1*1 CANADA. Je certifie par les presentes que la

Transcription

1 1*1 CANADA Certificte of Continunce Cnd Business Corportions Act Certifict de prorogtion Loi sur les societes commerciles cndiennes LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of Corportion Denomintion de l soci6t6 Number Num6ro I hereby certify tht the bovementioned Corportion ws con tinued under Section 181 of the Cnd Business Corportions Act s set out in the ttched rticles of Continunce. Je certifie pr les presentes que l societe mentionnee cihut ete prorogee en vertu de I'rticle 181 de l Loi sur les societes commer ciles cndiennes, tel qu'indique dns les cluses de prorogtion cijointes. Director Directeur My 7, 1980 Dle of Continunce Dte de l prorogtion.

2 Mumoer nsst^ct.ons \'; Oisssee Oesc';3::or SAGE ir'e :i Corsc CANADA BUSINESS CORPORATIONS ACT FORM 11 ARTICLES OF CONTINUANCE (SECTION 181) LOBLAW COMPANIES LIMITED ~^e Gic3 n Cnd wnere t^e rsgistere office '3 ;o oe situiec Denomintion e l socieie LOI SUR LES SOCIETES COMMERCIALES CANADIENNES FORMULE11 CLAUSES DE PROROGATION (ARTICLE 181) LES COMPAGNIES LOBLAW LIMITEE e'j u Cnc OL 33ii =!re sins 's Siege 30C!i The Municiplity of Metropolitn Toronto, Ontrio. "he c:sses n nv mximum numder or snres tht trie corportion is ucnorizs to issue Ctegories et tout nomtire mximl d'cnons que l socieie est utonsee emeltre The nnexed Schedule 1 is incorported in this form. ii nv on snre ^rnsrers Restrictions sur ie (rnsrert es ctions s il y i.su None 5 (or,ninimum n mximum number) of directors Minimum of 5, mximum of 20. Nomore (ou nomore minimum et mximum) minisirieurs. Restrictions ir ny on susinesses the corportion my crry on Limites imposees qunt ux ciivnes que l societe peui ex ploiter, s'il y lieu. None (l)!t chnge ot nme effected, previous nme! 1) Si chngemem de denomintion, denomintion nteneure Lobiw Compnies Limited Other provisions if ny (2) Detils of incorportion (2) Detils de l constitution Cnd letters ptent dted Jnury 18, Autres dispositions s'ii y lieu Lien on Shres: Subject to the Cnd Business Corportions Act, the,corportion hs lien on ny shre registered in the nme of shreholder or his legl representtive for ny debt of thfshreholder to the Corportion. signl. i/^6^7o?^ l^^o /( 3ri;.cp 'lo :9 sccieis Osc'ipsicn of Of'ice cu soste. ^s^ji^^ ^m<jt^ '^~^t<^c>(^l. ^<^v^o{ ^^Ji^UL^OL^. e ny 13, 1980 \. O'J MiNISTS^ SEJLSMEN' J^.x^Tv^e/1

3 SHARES LOBLAW COMPANIES LIMITED SCHEDULE 1 A. AUTHORIZED issue re: The shres which the Corportion is uthorized to 1,000,000 First Preferred Shres without nominl or pr vlue, (the "First Preferred Shres"), issuble in series (of which 445,056 shres re designted "First Preferred Shres, First Series" nd 554,944 shres re designted "First Preferred Shres, Second Series"); n unlimited number of Second Preferred Shres without nominl or pr vlue (the "Second Preferred Shres"), issuble in series (of which 300,000 shres re designted "Second Preferred Shres, First Series" nd 250,000 shres re designted "Second Preferred Shres, Second Series"); n unlimited number of Junior Preferred Shles without nominl or pr vlue (the "Junior Preferred Shres"), issuble in series; n unlimited number of Common Shres without nominl or pr vlue (the "Common Shres").

4 AS Prity of First Preferred Shres The First Preferred Shres of ech series shll rnk on prity with the First Preferred Shres of every other series with respect to priority in pyment of dividends nd in the distribution of ssets in the event of liquidtion, dissolution or windingup of the Corportion, whether voluntry or involuntry. 6. Redemption First Preferred Shres of ny series my be mde subject to redemption t such times nd t such prices (subject to the foregoin9 provisions hereof) nd upon such other terms nd conditions s my be specified in the rights, privileges, restrictions nd conditions ttching to the First Preferred Shres of such series. Upon the redemption of ny First Preferred Shres the shres so redeemed shll be restored to the sttus of uthorized but unissued First_ Prefprrpfl Rhros c ;=i cicc riri..^4..f ^.. FIRST PREFERRED SHARES A CLASS The First Preferred Shres, s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Directors' Rights to Issue in One or More Series The directors of the Corportion my t ny time or from time to time issue the First Preferred Shres in one or more series, ech series to consist of such number of shres s my, before issunce thereof, be fixed by the directors. 2. Directors to Fix Terms of Ech Series The directors of the Corportion my (subject s herein fter provided) from time to time determine the designtion of nd the rights, privileges, restrictions nd conditions ttching to the First Preferred Shres of ech series including, without limiting the generlity of the foregoing, the rte of preferentil dividends, the dtes of pyment thereof, the redemption price nd terms nd conditions of redemption, voting rights nd conversion rights (if ny) nd ny sinking fund or other provisions ttching to the First Preferred Shres of ech series, the whole subject to the sending of rticles of mendment in prescribed form nd the issunce of certificte of mendment in respect thereof. 3. Prticiption When ny fixed cumultive dividends or mounts pyble on return of cpitl re not pid in full, the First Preferred Shres of ll series shll prticipte rtebly in respect of such dividends including ccumultions, if ny, in ccordnce with the sums which would be pyble on the sid First Preferred Shres if ll such dividends were declred nd pid in full, nd on ny return of cpitl in ccordnce with the sums which would be pyble on such return of cpitl if ll were pid in full. 4. Preference over Junior Shres sums so pyble The First Preferred Shres shll be entitled to preference over the Common Shres or shres of ny other clss rnking junior to the First Preferred Shres with respect to the pyment of dividends nd my lso be given such other preferences over the Common Shres or shres of ny other clss rnking junior to the First Preferred Shres s my be determined s to the respective series uthorized to be issued.

5 >.o my be directors of the Corportion t ny time when the right to elect directors shll ccrue to the holders of First Preferred Shres s herein provided or who my be ppointed s directors if such right shll hve ccrued nd before meeting of shreholders shll hve been held shll terminte upon the election of new directors t the next nnul meeting of shre holders or t specil meeting of shreholders which my be held for the purpose of electing directors t ny time fter the ccrul of such right to elect directors upon not less thn 20 dys' written notice nd such specil meeting shll be clled by the secretry of the Corportion upon the written request of the holders of record of t lest 1/10 of the outstnding First Preferred Shres nd in defult of the clling of such specil meeting by the secretry within five dys fter the mking of such request it my be clled by ny holder of record of First Preferred Shres. 8.3 Vcncies: Any vcncy occurring mong members of the bord elected to represent the holders of First Preferred Shres in ccordnce with the foregoing provisions my be filled by the bord with the consent nd pprovl of the remining director or directors elected to represent the holders of First Preferred Shres but if there be no such remining director or directors the bord my elect sufficient holders of First Preferred Shres to fill the vcncy or vcncies. Whether or not such vcncies re so filled by the bord, the holders of record of t lest 1/5 of the outstnding First Preferred Shres shll hve the right to require the secretry of the Corportion to cll meeting of the holders of First Preferred Shres for the purpose of filling the vcncies or replcing ll or ny of the persons filling such vcncies who hve been ppointed by the directors when there is no director in office who hs been elected to represent the holders of First Preferred Shres nd the provisions of the lst preceding subprgrph shll pply in respect of the clling of such meeting. 8.4 Termintion of Term of Office: Notwithstnding nything contined in the bylws of the Corportion, upon ny termintion of the right of the holders of the First Preferred Shres to elect directors s herein provided, the term of office of the directors elected to represent the holders of First Preferred Shres shll terminte.

