors of the Corporation or the
                  Executive Committee thereof;

         (d)      "Business Day" means a day other than Saturday, Sunday or any.
                  other day that is treated as a statutory holiday in the
                  jurisdiction in which the Corporation's registered office is
                  located;

         (e)      "End-of-Day Price" means the bid-side price for each of the
                  Two Series of Government of Canada Bonds as published in the
                  National Post; provided that in the event that the National
                  Post newspaper fails to provide a published quote for a bond
                  on a date during the relevant 20 business day period, then the
                  bid.-side price for such bond on such day shall be obtained
                  from a major Canadian investment dealer chosen by the
                  Corporation;

         (f)      "junior share" means a share of the Corporation ranking junior
                  to the Series III Preference 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

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                                      - 2 -

                  Corporation, whether voluntary or involuntary, or in the event
                  of any other distribution of assets of the Corporation among
                  its shareholders for the purpose of winding up its affairs;

         (g)      "Mandatory Redemption Date" has the meaning set out in section
                  3.2;

         (h)      "Optional Redemption Date" has the meaning set out in section
                  3.1;

         (i)      "ranking as to capital" means ranking with respect to the
                  distribution of assets in the event of a liquidation,
                  dissolution or winding-up of the Corporation, whether
                  voluntary or involuntary, or in the event of any other
                  distribution of assets of the Corporation among its
                  shareholders for the purpose of winding up its affairs;

         (j)      "Retraction Date" means any Business Day on which the
                  documents specified in section 4.1 are duly tendered by a
                  holder of Series III Preference Shares in respect of the
                  exercise of his or her retraction right pursuant to Article 4;

         (k)      "Retraction Notice" has the meaning set out in section 4.1;
                  and

         (1)      "Retraction Price" of the Series III Preference Shares means:

                  (i)      on or before April 30, 2003, 92 1/2% of the Benchmark
                           Price on the Retraction Date plus any accrued and
                           unpaid dividends on the Series III Preference Shares
                           up to and including the Retraction Date;

                  (ii)     after April 30, 2003, $9.50 plus accrued and unpaid
                           dividends on the Series III Preference Shares up to
                           and including the Retraction Date; and

         (m)      "Two Series of Government of Canada Bonds" means the 7 1/2%
                  series of Government of Canada bonds due on December 1, 2003
                  and the 6 1/2% series of Government of Canada bonds due on
                  June 1, 2004.

1.2.              DATES

                  In the event that any date on which any dividend on the Series
III Preference Shares is payable by the Corporation, or on or by which any other
action is required to be taken by the Corporation or the holders of Series III
Preference Shares 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.

1.3.              CURRENCY

                  All cash amounts paid by the Corporation in respect of the
Series III Preference Shares shall be made in Canadian dollars and all
references herein to monetary amounts shall be construed accordingly.

<PAGE>

                                      - 3 -

2.                DIVIDENDS

2.1.              PAYMENT OF DIVIDENDS

                  The holders of the Series III Preference Shares shall be
entitled to receive, and the Corporation shall pay thereon, as and when declared
by the Board, subject to the insolvency provisions of applicable law, an annual
cumulative preferential cash dividend in lawful money of Canada of $0.70 per
share payable quarterly in four equal amounts of $0.175 on each third month
anniversary of May 6, 1999.

2.2.              METHOD OF PAYMENT

         (a)      Cheques payable in lawful money of Canada at any branch in
                  Canada of the Corporation's bankers shall be issued in respect
                  of any cash dividends or distributions on the Series III
                  Preference Shares (less any tax required to be withheld by the
                  Corporation). The mailing, by prepaid first class mail, of
                  such a cheque to a holder of Series III Preference 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 six years from the
                  date on which they were declared to be payable shall be
                  forfeited to the Corporation.

         (b)      Notwithstanding anything to the contrary herein the
                  Corporation shall pay to any shareholder whose latest address
                  as shown on the books of the Corporation is not in Canada all
                  dividends in United States dollars unless any such shareholder
                  requests payment in Canadian dollars. Any such payment in
                  United States dollars shall be in an amount equivalent to the
                  amount otherwise payable in Canadian dollars converted to
                  United States dollars at the Bank of Canada noon rate of
                  exchange on the applicable dividend record date.

2.3.              PARTIAL PAYMENT

                  If on any payment date for any dividends or distributions
declared on the Series III Preference Shares under section 2.1 hereof the
dividends or distributions are not paid in full on all of the Series III
Preference Shares then outstanding, any such dividends or distributions that
remain unpaid shall be paid on a subsequent date or dates determined by the
Board on which the Corporation shall have sufficient money or other assets
properly applicable to the payment of such dividends or distributions.

