<PAGE>
                                                                   Exhibit 1.1 i

[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:                     susmentionnee ont ete modifies:

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

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

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

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

                                                APRIL 22,2003 / LE 22 AVRIL 2003

Director - Directeur                    Date of Amendment - Date de modification

<PAGE>

[CANADA LETTERHEAD]

                                      FORM 4                    FORMULE 4
                              ARTICLES OF AMENDMENT       CLAUSES MODIFICATRICES
                               (SECTION 27 OR 177)         (ARTICLES 27 OU 177)

1 - Name of the Corporation               2 - Corporation No. - N' de la societe
  - Denomination societe de la societe

HOLLINGER INC.                             197578-1

3 - The articles of the above-named       Les status de la societe mentionnec
    corporation are amended as follows:   ci-dessus sont modifies de la facon
                                          suivante:

The new series of Preference Shares of the Corporation shall consist of an
unlimited number of Preference Shares designated as Retractable Non-Voting
Preference Shares Series IV, having the rights, privileges, restrictions and
conditions set forth in annexed Schedule A.

Date                   Signature                 4- Capacity of  - En qualite de

April 22,2003          /s/ Charles G. Cowan      Vice-President and Secretary

For Departmental       Printed Name -
Use Only
                       Charles G. Cowan

<PAGE>

                                   SCHEDULE A

                            NUMBER AND DESIGNATION OF
                      AND RIGHTS, PRIVILEGES, RESTRICTIONS
                           AND CONDITIONS ATTACHING TO
                         THE SERIES IV 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 IV (hereinafter referred to as
the "Series IV 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, 2003 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 10 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 IV Preference Shares with respect to the payment
                  of dividends or the distribution of

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                                      - 2 -

                  assets 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;

         (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 IV Preference Shares in respect of the
                  exercise of his at 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 IV Preference Shares means:

                  (i)      on or before April 30, 2007, 95% of the Benchmark
                           Price on the Retraction Date plus any accrued and
                           unpaid dividends on the Series IV Preference Shares
                           up to and including the Retraction Date;

                  (ii)     after April 30, 2007, $9.50 plus accrued and unpaid
                           dividends on the Series IV Preference Shares up to
                           and including the Retraction Date; and

         (m)      "Two Series of Government of Canada Bonds" means the 6% series
                  of Government of Canada bonds due on June I, 2008 and the 10%
                  series of Government of Canada bonds due on June 1, 2008.

1.2.              DATES

                  In the event that any date on which any dividend on the Series
IV 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 IV
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.

<PAGE>

                                      - 3 -

1.3.              CURRENCY

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

2.                DIVIDENDS

2.1.              PAYMENT OF DIVIDENDS

                  The holders of the Series IV 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 $0.80 per
share payable quarterly in four equal amounts of $0.20 on each third month
anniversary of May 6, 2003 commencing with a dividend of $0.20 per share payable
on August 6, 2003.

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 IV
                  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 IV 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 IV Preference Shares under section 2.1 hereof the
dividends or distributions are not paid in full on all of the Series IV
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

<PAGE>

                                      - 4 -

Corporation shall have sufficient money or other assets properly applicable to
the payment of such dividends or distributions.

3.                REDEMPTION

3.1.              OPTIONAL REDEMPTION AFTER APRIL 30, 2006

                  After April 30, 2006, 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 IV
Preference Shares, the Corporation may, upon giving notice as hereinafter
provided, redeem all or any part of the then outstanding Series IV 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 IV Preference Shares
pursuant to this section 3.1 the Corporation shall redeem as nearly as
practicable the same portion of Series IV Preference Shares held by each holder.

                  In case of a redemption of Series IV 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 IV Preference Shares each of which shall state that the Corporation
intends to redeem Series IV 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 IV 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 TV Preference Shares to
be redeemed and the notice shall also set out the number of Series IV
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 IV
Preference Shares may present and surrender the certificate or certificates
representing such shares for redemption.

                  In case of redemption of Series IV 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 IV 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 IV Preference Shares called for redemption. Payment in respect of Series
IV Preference Shares

<PAGE>

                                      - 5 -

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 IV 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.