6 FIRST PREFERRED SHARES FIRST SERIES The first series of the sid clss of First Preferred Shres consists of 445,056 shres without nominl or pr vlue, designted First Preferred Shres, First Series which, in ddition to the rights, privileges, restrictions nd conditions ttching to the First Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Dividends The holders of the First Preferred Shres, First Series shll be entitled to receive, nd the Corportion shll py thereon if, s nd when declred by the bord of directors out of moneys of the Corportion properly pplicble to the pyment of dividends fixed cumultive preferentil csh dividends t the rte of $2.40 per shre per nnum pyble qurterly on the first dys of Mrch, June, September nd December in ech yer. Such dividends shll ccrue from such dte or dtes s my in the cse of ech issue be determined by the bord of directors of the Corportion or in cse no dte be so determined then from the dte of llotment. Wrrnts or cheques of the Corportion pyble t pr t ny brnch of the Corportion's bnkers for the time being in Cnd (Yukon Territory excepted) shll be issued in respect of such dividends. If on ny dividend pyment dte the dividend pyble on such dte is not pid in full ll of the First Preferred on Shres, First Series then issued nd outstnding, such dividend or the unpid prt thereof shll be pid on subsequent dte or dtes determined by the bord of directors of the Corportion on which the Corportion shll hve sufficient moneys properly pplicble to the pyment of the sme. The holders of the First Preferred Shres, First Series shll not be entitled to ny dividends other thn or in excess of the csh dividends hereinbefore provided for. 2. Liquidtion, Dissolution or Winding Up In the event of the liquidtion, dissolution or windingup of the Corportion or other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs, the holders of the First Preferred Shres, First Series shll. be entitled to receive the sum of $50 per shre together with ll unpid preferentil dividends (which for such purpose shll be clculted s if such dividends were ccruing for the period from the expirtion of the lst qurterly period for which dividends hve been pid up to the dte of distribution) before ny mount shll be pid or ny property or ssets of the Corportion distri buted to the holders of ny Common Shres or shres of ny other clss rnking junior to the First Preferred Shres, First Series. After pyment to the holders of the First Preferred Shres, First Series of the mount so pyble to them they shll not

7 6 entitled to shre in ny further distribution of property or ssets of the Corportion. 3. Redemption nd Purchse for Restortion 3.1 Purchse for Restortion: The Corportion my t ny time or times purchse (if obtinble) the whole or ny prt of the First Preferred Shres, First Series outstnding from time to time in the mrket (including purchse through or from n investment deler or firm holding membership on recognized stock exchnge) or by invittion for tenders ddressed to ll the holders of record of the First Preferred Shres, First Series outstnding t the lowest price t which, in the opinion of the bord of directors, such shres re obtinble but not exceeding $50 per shre plus costs of purchse nd ll unpid preferentil dividends (which for such purpose shll be clculted s if such dividends were ccruing for the period from the^ expirtion of the lst qurterly period for which dividends hve, been pid up to the dte of purchse). If upon ny invittion for tenders under the provisions of this prgrph the Corportion shll receive tenders of First Preferred Shres, First Series t the sme lowest price which the Corportion my be willing to py in n ggregte number greter thn the number for which the Corportion is prepred to ccept tenders, the First Preferred Shres, First Series so tendered shll be purchsed s nerly s my be pro rt (disregrding frctions) ccording to the number of First Preferred Shres, First Series so tendered by ech of the holders of First Preferred Shres, First Series who submitted tenders t the sid sme lowest price. From nd fter the dte of purchse of ny First Preferred Shres, First Series under the provisions of this prgrph contined the shres so purchsed shll be deemed to be redeemed nd shll be restored to the sttus of uthorized but unissued First Preferred Shres s clss nd not of ny designted series. 3.2 Redemption Right; Subject to the provisions of the Cnd Business Corportions Act, the Corportion my upon giving notice s hereinfter provided redeem t ny time the whole or from time to time ny prt of the then outstnding First Preferred Shres, First Series on pyment for ech shre to be redeemed of?50, together with ll unpid preferentil dividends (which for such purpose shll be clculted s if the dividends on the First Preferred Shres, First Series were ccruing for the period from the expirtion of the lst qurterly period for which dividends hve been pid up to the dte of such redemp tion). In cse prt only of the then outstnding First Preferred' Shres, First Series is t ny time to be redeemed, the shres so to be redeemed shll be selected by lot in such mnner s the directors or the trnsfer gent ppointed by the Corportion in respect of the First Preferred Shres, First Series shll decide or if the directors so determine my be redeemed pro rt disregrding frctions. ^ f!

8 3.3 Redemption Procedure: In ny cse of redemption of First Preferred Shres, First Series under the provisions of Section 3.2 hereof, the Corportion shll t lest 30 dys before the dte specified for redemption mil to ech ^person wtro t the dte of miling is registered holder of First Preferred Shres, First Series to be redeemed notice in writing of the intention of the Corportion to redeem such First Preferred Shres, First Series. Such notice shll be miled in prepid letter ddressed to ech such shreholder t his ddress s it ppers on the books of the Corportion or in the event of the ddress of ny such shreholder not so ppering then to the lst known ddress of such shreholder, provided, however, tht ccidentl filure to give ny such notice to one or more of such holders shll not ffect the vlidity of such redemption s to the other holders. Such notice shll set out the redemption price nd the dte on which redemption is to tke plce nd if prt only of the shres held by the person to whom it is ddressed is to be redeemed the number thereof so to be redeemed. On or fter the dte so specified for redemption the Corportion shll py or cuse to be pid to or to the order of the registered holders of the First Preferred Shres, First Series to be redeemed the redemption price on presenttion nd surrender t the hed office of the Corportion or ny other plce designted in such notice of the certifictes for the First Preferred Shres, First Series clled for redemption. Such First Preferred Shres, First Series shll thereupon be nd be deemed to be redeemed nd shll be restored to the sttus of uthorized but unissued First Preferred Shres s clss nd not of ny designted series. If prt only of the shres represented by ny certificte be redeemed, new certificte for the blnce shll be issued t the expense of the Corportion. From nd fter the dte specified in ny such notice, the First Preferred Shres, First Series clled for redemption shll cese to be entitled to dividends nd the holders thereof shll not be entitled to exercise ny of the rights of shreholders in respect thereof unless pyment of the redemption price shll not be mde upon presenttion of certifictes in ccordnce with the foregoing provisions, in which cse the rights of the holders shll remin unffected. The Corportion shll hve the right t ny time fter the miling of notice of its intention to redeem ny First Preferred Shres, First Series s foresid to deposit the redemption price of the shres so clled for redemption or of such of the sid shres represented by certifictes which hve not t the dte of such deposit been surrendered by the holders thereof in connection with such redemption to specil ccount in ny chrtered bnk or ny trust compny in Cnd nmed in such notice to be pid without interest to or to the order of the respective holders of such First Preferred Shres, First Series clled for redemption upon presenttion nd surrender to such bnk or trust compny of the certifictes representing the sme nd upon such deposit being mde or upon the dte specified for redemption in such notice, whichever is the lter, the First Preferred Shres,

9 .rst Series in respect whereof such deposit shll hve been mde shll be deemed to be redeemed nd shll be restored to the sttus of uthorized but unissued First Preferred Shres l, s clss nd not of ny designted series nd the rights of j the holders thereof fter such deposit or such redemption dte/ s the cse my be, shll be limited to receiving without interest their proportionte prt of the totl redemption price so deposited ginst presenttion nd surrender of the sid certifictes held by them respectively.