<PAGE>

                                      - 4 -

3.                REDEMPTION

3.1.              OPTIONAL REDEMPTION AFTER APRIL 30,2002

                  After April 30, 2002, subject to the provisions of the Act,
this Article 3 and to the rights, privileges, restrictions and conditions
attaching to any shares of the Corporation ranking prior to the Series III
Preference Shares, the Corporation may, upon giving notice as hereinafter
provided, redeem all or any part of the then outstanding Series III Preference
Shares on payment for each share to be redeemed of $10.00 together with an
amount equal to all dividends accrued and unpaid thereon up to and including the
redemption date (the "Optional Redemption Date") (the whole of such payment
constituting and being herein referred to as the "Redemption Price"). In the
case of a redemption of less than all of the Series III Preference Shares
pursuant to this section 3.1 the Corporation shall redeem as nearly as
practicable the same portion of Series III Preference Shares held by each
holder.

                  In case of a redemption of Series III Preference Shares
pursuant to this section 3.1, at least three Business Days prior to the Optional
Redemption Date the Corporation shall issue a press release and not less than 30
days and not more than 60 days prior to the Optional Redemption Date, the
Corporation shall send by prepaid first class mail or deliver a notice in
writing to each person who at the date of mailing or delivery is a holder of
Series III Preference Shares each of which shall state that the Corporation
intends to redeem Series III Preference Shares pursuant to this section 3.1 and
set out the Redemption Price and Optional Redemption Date. Such notice shall be
mailed or delivered to each holder of Series III Preference Shares to be
redeemed at the last address of such holder as it appears on the securities
register of the Corporation, or in the event of the address of any such holder
not so appearing, then to the last address of such holder known to the
Corporation. Accidental failure or omission to give such notice to one or more
holders shall not affect the validity of such redemption, but if such failure or
omission is discovered notice as aforesaid shall be given forthwith to such
holder or holders and shall have the same force and effect as if given in due
time. The press release shall also set out the portion of Series III Preference
Shares to be redeemed and the notice shall also set out the number of Series III
Preference Shares held by the person to whom it is addressed which are to be
redeemed and the place or places in Canada at which holders of Series III
Preference Shares may present and surrender the certificate or certificates
representing such shares for redemption.

                  In case of redemption of Series III Preference Shares
pursuant to this section 3.1 the Corporation shall pay or cause to be paid to or
to the order of the holders of the Series III Preference 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 in Canada
specified in the notice of redemption, of the certificate or certificates
representing the Series III Preference Shares called for redemption. Payment in
respect of Series III Preference Shares being redeemed shall be made by cheque
payable to the respective holders thereof in lawful money of Canada at an}'
branch in Canada of the Corporation's bankers. If a part only of the Series III
Preference Shares represented by any certificate shall be redeemed, a new
certificate

<PAGE>

                                      - 5 -

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.

                  The Corporation shall have the right, at any time after the
mailing or delivery of notice of its intention to redeem Series III Preference
Shares, to deposit the Redemption Price of the Series III Preference Shares so
called for redemption, or of such of the Series III Preference 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, in a
separate account in any chartered bank or trust company in Canada named in the
redemption notice or in a subsequent notice in writing to the holders of the
Series III Preference Shares in respect of which the deposit is made, to be paid
without interest to or to the order of the respective holders of the Series III
Preference 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 Optional Redemption Date, whichever is the later,
the Series III Preference 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, the Redemption Price of their
respective Series III Preference Shares being redeemed upon presentation and
surrender of the certificate or certificates representing such shares. Any
interest allowed on any such deposit shall belong to the Corporation.

3.2.              MANDATORY REDEMPTION ON APRIL 30,2004

                  On April 30, 2004 (the "Mandatory Redemption Date"), subject
to the provisions of the Act, this Article 3 and to the rights, privileges,
restrictions and conditions attaching to any shares of the Corporation ranking
prior to the Series III Preference Shares, the Corporation shall redeem all of
the then outstanding Series III Preference Shares on payment for each share to
be redeemed of $10.00 together with an amount equal to all dividends accrued and
unpaid thereon up to and including the Mandatory Redemption Date (the whole of
such payment constituting and being herein referred to as the "Redemption
Price").