                  The Corporation shall have the right, at any time after the
mailing or delivery of notice of its intention to redeem Series IV Preference
Shares, to deposit the Redemption Price of the Series IV Preference Shares so
called for redemption, or of such of the Series IV 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 IV 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 IV
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 IV 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 IV 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, 2008

                  On April 30, 2008 (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 IV Preference Shares, the Corporation shall redeem all of
the then outstanding Series IV 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 IV 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 IV
Preference Shares each of which shall state that the Corporation shall redeem
Series IV 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 IV 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

<PAGE>

                                      - 6 -

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

                  In case of a redemption of Series IV 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 IV 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 IV Preference Shares called for redemption. Payment in
respect of Series IV 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 IV Preference Shares so called for redemption, or of such of
the Series IV 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 IV 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 IV 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 IV 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 IV 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 IV 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.

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                                      - 7 -

4.                RETRACTION BIGHTS

4.1.              RIGHT OF RETRACTION

                  At any time, a holder of Series IV 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 IV
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 IV 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 IV Preference Shares called for redemption. Payment in respect of Series
IV 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 IV 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 IV Preference Shares may be retracted only by the
registered holder thereof presenting and surrendering to the Corporation, at any
place where the Series IV 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 IV Preference Shares from time to time, the share
certificate or certificates representing the Series IV 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 IV 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 IV Preference Shares to surrender any Series IV 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 IV 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 IV
Preference Shares to be redeemed.

4.3.              RETRACTION LIMITATION

         (a)      If the redemption by the Corporation of all Series IV
                  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 IV Preference
                  Shares which it is then permitted to redeem selected pro rata

<PAGE>

                                      - 8 -

                  (disregarding fractions of shares) from the Series IV
                  Preference Shares surrendered for retraction according to the
                  number of Series IV 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 IV 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 IV 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 IV 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 IV Preference Shares according to the number of such
                  Series IV Preference Shares then held by each holder thereof
                  and so on until all such Series IV 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 IV Preference
                  Shares surrendered for retraction on a Retraction Date the
                  Corporation shall forthwith after such date notify each holder
                  whose Series IV Preference Shares have not been redeemed on
                  such date of such holder's right to withdraw the Series IV
                  Preference Shares surrendered and not redeemed by the
                  Corporation,

4.4.              CESSATION OF RIGHTS

                  Series IV 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 IV 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 IV 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 IV Preference Shares remain in arrears, the holders of the Series IV
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 IV
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 IV Preference Shares, the Corporation
may purchase for cancellation at any time all or from time to time any part of
the outstanding Series IV 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
IV Preference Shares are listed for trading) by invitation for tenders addressed
to all the holders of Series IV 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 IV Preference Shares are tendered at a price or
prices acceptable to the Corporation than the Corporation is prepared to
purchase, then the Series IV 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 IV Preference Shares are
outstanding, the Corporation shall not, without the approval of the holders of
the Series IV Preference Shares given a$ 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 IV
         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 -

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

         7.1.13.  except in connection with the redemption of Series IV
         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 IV
         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
         IV Preference Shares except in 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 IV Preference Shares;

unless, in each such case, (i) all dividends on the Series IV 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 IV 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 IV Preference Shares tendered for redemption
pursuant to Article 4, and (IV) the Corporation is not otherwise in default
under the rights, privileges, restrictions and conditions attached to the Series
IV 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 IV 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 IV Preference Shares shall
be entitled to receive from the assets of the Corporation a sum equal to $10.00
for each Series IV 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 IV Preference Shares. After payment to the holders
of the Series IV 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 IV Preference Shares may be added to, changed or removed by
Articles of Amendment, but only with the approval of the holders of the Series
IV Preference Shares given as hereinafter specified in addition to any vote or
authorization required by law.

10.               APPROVAL OF HOLDERS OF THE SERIES IV PREFERENCE SHARES

10.1.             The approval of the holders of the Series IV Preference Shares
to add to, change or remove any right, privilege, restriction or condition
attaching to the Series IV Preference Shares as a series or in respect of any
other matter requiring the consent of the holders of the Series IV Preference
Shares may he 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 IV Preference Shares or passed by the affirmative vote of
at least 2/3 of me votes cast at a meeting of the holders of the Series IV
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 IV Preference Shares as a series, each holder of Series IV Preference
Shares entitled to vote thereat shall have one vote in respect of each Series IV
Preference Share held.