10 FIRST PREFERRED SHARES SECOND SERIES The second series of the sid clss of First Preferred Shres consists of 554,944 shres without nominl or pr vlue, designted First Preferred Shres, Second Series, which, in ddition to the rights, privileges, restrictions nd conditions ttching to the First Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Dividends () 1.1 Definitions; For the purposes of these provisions: "verge prime rte" for ny dividend pyment period mens the rithmetic men (rounded to the nerest 0.01%) of the prime rte for ech dy during such period other thn the lst 15 dys thereof; (b) "business dy" mens dy other thn Sturdy, Sundy or ny other dy tht is sttutory holidy in the province where the Corportion hs its principl office; (c) "dividend pyment dte" mens the 1st dy of Mrch, June, September nd December in ech yer; (d) "dividend pyment period" mens period beginning on dividend pyment dte nd ending on the dy immeditely prior to the next subsequent dividend pyment dte; (e) "dividend rte" for ny dividend pyment period mens the sum of 1.25% nd 1/2 of the verge prime rte for the immeditely preceding dividend pyment period; provided tht, (i) (ii) for the dividend pyment period ending on Februry 28, 1978 such verge prime rte shll be the rithmetic men (rounded to the nerest 0.01%) of the prime rte for ech dy during the period from December 1, 1977 to Februry 23, 1978, inclusive; nd in the event the bord of directors of the Corportion fils to declre nd py ny dividend s provided in Section 1.2, the dividend rte will be the sum of 2% nd 1/2 of the verge prime rte for the immedi tely preceding dividend pyment period; such dividend rte to be effective for the dividend pyment period for which no dividend ws pid nd the subsequent period of time ending on the dy immeditely preceding the dte of pyment of the dividend rrers;

11 10 ".) "prime rte" for ny dy mens the rte of. interest, expressed s n nnul rte, reported by the Cndin Imperil Bnk of Commerce or its successors to be the lowest rte of interest chrged by it on such dy on demnd lons in Cndin currency to its most creditworthy commercil customers in Cnd Pyment of Dividends: The holders of the First Preferred Shres, Second Series shll be entitled to receive, nd the Corportion shll py thereon, s nd when declred by. the bord of directors out of moneys of the Corportion properly pplicble tothe pyment of dividends, cumultive preferentil csh dividends in the mounts determined from time to time in ccordnce with the provisions hereof. Dividends on the First Preferred Shres, Second Series shll ccrue on dytody bsis from nd including the dte of issue thereof ndshllbe pyble on'ech dividend pyment dte to the holders of record t the close of business on the 10th business dy preceding such dividend pyment dte. Cheques drwn on Cndin chrtered bnk nd pyble t pr t ny brnch in Cnd of such bnk shll be issued in respect of such dividends to the holders of the First Preferred Shres, Second Series entitled thereto nd shll be miled on or before the third business dy preceding the pplicble dividend pyment dte. The miling of such cheques shll stisfy nd dischrge ll libility for such dividends to the extent of the sums represented thereby, unless such cheques re not pid on due presenttion. If on ny dividend pyment dte dividends pyble on such dte re not pid in full on ll the First Preferred Shres, Second Series then issued nd outstnding, such dividends or the unpid prt thereof shll be pid on subsequent dte or dtes determined The holders of the First Preferred Shres, by the directors. Second Series shll not be entitled to ny dividends other thn or in excess of the dividends provided for in this Article 1. A dividend which is represented by cheque which hs not been presented for pyment within 6 yers fter it ws issued or tht otherwise remins unclimed for period of 6 yers from the dte on which it ws declred to be pyble nd set prt for pyment shll be forfeited to the Corportion. 1.3 Amount of Dividends: Subject s hereinfter provided, the mount of the dividend pyble on ny dividend pyment dte on ny First Preferred Shre, Second Series then outstnding shll be equl to the mount (rounded to the nerest $ ) clculted by pplying the dividend rte for the dividend pyment _. period ending on the dy before such dividend pyment dte to $50 nd multiplying the result by frction of which the numertor is the lesser of (i) the number of dys such shre hs been outstnding nd (ii) the number of dys in such dividend pyment period, nd the denomintor is the number of dys in the clendr yer in which such dividend pyment dte flls. ;

12 11 The dividend pyble on ny dividend pyment dte to ny holder of First Preferred Shres, Second Series shll be clculted by multiplying the mount of the dividend pyble on such dte on ech such shre then held by such holder by the totl number of First Preferred Shres, Second Series so held by such holder nd rounding to the nerest $0.01. For the purposes of clculting the mounts of the dividends pyble on the first dys of Mrch nd June.of 1978 the period beginning on the dte on which ny First Preferred Shres, Second Series re first issued, nd ending on the lst dy of Februry, 1978 shll be deemed to be period. dividend pyment For the purposes of clculting the mount of the dividend pyble on ny dy other thn dividend pyment dte nd second prgrphs of this Section the provisions of the first 1.3 shll pply muttis mutndis nd the period beginning on the immeditely preceding dividend pyment dte nd ending on the dy immeditely preceding the dte of such dividend pyment shll be deemed to be dividend pyment period. 1.4 Notifiction of Dividend Rte; On or before ech dividend pyment dte the Corportion shll give notice to ech holder of First Preferred Shres, Second Series then outstnding of the dividend rte for the dividend pyment period beginning on such dividend pyment dte nd the prticulrs of the clcul tion thereof. 2. Retrction Privilege A registered holder of First Preferred Shres, Second Series shll be entitled, subject to ny greement mde between the Corportion nd such holder, to require the Corportion to redeem t ny time or times ll or ny of the First Preferred Shres, Second Series registered in the nme of such holder on the books of the Corportion by tendering to the Corportion t its hed office shre certificte representing the First Preferred Shres, Second Series which the registered holder desires to hve the Corportion redeem together with request in writing specifying (i) tht the registered holder desires to hve the First Preferred Shres, Second Series represented by such certificte redeemed by the Corportion nd (ii) the business dy (in this prgrph referred to s the "redemption dte") on which the holder desires to hve the Corportion redeem such A Shres. request in writing shll specify redemption dte which shll be not less thn 30 dys fter the dy on which the request in writing is given to the Corportion. Upon receipt of shre certificte representing the First Preferred Shres, Second Series which the registered holder desires to hve the Corportion redeem together with such request the Corportion shll on the redemption dte redeem such Shres by pying to

13 12 ^ch registered holder n mount equl to $50 times the number of Shres being redeemed plus ll ccrued nd unpid dividends thereon, which for such purpose shll be clculted s if such dividends were ccruing for the period from the expirtion of the lst qurterly period for which dividends hve been pid in full up to but not including the redemption dte. Such pyment shll be mde by cheque pyble t pr t ny brnch of the Corportion's bnkers for the time being in Cnd. The sid First Preferred Shres, Second Series shll be redeemed on the redemption dte nd from nd fter the redemption dte such shres shll cese to be entitled to dividends nd the holders thereof shll not be entitled to exercise ny of the rights of holders of preferred shres in respect thereof unless pyment of the redemption price is not mde on the redemption dte, in which event the rights of the holders of the sid Shres shll remin unffected. 3. Redemption nd Purchse for Restortion 3.1 Right to Redeem or Purchse for Restortion; Subject to the provisions hereof nd of the Cnd Business Corportions Act, nd to Article 8, the First Preferred Shres., Second Series my be redeemed or purchsed by the Corportion. 3.2 Redemption Right: Subject to Section 5.2 hereof, the Corportion my, t its option, redeem t ny time ll or from time to time ny number of the outstnding First Preferred Shres, Second Series on pyment of the redemption price s provided in Section 3_^3_^_ If less thn ~n~o'f the out^tttcirrrg F'irst Pref err ed~sh res, Second Series re to be redeemed, the shres to be redeemed shll be selected s nerly s my be on pro rt bsis (to the nerest 100 shres) ccording to the number of First Preferred Shres, Second Series registered in the nme of ech holder, in such mnner s the bord of directors in its sole discretion shll by resolution determine. 3.3 Redemption Price: The redemption price t which ny First Preferred Shre, Second Series is redeemble shll be the ggregte of (i) $50 nd thereon up to but not including the dte fixed for redemption. (ii) ll ccrued nd unpid dividends () 3.4 Redemption Procedure: Any notice of redemption of First Preferred Shres, Second Series shll be given by the Corportion to ech holder ""! thereof not less thn 60. dys prior^ to the dte fixed for ' redemption. Accidentl filure or^omission to give such notice to one or more of such holders shll not ^ ffect the vlidity of such redemption. Such notice shll set out the redemption price, the dte fixed for redemption nd the plce of redemption nd, in cse of prtil redemp