                  In case of a redemption of Series III Preference Shares
pursuant to this section 3.2, on or before the Mandatory Redemption Date the
Corporation shall not less than 30 days and not more than 60 days prior to the
Mandatory Redemption Date send by prepaid first class mail or deliver a notice
to each person who at the date of mailing or delivery is a holder of Series III
Preference Shares each of which shall state that the Corporation shall redeem
Series III Preference Shares pursuant to this section 3.2 and set out the
Redemption Price and Mandatory Redemption Date. Such notice shall be mailed or
delivered to each holder of Series III Preference Shares to be redeemed at the
last address of such holder as it appears on the securities register of the
Corporation, or in the event of the address of any such holder not so appearing,
then to the last address of such holder known to the Corporation. Accidental
failure or omission to give such notice to one or more holders shall not affect
the validity of such redemption, but if such failure or omission is discovered
notice as aforesaid shall be given forthwith to such holder or holders and shall
have the same force and effect as if given in due time. The notice shall set

<PAGE>

                                      - 6 -

out the place or places in Canada at which holders of Series III Preference
Shares must present and surrender the certificate or certificates representing
such shares for redemption.

                  In case of a redemption of Series III Preference Shares
pursuant to this section 3.2, the Corporation shall pay or cause to be paid to
or to the order of the holders of the Series III Preference 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 in Canada
specified in the notice of redemption, of the certificate or certificates
representing the Series III Preference Shares called for redemption. Payment in
respect of Series III Preference Shares being redeemed shall be made by cheque
payable to the respective holders thereof in lawful money of Canada at any
branch in Canada of the Corporation's bankers.

                  The Corporation shall have the right to deposit the
Redemption Price of the Series III Preference Shares so called for redemption,
or of such of the Series III Preference 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, in a separate account in
any chartered bank or trust company in Canada named in the redemption notice or
in a subsequent notice in writing to the holders of the Series III Preference
Shares in respect of which the deposit is made, to be paid without interest to
or to the order of the respective holders of the Series III Preference 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 Mandatory Redemption Date, whichever is the later, the Series
III Preference 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, the Redemption Price of their respective
Series III Preference Shares being redeemed upon presentation and surrender of
the certificate or certificates representing such shares. Any interest allowed
on any such deposit shall belong to the Corporation.

3.3.              CESSATION OF RIGHTS

                  Series III Preference Shares redeemed pursuant to this
Article 3 shall cease to be entitled to dividends or any other participation in
any distribution of 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 the payment to be made on redemption shall not be made as
required in which case the rights of the holders shall remain unaffected.
Redemption moneys which are represented by a cheque which has not been presented
to the Corporation's bankers for payment or that otherwise remain unclaimed
(including moneys held on deposit in a separate account as provided for above)
for a period of six years from the date specified for redemption shall be
forfeited to the Corporation.

<PAGE>

                                       -7-

4.                RETRACTION RIGHTS

4.1.              RIGHT OF RETRACTION

                  At any time, a holder of Series III Preference Shares shall be
entitled, subject to the provisions of the Act and in the manner hereinafter
provided, to require the Corporation to redeem all or any of the Series III
Preference Shares registered in the name of such holder on payment for each
share to be redeemed of the Retraction Price.

                  The Corporation shall pay or cause to be paid to or to the
order of the holders of the Series III Preference Shares to be redeemed the
Retraction Price of such shares on presentation and surrender, at the registered
office of the Corporation or any other place or places in Canada specified in
the notice of redemption, of the certificate or certificates representing the
Series III Preference Shares called for redemption. Payment in respect of Series
III Preference Shares being redeemed shall be made by cheque payable to the
respective holders thereof in lawful money of Canada at any branch in Canada of
the Corporation's bankers. If a part only of the Series III Preference 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.

                  Series III Preference Shares may be retracted only by the
registered holder thereof presenting and surrendering to the Corporation, at any
place where the Series III Preference Shares may be transferred or at such other
place or places as shall be specified in writing by the Corporation to the
holders of the Series III Preference Shares from time to time, the share
certificate or certificates representing the Series III Preference Shares to be
redeemed, duly completed and endorsed in the manner prescribed thereon, together
with a request in writing in such form as may be acceptable to the Corporation
(in this section 4.1, the "Retraction Notice") from such holder specifying the
number of Series III Preference Shares to be redeemed by the Corporation.