14 13 tion, the number or portion of ech holder's shres to be redeemed. (b) On nd fter the dte fixed for redemption, the Corportion shll py or cuse to be pid the redemption price to or to the order of the holders of the First Preferred Shres, Second Series redeemed on presenttion nd surrender t the plce of redemption of the respective certifictes representing such shres nd the holders of the First Preferred Shres, Second Series clled for redemption shll cese to be entitled to dividends or to exercise ny of the rights of holders in respect thereof unless pyment of the redemption price shll not be mde in ccordnce with the foregoing provisions, in which cse the rights of the holders shll remin unimpired. (c) (d) The Corportion shll hve the right t ny time fter miling notice of redemption to deposit the redemption price of the shres thereby clled for redemption, or such prt thereof s t the time of deposit hs not been climed by the shreholders entitled thereto, in ny Cndin chrtered bnk or trust compny in Cnd specified in the notice of redemption or in subsequent notice to the holders of the shres in respect of which the deposit is mde, in specil ccount for the holders of such shres, nd upon such deposit being mde or upon the dte fixed for redemption, whichever is the lter, the First Preferred Shres, Second Series in respect of which such deposit shll hve been mde shll be deemed to be redeemed nd the rights of ech holder thereof shll be limited to receiving, without interest, his proportionte prt of the redemption price so deposited upon presenttion nd surrender of the certifictes representing his shres so redeemed. Any interest on such deposit shll belong to the Corportion. If less thn ll the First Preferred Shres, Second Series represented by ny certificte shll be redeemed, new certificte for the blnce shll be issued. 3.5 Purchse for Restortion; The Corportion my purchse t ny time ll or from time to time ny number of the outstnding First Preferred Shres, Second Series in the mrket, or by privte contrct, or upon recognized stock exchnge if listed thereon, or pursunt to tenders received by the Corportion upon n invittion for tenders ddressed to ll holders of First Preferred Shres, Second Series, t price not exceeding $50 per shre plus ll ccrued nd unpid dividends thereon up to but not including the dte of purchse, plus in ll cses resonble costs of purchse. If upon ny invittion for tenders the Corportion receives tenders for First Preferred Shres, Second Series t the sme price in n ggregte number greter thn the number for which the Corportion is prepred to ccept tenders, the

15 . res 14 to be purchsed shll be selected from the shres offered t such price s nerly s my be on pro rt bsis (to the nerest 100 shres) ccording to the number of First Preferred Shres, Second Series offered in ech such tender, in such mnner s the bord of directors in its sole discretion shll by resolu tion determine. 3.6 Income Tx Act; If, t the time of mking n invittion for tenders, the bord of directors determines tht ny prt of the price to be pid by the Corportion in respect of ny First. Preferred Shres, Second Series to be purchsed which constitutes repyment of pidup cpitl would, for the purposes of the Income Tx Act (Cnd) s mended or reencted from time to time, be deemed to hve been pid s dividend the Corportion shll so indicte in its invittion for tenders nd shll describe the circumstnces in which such deemed dividend would occur. 3.7 Restortion of Shres Redeemed or Purchsed; First Preferred Shres, Second Series redeemed or purchsed by the Corportion shll be restored to the sttus of uthorized but unissued First Preferred Shres s clss nd not of ny designted ser ies. 4. Finncil Sttements So long s ny of the First Preferred Shres, Second Series re outstnding, the Corportion shll send to the holders thereof, t the time of distribution to the other shreholders of the Corportion, copies of the Corportion's nnul udited finncil sttements nd of ll unudited finncil sttements distributed to its other shreholders generlly. 5. Restrictions on Dividends, Issue nd Retirement of Shres 5.1 Dividends on nd Retirement of Junior Shres; Without the pprovl of the holders of the First Preferred Shres, Second Series given in ccordnce with Article 8: () (b) the Corportion shll not declre, py or set prt moneys for the pyment of, ny dividends (other thn stock dividends in shres of the Corportion rnking junior to the First Preferred Shres, Second Series) on ny shres of the Corpor tion rnking junior to the First Preferred Shres, Second Series; the Corportion shll not cll for redemption, redeem, purchse or otherwise retire for vlue ny shres rnking junior to the First Preferred Shres, Second Series; unless, in ech such cse, ll dividends ccrued on the outstnding First Preferred Shres, Second Series up to nd including the

16 15 ividend pyble for the lst completed dividend pyment period shll hve been declred nd pid or set prt for pyment. 5.2 Redemption of First Preferred Shres, Second Series: Except in ccordnce with Article 2, the Corportion shll not, without the pprovl of the holders of the First Preferred Shres, Second Series given in ccordnce with Article 8, redeem ny First Preferred Shres, Second Series t ny time if ny prt of the redemption price which constitutes repyment of pidup cpitl would, for purposes of the Income Tx Act (Cnd) s mended or reencted from time to time () be deemed to hve been pid s dividend which is subject to income tx in the hnds of ny such holders; or (b) give rise to txble cpitl gin in the hnds of ny holder of such shres who or whose predecessor shll hve continuously held such shres since their issunce. 5.3 Cretion nd Issue of Shres; Without pprovl given in ccordnce with the Cnd Business Corportions Act, the Corportion shll not crete ny clss of shres rnking eqully with or prior to the First Preferred Shres, Second Series. 5.4 Definition; In this Article 5, "rnking" refers to rnking with respect to the pyment of dividends or the distribu tion of ssets in the event of liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or ny other distribution of the ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs. 6. Liquidtion, Dissolution or Winding Up In the event of the liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs, the holders of the First Preferred Shres, Second Series shll be entitled to receive in lwful money of Cnd the sum of $50 per shre plus ll ccrued nd unpid dividends up to but not including the dte of the distribution, the whole being pid before ny mount is pid or ny ssets of the Corportion re distributed to the holders of ny shres of ny clss rnking junior to the First Preferred Shres, Second Series. of the mounts so pyble to them, the holders of First Preferred Shres, Second Series shll not be entitled to shre in ny further distribution of ssets of the Corportion. 7. Notices nd Interprettion Upon pyment 7.1 Notices; Any notice, cheque, invittion for tenders or other communiction from the Corportion herein provided

17 16 _^r shll be sufficiently given if delivered or if sent by ordinry unregistered mil, postge prepid, to the holders of the First Preferred Shres, Second Series t their respective ddresses ppering on the books of the Corportion or, in the event of the ddress of ny such holder not so ppering then t the lst ddress of such holder known to the Corportion. Any notice so miled shll be deemed to hve been given on the third business dy fter the dte of miling. Accidentl filure to give ny such notice, invittion for tenders or other communiction to one or more holders of the First Preferred Shres, Second Series shll not ffect the vlidity of the notices, invittions for tenders or other communictions properly given or ny ction tken pursunt to such notice, invittion for tenders or other communiction but, upon such filure being discovered, the notice, invittion for tenders or other communiction, s the cse my be, shll be sent forthwith to such holder or holders. 7.2 interprettion; In the event tht ny dy on which ny dividend on the First Preferred Shres, Second Series is pyble or by which ny other ction is required to be tken hereunder is not business dy, then such dividend shll be pyble or such other ction shll be required to be tken on the next succeeding dy tht is business dy. All references to dollrs herein re in Cndin funds. 8. Approvl of Holders of First Preferred Shres, Second Series Any pprovl required or permitted to be given by the holders of the First Preferred Shres, Second Series with respect to ny nd ll mtters referred to in Sections 5.1 nd 5.2 hereof shll be deemed to hve been sufficiently given if given in writing by the holders of t lest mjority of the outstnding First Preferred Shres, Second Series or by rrnge ment under the Cnd Business Corportions Act or by resolution pssed or by bylw snctioned t meeting of holders of First Preferred Shres, Second Series duly clled nd held upon t lest 15 dys' notice t which the holders of t lest mjority of the outstnding First Preferred Shres, Second Series re present or represented by proxy nd crried by the ffirmtive vote of the holders of not less thn (2/3) of the First Preferred Shres, Second Series represented nd voted t such meeting cst on poll. If t ny such meeting the holders of mjority of the outstnding First Preferred Shres, Second Series re not present or represented by proxy within hlf n hour fter the time ppointed for the meeting, then the meeting shll be djourned to such dte being not less tht 21 dys lter nd to such time nd plce s my be ppointed by the chirmn nd t lest 15 dys' notice shll be given of such djourned meeting but it shll not be necessry in such notice to specify the purpose for which the meeting ws originlly clled. At such

18 17 journed meeting the holders of First Preferred Shres, Second Series present or represented by proxy my trnsct the business for which the meeting ws originlly convened nd resolution pssed theret by the ffirmtive votes of the holders of not less thn 2/3 of the First Preferred Shres, Second Series represented nd voted t such djourned meeting cst on poll shll constitute the pprovl of the holders of First Preferred Shres, Second Series referred to bove. The formlities to be observed with respect to the giving of notice of ny such meeting or. djourned meeting nd the conduct thereof shll be those from time to time prescribed in the bylws of the Corportion with respect to meetings of shreholders. On every poll tken t every such meeting or djourned meeting every holder of First Preferred Shres, Second Series shll be entitled to one vote in respect of ech First Preferred Shre, Second Series held. 9. Tx Indemnifiction 9.1 Interprettion; For the purposes of this Article 9: "Txble Holder" mens ny registered holder or, in the cse of shres registered in the nme of nominee, ny beneficil owner, of First Preferred Shres, Second Series which is "public corportion" nd "txble Cndin corportion" for the purposes of the Income Tx Act (Cnd) ; Any reference to ny sttute shll be deemed to be reference to such sttute s mended or reencted from time to time. 9.2 Notice of Tx Amendment: In the event tht ny mendment to the Income Tx Act (Cnd) or The Corportions Tx Act (Ontrio) or to ny Regultion under either such sttute is encted or pssed which ffects the income tx tretment of the dividends on the First Preferred Shres, Second Series received or to be received by ny Txble Holder in such mnner tht ny income tx or corportion income tx is or would be pyble thereon, such Txble Holder my give to the Corportion written notice stting tht it is Txble Holder nd tht such mendment hs been encted or pssed. Such notice my be given only within 30 dys fter the dte on which sid mendment comes into force, whether upon Royl Assent or dy fixed by proclmtion or otherwise s the cse my be. 9.3 Options Avilble to Corportion; upon the giving of ny notice in ccordnce with Section 9.2, the Corportion my t its option, redeem ll of the First Preferred Shres, Second Series in ccordnce with Section 9.4 or negotite lons to replce ll of First Preferred Shres, Second Series in ccordnce with Section 9.7 or negotite modifictions to the provisions

19 18 the First Preferred Shres, Second Series in ccordnce with Section Redemption t Corportion's Option: Subject to Section 5.2, the Corportion my, t its option, redeem t ny time ll of the outstnding First Preferred Shres, Second Series on pyment of the redemption price s provided in Section 9.5. The provisions of Section 3.4 shll pply to such redemption except tht notice of such redemption (unless wived in writing by the holders of ll of the First Preferred Shres, Second Series) shll be given by the Corportion not less thn 30 dys nor more thn 40 dys prior to the dte fixed for redemption. 9.5 Redemption or Purchse Price: The price t which ny First Preferred Shre, Second Series is redeemble pursunt to Section 9.4 or 9.7 or shll be purchsed pursunt to Section 9.9 shll be the ggregte of ()?50; (b) (c) ll ccrued nd unpid dividends thereon up to but not including the dte fixed for redemption or the dte of purchse, s the cse my be; nd n dditionl mount which, fter deducting therefrom n mount equl to the tx pid or pyble thereon by the Txble Holder of such shre, will equl the mount of tx pid or pyble by such Txble Holder in respect of dividends on such shre from the dte on which the mendment (notice of which ws given to the Corportion pursunt to Section 9.2) commences to ffect the income tx tretment of dividends on the First Preferred Shres, Second Series to the dte fixed for redemption thereof or the dte of sle or purchse thereof, s the cse my be. For the purposes of prgrph (c) of this Section, the mount of ny tx referred to therein rising in connection with the First Preferred Shres, Second Series held or owned by ny Txble Holder shll be conclusively determined by report of the chrtered ccountnt or ccountnts for the time being holding ppointment s uditors of such Txble Holder given to the Corportion not less thn 10 business dys prior to the dte fixed for redemption or the dte of purchse, s the cse my be, of such shres firm of independent or, filing such report, by the report of chrtered ccountnts ppointed by the Corportion nd pproved by such Txble Holder who will mke vilble to such ccountnts ll informtion resonbly necessry to mke such determintion. 9.6 Conflict of Redemption Provisions; In cse of conflict between the provisions of Section 9.4 nd the provisions of Article 3, including, without limittion. Section 3.3, the provi sions of Section 9.4 shll tke precedence.

20 19 If ny redemption of First Preferred Shres, Second Series hs been completed prior to the Corportion becoming entitled to exercise its right of redemption under Section 9.4 nd the income tx tretment of the dividends pid thereon (whether s prt of the redemption price or otherwise) is ffected in the mnner described in Section 9.2, the Corportion shll, within 10 dys fter report of ccountnts of the nture described in Section 9.5 is given to the Corportion, py to the holder of such redeemed First Preferred Shres, Second Series the dditionl mount which would hve been pyble to such holder pursunt to prgrph (c) of Section 9.5 if such shres hd been redeemed pursunt to such Section. 9.7 Negotition for Lons; By notice sent to the holders of First Preferred Shres, Second Series, the Corportion my initite negotitions with the holders of the First Preferred Shres/ Second Series for lons in n ggregte mount equl to the ggregte pr vlue of the First Preferred Shres, Second Series, which lons re to be mde by the holders of such shres to the Corportion in the proportion which the First Preferred Shres, Second Series registered in the nmes of such respective holders is of the ggregte number of First Preferred Shres, Second Series outstnding on the redemption of the whole of the First Preferred Shres, Second Series s contemplted in this Section. Upon the execution nd delivery by ll holders of First Preferred Shres, Second Series nd the Corportion of commitment for such lons (which commitment, mong other things, shll fix the time nd plce t which the lons therein provided for must be consummted filing which the commitment shll become void), the Corportion shll t the time nd plce of the consummtion of such lons in ccordnce with such commit ment redeem ll of the First Preferred Shres, Second Series on pyment of the redemption price s provided in Section Negotition for Modifiction of Terms nd Conditions: By notice sent to the holders of First Preferred Shres, Second Series, the Corportion my initite negotitions with the holders of the First Preferred Shres, Second Series with view to the modifiction of the rights, restrictions, conditions nd limittions ttching to the First Preferred Shres, Second Series (including without limittion, n incresed rte of dividend). Upon the execution nd delivery by ll holders of First Preferred Shres, Second Series nd the Corportion of n greement respecting such modifiction, the Corportion shll tke ll such steps s re necessry so tht the rticles of the Corportion shll be mended to effect the modifiction so greed upon within 40 dys fter the dte of execution nd delivery of the sid greement. 9.9 Purchse t Option of Txble Holder; Upon the giving of ny notice in ccordnce with Section 9.2, ny Txble Holder