4.2.              ELECTION IRREVOCABLE

                  Subject to paragraph 4.4 hereof, the election by a registered
holder of Series III Preference Shares to surrender any Series III Preference
Shares for retraction shall be irrevocable upon receipt by the Corporation at
its registered office of the Retraction Notice and the certificate or
certificates representing the Series III Preference Shares to be redeemed;
provided that the Corporation may, in its unfettered discretion, permit
withdrawal of any such election at any time prior to payment for the Series III
Preference Shares to be redeemed.

4.3.              RETRACTION LIMITATION

         (a)      If the redemption by the Corporation of all Series III
                  Preference Shares surrendered for retraction on a Retraction
                  Date would be contrary to applicable law, the Corporation
                  shall redeem only the maximum number of Series III Preference
                  Shares which it is then permitted to redeem selected pro rata

<PAGE>

                                      - 8 -

                  (disregarding fractions of shares) from the Series III
                  Preference Shares surrendered for retraction according to the
                  number of Series III Preference Shares surrendered for
                  retraction by each holder thereof. Thereupon, each such holder
                  shall be entitled, by notice to the Corporation to withdraw
                  all or part only of the Series III Preference Shares
                  surrendered by such holder for retraction on such Retraction
                  Date which have not been redeemed by the Corporation and the
                  Corporation shall, at its expense, issue and deliver to each
                  holder who exercises such right of withdrawal a new share
                  certificate representing the Series III Preference Shares so
                  withdrawn. Thereafter, the Corporation shall redeem on a date
                  or dates determined by the Board on which the Corporation
                  shall have sufficient assets to permit such redemption, the
                  maximum number of Series III Preference Shares as have been
                  surrendered for retraction and not withdrawn or redeemed which
                  the Corporation determines it is then permitted to redeem,
                  selected pro rata (disregarding fractions of shares) from such
                  Series III Preference Shares according to the number of such
                  Series III Preference Shares then held by each holder thereof
                  and so on until all such Series III Preference Shares have
                  been redeemed.

         (b)      If the Board has acted in good faith in making any of the
                  determinations referred to in paragraph 4.3(a) hereof, the
                  Board and the Corporation shall have no liability if such
                  determination proves to be inaccurate.

         (c)      If the Corporation does not redeem all Series III Preference
                  Shares surrendered for retraction on a Retraction Date the
                  Corporation shall forthwith after such date notify each holder
                  whose Series III Preference Shares have not been redeemed on
                  such date of such holder's right to. withdraw the Series III
                  Preference Shares surrendered and not redeemed by the
                  Corporation.

4.4.              CESSATION OF RIGHTS

                  Series III Preference Shares redeemed pursuant to this Article
4 shall cease to be entitled to dividends or any other participation in any
distribution of 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 the payment to be made on redemption shall not be made as
required in which case the rights of the holders shall remain unaffected.
Redemption moneys which are represented by a cheque which has not been presented
to the Corporation's bankers for payment or that otherwise remain unclaimed
(including moneys held on deposit in a separate account as provided for above)
for a period of six years from the date specified for redemption shall be
forfeited to the Corporation.

5.                VOTING RIGHTS

5.1.              Except as herein referred to or as required by law, the
holders of the Series III Preference Shares as a series shall not be entitled as
such to receive notice of, to attend or to vote at

<PAGE>

                                       - 9 -

any meeting of the shareholders of the Corporation unless and until the
Corporation at any time or from time to time has failed to pay in full eight
dividends payable on the dividend payment dates on the Series III Preference
shares as contemplated by Article 2, whether or not such eight dividend payment
dates are consecutive and whether or not such dividends have been declared and
whether or not there are any monies of the Corporation properly applicable to
the payment of dividends. Thereafter, but only so long as any dividends on the
Series III Preference Shares remain in arrears, the holders of the Series III
Preference Shares shall be entitled to receive notice of, to attend and to vote
at all meetings of shareholders of the Corporation, other than any meetings of
the holders of any other class or series of shares of the Corporation held
separately as a class or series, on the basis of one vote for each Series III
Preference Share held for the election of two directors to the board of
directors of the Corporation in conjunction with the holders of any other series
of preference shares which have a similar right.

6.                PURCHASE FOR CANCELLATION

                  Subject to the provisions of Article 7 and to the rights,
privileges, restrictions and conditions attaching to any shares of the
Corporation ranking prior to the Series III Preference Shares, the Corporation
may purchase for cancellation at any time all or from time to time any part of
the outstanding Series III Preference Shares in the open market (including,
without limitation, purchase through or from an investment dealer or firm
holding membership or trading privileges on a stock exchange or which the Series
III Preference Shares are listed for trading) by invitation for tenders
addressed to all the holders of Series III Preference Shares then outstanding or
by private agreement. If, in response to an invitation for tenders under the
provisions of this Article 6, more Series III Preference Shares are tendered at
a price or prices acceptable to the Corporation than the Corporation is prepared
to purchase, then the Series III Preference 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.