21 20 y, t its option, by written notice to the Corportion given t ny time except during the intervl between: () the execution nd delivery of lon commitment pursunt to Section 9.7 or of n greement pursunt to Section 9.8, s the cse my be; nd (b) if Section 9.7 pplies, the expirtion of the time within which, ccording to such lon commitment, the lons therein provided for must be consummted filing which the commitment shll become void or, if Section 9.8 pplies, the expirtion of the time limited thereunder for mendment to the rticles; require the Corportion to purchse on specified business dy not less thn 30 dys nor more thn 40 dys fter the giving of such notice, ll of the First Preferred Shres, Second Series registered in the nme of such Txble Holder. Upon receipt by the Corportion of such notice from ny Txble Holder, the Corportion shll purchse on the dte so specified ll of the First Preferred Shres, Second Series registered in the nme of or owned by such Txble Holder by pyment of the purchse price therefor by certified cheque pyble to or to the order of such Txble Holder upon delivery of duly endorsed shre certificte (s) representing such shres Purchse Subject to Applicble Lw; If the purchse of ny First Preferred Shres, Second Series which the Corportion is required by ny Txble Holder to purchse under Section 9.9 would be contrry to pplicble lw, the Corportion shll be obligted to purchse only the mximum number (rounded to the next lower multiple of 100 shres) of the First Preferred Shres, Second Series so to be purchsed which the Corportion determines it is then permitted to purchse. If t ny time the Corportion is obligted to purchse First Preferred Shres, Second Series under Section 9.9 from more thn one Txble Holder, such purchses will be mde pro rt (disregrding frctions of shres) ccording to the number of First Preferred Shres, Second Series which the Corportion is obligted to purchse from ech such Txble Holder nd the Corportion shll issue t its expense Second Series not so purchsed by the Corportion. If the Cor new certificte for the First Preferred Shres, portion hs cted in good fith in mking ny such determintion, it shll hve no libility in the event tht such determintion is inccurte. In cse the foregoing provisions of this Section 9.10 become pplicble then, notwithstnding the provisions of Section 5.2, the Corportion shll redeem on ech dividend pyment dte therefter upon the terms nd conditions pplicble to redemption under Section 9.4 such number of the First Preferred Shres, Second Series s the Corportion hs been required by Txble Holders to purchse (rounded to the next lower multiple of 100

22 21 ires) s the Corportion determines it is then permitted to redeem Notice to Corportion: Any notice from ny Txble Holder shll be sufficiently given if delivered or sent by registered mil, postge prepid, to the Corportion t its hed office ddressed to the ttention of the Secretry. Any notice so miled shll be deemed to hve been given on the third business dy fter the dte of miling.

23 AS 22 SECOND PREFERRED SHARES A CLASS The Second Preferred Shres, s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Directors' Rights to Issue in One or More Series The Second Preferred Shres my t ny time or from time to time be issued in one or more series, ech series to consist of such number of shres s my, before the issue thereof, be determined by resolution of the bord of directors of the Corportion. 2. Directors to Fix Terms of Ech Series The directors of the Corportion shll (subject s hereinfter provided) by resolution fix from time to time before the issue thereof the designtion, rights, privileges, restric tions nd conditions, nd other provisions ttching to the Second Preferred Shres of ech series including, without limiting the generlity of the foregoing (i) the rte, mount or method of clcultion of dividends nd whether such rte, mount or method shll be subject to chnge or djustment in the future, (ii) whether such dividends shll be cumultive, noncumultive or prtilly cumultive, (iii) the dte or dtes, mnner nd currency or currencies of pyment of such dividends, (iv) the dte or dtes from which such dividends shll ccrue, (v) the restrictions, if ny, respecting the pyment of dividends on ny Junior Shres (s hereinfter defined), (vi) the rights nd obligtions, if ny, of the Corportion to purchse Second Preferred Shres of such series or to redeem the sme nd the prices nd the other terms nd conditions of ny such purchse or redemption, (vii) the terms nd conditions of ny shre purchse pln or sinking fund or similr fund providing for the purchse or redemption of Second Preferred Shres of such series, (viii) the rights of retrction, if ny, vested in the holders of Second Preferred Shres of such series, nd the prices nd the other terms nd conditions of ny rights of retrction, nd whether ny dditionl rights of retrction my be vested in such holders in the future, (ix) the rights of conversion nd/or exchnge, if ny, of Second Preferred Shres of such series, nd the rtes nd the other terms nd conditions of ny such rights, (x) voting rights, if ny, ttched to the Second Preferred Shres of such series in ddition to the voting rights of the holders of the Second Second Preferred Shres s clss s referred to in Articles 6 nd 7 below, nd (xi) the preferences over the Junior Shres with respect to the distribution of ssets of the Corportion in the event of the liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or in the event of ny other distribution of ssets of the Corportion the

24 23.long its shreholders for the purpose of winding up its ffirs; "Junior Shres" mens the Common Shres nd ny other shres of the Corportion rnking junior to the Second Preferred Shres with respect to the pyment of dividends nd with respect to the distribution of ssets in the event of the liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or in the event of ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs. 3. Subordintion to First Preferred.Shres nd Preference Over Junior Shres The Second Preferred Shres of ech series shll (i) rnk fter the First Preferred Shres to the extent tht there is conflict between the preferences, priorities nd rights ttching to the two clsses of preferred shres nd (ii) shll be entitled to preferences (s set forth in the provisions ttching to such series) over the Junior Shres, () with respect to priority in the pyment of dividends nd (b) with respect to priority in the distribution of ssets of the Corportion in the event of the liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or in the event of ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs; provided tht, subject to Article 4 below, the Second Preferred Shres of ech series my be given such other preferences over the Junior Shres s my be fixed by the bord of directors s to the respective series uthorized to be issued. 4. Prity of Second Preferred Shres The Second Preferred Shres of ech series shll rnk on prity with the Second Preferred Shres of every other series with respect to priority in the pyment of dividends nd with respect to priority in the distribution of ssets of the Corportion in the event of the liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or in the event of ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs. When ny fixed cumultive dividends or mounts pyble on return of cpitl re not pid in full, the Second Preferred Shres of ll series shll prticipte rfcbly in respect of such dividends, including ccumultions, if ny, in ccordnce with the sums which would be pyble on the sid shres if ll such dividends were declred nd pid in full, nd on ny return of cpitl in ccordnce with the sums which would be pyble sums so pyble were pid in on such return of cpitl if ll full.

25 24 Voting Except s required by lw, the holders of the Second Preferred Shres s clss shll hve no voting rights. 6. Amendments The provisions ttching to the Second Preferred Shres s clss my be mended or repeled t ny time or from time to time with such pprovl s my then be required by lw to be given by the holders of the Second Preferred Shres s clss. 7. Approvl of Holders of Second Preferred Shres As regrds ny mtter upon which the holders of the Second Preferred Shres s clss hve voting rights, on ny poll tken t ny meeting of the holders of the Second Preferred Shres s clss, or t ny joint meeting of the holders of two or more series of the Second Preferred Shres, ech holder of Second Preferred Shres entitled to vote theret shll hve 1/100 of vote in respect of ech $1.00 ttributble to the Second Preferred Shres held by him in the stted cpitl ccount mintined by the Corportion in respect of the Second Preferred Shres. Frctionl votes shll not be voted on ny poll. Subject to the foregoing, the formlities to be observed with respect to the giving or wiver of notice of nd voting t ny such meeting (including, without in ny wy limiting the generlity of the foregoing, the record dtes for the giving of notice nd the entitlement to vote), the quorum therefor nd the conduct thereof shll be those from time to time prescribed by the by lws of the Corportion with respect to generl meetings of shreholders. 8. Arrngement nd Reorgniztion Neither ny mlgmtion, rrngement or reorgniztion, nor ny sle, lese or exchnge of il or substntilly ll of the ssets of the Corportion, shll be deemed to be liquid tion, dissolution or winding up of the Corportion within the mening of these Articles.

26 25 SECOND PREFERRED SHARES FIRST SERIES The first series of the sid clss of Second Preferred Shres consists of 300,000 shres without nominl or pr vlue, designted Second Preferred Shres, First Series which, in ddition to the rights, privileges, restrictions nd conditions ttching to the Second Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Dividends () (b) (c) (d) (e) 1.1 Definitions: For the purposes of these provisions: "verge prime rte" for ny dividend pyment period mens the rithmetic men (rounded to the nerest 0.01%) of prime rte for ech dy during such period other lst 15 thn the the dys thereof; "business dy" mens dy other thn Sturdy, Sundy or ny other dy tht is sttutory holidy in the province where the Corportion hs its principl office; "dividend pyment dte" mens the 1st dy of Mrch, June, September nd December in ech yer; "dividend pyment period" mens period beginning on dividend pyment dte nd ending on the dy immeditely prior to the next subsequent dividend pyment dte; "dividend rte" for ny dividend pyment period mens the sum of (A).50% (during the period from dte of issunce to November 30, 1981), (B).75% (during the period from December 1, 1981 to November 30, 1985), or (C).875% (on nd fter December 1, 1985) plus 1/2 of the verge prime rte for the immeditely preceding dividend pyment period; provided tht, (i) for the period beginning on the dte on which the Second Preferred Shres, First Series re first issued nd ending on My 31, 1979 such verge prime rte shll be the rithmetic men (rounded to the nerest 0.01%) of the prime rte for ech dy during the period from the dte of issunce to My 25, 1979, inclusive; nd

27 26 (f) (ii) in the event the bord of directors of the Corportion fils to declre nd py ny dividend s provided in Section 1.2, the dividend rte for ny dividend pyment period will be the sum of (x) the pplicble percentge stipulted bove in this cluse (e), (y).75% nd (z) 1/2 of the verge prime rte for the immeditely preceding dividend pyment period; such dividend rte to be effective for the dividend pyment period for which no dividend ws pid nd the subsequent period of time ending on the dy immeditely preceding the dte of pyment of the dividend rrers; "prime rte" for ny dy mens the rte of interest, expressed n n nnul rte, reported by the Cndin Imperil Bnk of Commerce or its successors to be the lowest rte of interest chrged by it on such dy on demnd lons in Cndin currency to its most creditworthy commercil customers in Cnd Pyment of Dividends: The holder of Second Preferred Shres, First Series shll be entitled to receive, nd the Corportion shll py thereon, s nd when declred by the bord of directors out of moneys of the Corportion properly pplicble to the pyment of dividends, (nd subject to the prior pyment of ll dividends on the First Preferred Shres of the Corportion) cumultive preferentil csh dividends in the mounts determined from time to time in ccordnce with the provisions hereof. Dividends on the Second Preferred Shres, First Series shll ccrue on dytody bsis from nd including the dte of issue thereof to nd including the dy immeditely preceding dividend pyment dte nd shll be pyble on ech dividend pyment dte to the holders of record t the close of business on the 10th business dy preceding such dividend pyment dte. Cheques drwn on Cndin chrtered bnk nd pyble t pr t ny brnch in Cnd of such bnk shll be issued in respect of such dividends to the holders of the Second Preferred Shres, First Series entitled thereto nd shll be miled on or before the 3rd business dy preceding the pplicble dividend pyment dte. The miling of such cheques shll stisfy nd dischrge ll libility for such dividends to the extent of the sums represented thereby, unless such cheques re not pid on due presenttion. If on ny dividend pyment dte dividends pyble on such dte re not pid in full on ll the Second Preferred Shres, First Series then issued nd outstnding, such dividends or the unpid prt thereof shll be pid on subsequent dte or dtes determined The holders of the Second Preferred Shres, by the directors. First Series shll not be entitled to ny dividends other thn or in excess of the dividends provided for in this Article 1. A dividend which is represented by cheque which hs not been presented for pyment within 6 yers fter it ws issued or tht otherwise remins unclimed for period of 6 yers from

28 27,e dte on which it ws declred to be pyble nd set prt for pyment shll be forfeited to the Corportion. 1.3 Amount of Dividends: Subject s hereinfter provided, the mount of the dividend pyble on ny dividend pyment dte on ny Second Preferred Shre, First Series then outstnding shll be equl to the mount (rounded to the nerest $ ) clculted by pplying the dividend rte for the dividend pyment period ending on the dy before such dividend pyment dte to $100 nd multiplying the result by frction of which the numertor is the lesser of (i) the number of dys such shre hs been outstnding nd (ii) the number of dys in such dividend pyment period, nd the denomintor is the number of dys in the clendr yer in which such dividend pyment dte flls. The dividend pyble on ny dividend pyment dte to ny holder of Second Preferred Shres, First Series shll be clculted by multiplying the mount of the dividend pyble on such dte on ech such shre then held by such holder by the totl number of Second Preferred Shres, First Series so held by such holder nd rounding to the nerest $0.01. For the purposes of clculting the mounts of the dividends pyble on June 1, 1979 nd September 1, 1979, the period beginning on the dte on which ny Second Preferred Shres, First Series re first issued nd ending on My 31, 1979 shll be deemed to be dividend pyment period. For the purposes of clculting the mount of the dividend pyble on ny dy other thn dividend pyment dte, the provisions of the first nd second prgrphs of this Section 1.3 shll pply muttis mutndis nd the period beginning on the immeditely preceding dividend pyment dte nd ending on the dy immeditely preceding the dte of such dividend pyment shll be deemed to be dividend pyment period. 1.4 Notifiction of Dividend Rte: On or before ech dividend pyment dte the Corportion shll give notice to ech holder of Second Preferred Shres, First Series then outstnding of the dividend rte for the dividend pyment period beginning on such dividend pyment dte nd the prticulrs of the clcul tion thereof. 2. Retrction Privilege A registered holder of Second Preferred Shres, First Series shll be entitled, subject to ny greement mde between the Corportion nd such holder, to require the Corportion to redeem t ny time or times ll or ny of the Second Preferred Shres, First Series registered in the nme of such holder on the books of the Corportion by tendering to the Corportion t its hed office shre certificte representing the Second

29 28 eferred Shres, First Series which the registered holder desires to hve the Corportion redeem together with request in writing specifying (i) tht the registered holder desires to hve the Second Preferred Shres, First Series represented by such certificte redeemed by the Corportion nd (ii) the business dy (in this prgrph referred to s the "redemption dte") on which the holder desires to hve the Corportion redeem such Shres. Request in writing shll specify redemption dte which shll be not less thn 30 dys fter the dy on which the request in writing is given to the Corportion. Upon receipt of shre certificte representing the Second Preferred Shres, First Series which the registered holder desires to hve the Corportion redeem together with such request the Corportion shll on the redemption dte redeem such Shres by pying to such registered holder n mount equl to $100 times the number of Shres being redeemed plus ll ccrued nd unpid dividends thereon, which for such purpose shll be clculted s if such dividends were ccruing for the period from the expirtion of the lst qurterly period for which dividends hve been pid in full up to but not including the redemption dte. Such pyment shll be mde by cheque pyble t pr t ny brnch of the Corportion's bnkers for the time being in Cnd. The sid Second Preferred Shres, First Series shll be redeemed on the redemption dte nd from nd fter the redemption dte such shres shll cese to be entitled to dividends nd the holders thereof shll not be entitled to exercise ny of the rights of holders of preferred shres in respect thereof unless pyment of the redemption price is not mde on the redemption dte, in which event the rights of the holders of the sid shres shll remin unffected. 3. Redemption nd Purchse for Cncelltion 3.1 Right to Redeem or Purchse for Cncelltion; Subject to the provisions of this Article 3 nd of the Cnd Business Corportions Act, nd to Article 10, the Second Preferred Shres, First Series my be redeemed or purchsed for cncelltion by the Corportion. 3.2 Redemption Right: Subject to Sections 3.1, 3.8 nd 6.2, the Corportion my, t its option, redeem t ny time ll or from time to time ny of the outstnding Second Preferred Shres, First Series on pyment of the redemption price s provided in Section 3.3. If less thn ll of the outstnding Second Preferred Shres, First Series re to be redeemed, the shres to be redeemed shll be selected s nerly s my be on pro rt bsis (to the nerest 100 shres) ccording to the number of Second Preferred Shres, First Series registered in the nme of ech holder, in such mnner s the bord of directors in its sole discretion shll by resolution determine. 3.3 Redemption Price: The redemption price t which ny Second Preferred Shres, First Series re redeemble shll be