7.                RESTRICTIONS ON DIVIDENDS AND RETIREMENT OF SHARES

7.1.              So long as any of the Series III Preference Shares are
outstanding, the Corporation shall not, without the approval of the holders of
the Series III Preference Shares given as hereinafter specified:

         7.1.1.   declare, pay or set apart for payment any dividends on any
         junior shares (other than dividends payable in shares of the
         Corporation ranking as to capital and dividends junior to the Series
         III Preference Shares);

         7.1.2.   call for redemption, redeem, purchase or otherwise pay off or
         retire for value, or make any capital distributions in respect of, any
         junior shares except in connection with the

<PAGE>

                                     - 10 -

         procurement thereof pursuant to a retraction privilege attaching
         thereto or a redemption right exercisable upon a retraction;

         7.1.3.   except in connection with the redemption of Series III
         Preference Shares pursuant to Articles 3 or 4, call for redemption,
         redeem, purchase or otherwise pay off or retire for value, or make any
         capital distribution in respect of, less than all of the Series III
         Preference Shares;

         7.1.4.   call for redemption, redeem, purchase or otherwise pay off or
         retire for value, or make any capital distribution in respect of, any
         shares ranking as to capital or dividends on a parity with the Series
         III Preference Shares except hi connection with the retirement thereof
         pursuant to a retraction privilege attaching thereto or a redemption
         right exercisable upon a retraction; or

         7.1.5.   issue any shares ranking as to capital or dividends prior to
         or on a parity with the Series III Preference Shares;

unless, in each such case, (i) all dividends on the Series III Preference Shares
then outstanding and on all other shares of the Corporation ranking as to
dividends prior to or on a parity with the Series III Preference Shares which
have accrued up to and including the dividends payable on the immediately
preceding respective date or dates for the payment of dividends thereon shall
have been declared and paid or set apart for payment, (ii) the Corporation shall
have redeemed all of the Series III Preference Shares tendered for redemption
pursuant to Article 4, and (iii) the Corporation is not otherwise in default
under the rights, privileges, restrictions and conditions attached to the Series
III Preference Shares or any other shares of the Corporation ranking as to
dividends or as to capital prior to or on a parity with the Series III
Preference Shares.

8.                LIQUIDATION, DISSOLUTION OR WINDING-UP

8.1.              In the event of the liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Corporation among its shareholders for the purpose
of winding up its affairs, the holders of the Series III Preference Shares shall
be entitled to receive from the assets of the Corporation a sum equal to $10.00
for each Series III Preference Share held by them respectively, plus an amount
equal to all dividends accrued and unpaid thereon up to the date of payment.

8.2.              The whole of such amounts shall be paid before any amount
shall be paid by the Corporation or any assets of the Corporation shall be
distributed to holders of shares of any class of the Corporation ranking as to
capital junior to the Series III Preference Shares. After payment to the holders
of the Series III Preference 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.

<PAGE>

                                     - 11 -

9.                AMENDMENT

9.1.              The rights, privileges, restrictions and conditions attached
to the Series III Preference Shares may be added to, changed or removed by
Articles of Amendment, but only with the approval of the holders of the Series
III Preference Shares given as hereinafter specified in addition to any vote or
authorization required by law.

10.               APPROVAL OF HOLDERS OF THE SERIES III PREFERENCE SHARES

10.1.             The approval of the holders of the Series III Preference
Shares to add to, change or remove any right, privilege, restriction or
condition attaching to the Series III Preference Shares as a series or in
respect of any other matter requiring the consent of the holders of the Series
III Preference 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 the Series III Preference Shares or passed by the
affirmative vote of at least 2/3 of the votes cast at a meeting of the holders
of the Series III Preference Shares duly called for that purpose.

                  The formalities to be observed with respect to the giving of
notice of any such meeting or any adjourned meeting, the quorum required
therefor and the conduct thereof shall be those from time to time prescribed by
the by-laws of the Corporation with respect to meetings of shareholders or if
not so prescribed, as required by the Act in force at the time of the meeting or
as otherwise required by law. On every poll taken at every meeting of holders of
Series III Preference Shares as a series, each holder of Series III Preference
Shares entitled to vote thereat shall have one vote in respect of each Series
III Preference Share held.