30 29 (ii) ll ccrued nd unpid dividends,ie ggregte of (i) $100 nd thereon up to but not including the dte fixed for redemption. () (b) (c) 3.4 Redemption Procedure: Any notice of redemption of Second Preferred Shres, First Series shll be given by the Corportion to ech holder thereof not less thn 60 dys prior to the dte fixed for redemption. Accidentl filure or omission to give such notice to one or more of such holders shll not ffect the vlidity of such redemption. Such notice shll set out the redemption price, the dte f.ixed for redemption nd the plce of redemption nd, in cse of prtil redemption, the number or portion of ech holder's shres to be redeemed. On nd fter the dte fixed for redemption, the Corportion shll py or cuse to be pid the redemption price to or to the order of the holders of the Second Preferred Shres, First Series redeemed on presenttion nd surrender t the plce of redemption of the respective certifictes representing such shres nd the holders of the Second Preferred Shres, First Series clled for redemption shll cese to be entitled to dividends or to exercise ny of the rights of holders in respect thereof unless pyment of the redemption price shll not be mde in ccordnce with the foregoing provisions, in which cse the rights of the holders shll remin unimpired. The Corportion shll hve the right t ny time fter miling notice of redemption to deposit the redemption price of the shres thereby clled for redemption, or such prt thereof s t the time of deposit hs not been climed by the shreholders entitled thereto, in ny Cndin chrtered bnk or trust compny in Cnd specified in the notice of redemption or in subsequent notice to the holders of the shres in respect of which the deposit is mde, in specil ccount for the holders of such shres, nd upon such deposit being mde or upon the dte fixed for redemption, whichever is the lter, the Second Preferred Shres, First Series in respect of which such deposit shll hve been mde shll be deemed to be redeemed nd the rights of ech holder thereof shll be limited to receiving, without interest, his proportionte prt of the redemption price so deposited upon presenttion nd surrender of the certifi ctes representing his shres so redeemed. Any interest on such deposit shll belong to the Corportion. (d) If less thn ll the Second Preferred Shres, First Series represented by ny certificte shll be redeemed, new certificte for the blnce shll be issued t the Corportion's expense.

31 Purchse for Cncelltion: The Corportion my purchse for cncelltion t ny time ll or from time to time ny number of the outstnding Second Preferred Shres, First Series in the mrket, or by privte contrct, or upon recognized stock exchnge if listed thereon, or pursunt to tenders received by the Corportion upon n invittion for tenders ddressed to ll holders of Second Preferred Shres, First Series, t price not exceeding $100 per shre plus ll ccrued nd unpid dividends thereon up to but not including the dte of purchse, plus in ll cses resonble costs of purchse. If upon ny invittion for tenders the Corportion receives tenders for Second Preferred Shres, First Series t the sme price in n ggregte number greter thn the number for which the Corportion is prepred to ccept tenders, the shres to be purchsed shll be selected from the shres offered t such price s nerly s my be on pro rt bsis (to the nerest 100 shres) ccording to the number of Second Preferred Shres, First Series offered in ech such tender, in such mnner s the bord of directors in its sole discretion shll by resolution determine. 3.6 Income Tx Act: If, t the time of mking n invittion for tenders, the bord of directors determines tht ny prt of the price to be pid by the Corportion in respect of ny Second Preferred Shres, First Series to be purchsed which constitutes repyment of pidup cpitl would, for the purposes of the Income Tx Act (Cnd) s mended or reencted from time to time, be deemed to hve been pid s dividend the Corportion shll so indicte in its invittion for tenders nd shll describe the circumstnces in which such deemed dividend would occur. 3.7 Cncelltion of Shres Redeemed or Purchsed; Second Preferred Shres, First Series redeemed or purchsed by the Corportion shll be cncelled nd shll not be reissued. 3.8 Limittion on Redemption Right; The Corportion shll not redeem the Second Preferred Shres, First Series, in whole or in prt, pursunt to the provisions of Section 3.2 from or in nticiption of the proceeds of preferred shres hving terms nd conditions substntilly similr to those of the Second Preferred Shres, First Series, directly or indirectly issued on the or to be issued by the Corportion or ny ffilite if, fifth business dy next preceding the dte on which notice of such redemption is given, such preferred shres hve, or if they were not then outstnding would hve, n effective dividend cost to the Corportion or such ffilite, determined in ccordnce with generlly ccepted finncil prctice, less thn the effective dividend cost of the Second Preferred Shres, First Series. Notice of ny redemption pursunt to the provisions of Section 3.2 shll be ccompnied by certified copy of the resolution of the bord of directors of the Corportion declring tht

32 31 jch redemption is not being effected from or in nticiption of such proceeds. In this Section 3.8, "ffilite" mens ny person directly or indirectly controlling, controlled by or under direct or indirect common control with, the Corportion, nd for such purpose "controlling" mens possessing, directly or indirectly, the power to direct or ffect the direction of the mngement nd policies of corportion, whether through ownership of voting shres (s defined in Section 6.4), contrct or otherwise nd "controlled" nd "control" hve corresponding mening. 4. Voting Rights Except s otherwise provided herein or in Prt E hereof, the holders of Second Preferred Shres, First Series shll not be entitled s such to receive notice of or to ttend or to vote t ny meeting of shreholders of the Corportion. In the event tht the 4 Corportion fils to py qurterly dividends on ny Second Preferred Shres, First Series, whether or not consecutive, the holders of the Second Preferred Shres, First Series shll hve the right to receive notice of nd to ttend ech meeting of shreholders of the Corportion t which members of the bord of directors re to be elected nd which tkes plce more thn 60 dys fter the dte on which the filure first occurs (other thn seprte meeting of the holders of nother series or clss of shres) nd such holders shll lso hve the right t ny such meeting, voting seprtely, to elect 1 out of the totl number of directors of the Corportion, ech Second Preferred Shre, First Series entitling the holder thereof to 1 vote for such purpose, until ll rrers of dividends on the Second Preferred Shres, First Series shll hve been pid, whereupon such right shll cese unless nd until the sme shll gin rise under the provisions of this Article nd so on from time to time. The right of the holders of the Second Preferred Shres, First Series to elect 1 director of the Corportion shll not pply t ny such meeting if or to the extent tht 1 director of the Corportion whose term of office does not expire t the meeting hs been previously elected to the bord of directors by the holders of the Second Preferred Shres, First Series. Nothing contined herein shll, () (b) limit the right of the Corportion from time to time to increse or decrese the size of its bord of directors, or entitle the holders of the Second Preferred Shres, First Series to ny voting rights other thn for the election of 1 director of the Corportion s herein expressly provided.

33 32 If ny director of the Corportion elected by the holders of Second Preferred Shres, First Series shll die, resign or otherwise cese to be director of the Corportion otherwise thn due to the pyment of ll rrers of dividends on the Second Preferred Shres, First Series, such vcncy my be filled by the holders of Second Preferred Shres, First Series meeting nd voting s provided in the provisions ttching to the Second Preferred Shres s clss which re contined in Article 7 of Prt E hereof, which provisions shll pply muttis mutndis. 5. Finncil Sttements So long s ny of the Second Preferred Shres, First Series re outstnding, the Corportion shll send to the holders thereof, t the time of distribution to the other shreholders of the Corportion, copies of the Corportion's nnul udited finncil sttements nd of ll unudited finncil sttements distributed to its other shreholders generlly. 6. Restrictions on Dividends, Issue nd Retirement of Shres 6.1 Dividends on nd Retirement of Junior nd Equl Shres: Without the pprovl of the holders of the Second Preferred Shres, First Series given in ccordnce with Article 9: () (b) the Corportion, shll not declre, py or set prt moneys for the pyment of, ny dividends (other thn stock dividends in shres of the Corportion rnking junior to the Second Preferred Shres, First Series) on ny shres of the Corportion rnking junior to the Second Preferred Shres, First Series or eqully with the Second Preferred Shres, First Series (other thn other Second Preferred Shres); nd the Corportion shll not cll for redemption, redeem, purchse or otherwise retire for vlue ny shres rnking junior to the Second Preferred Shres, First Series; unless, in ech such cse, ll dividends ccrued on the outstnding Second Preferred Shres, First Series up to nd including the dividend pyble for the lst completed dividend pyment period shll hve been declred nd pid or set prt for pyment. 6.2 Redemption of Second Preferred Shres, First Series; Except in ccordnce with Article 2, the Corportion shll not, without the pprovl of the holders of the Second Preferred Shres, First Series given in ccordnce with Article 9, redeem ny Second Preferred Shres, First Series t ny time if ny prt of the redemption price which constitutes repyment of pidup cpitl would, for purposes of the Income Tx Act (Cnd) s mended or reencted from time to time

34 33 ) be deemed to hve been pid s dividend which is subject to income tx in the hnds of ny such holders; or (b) give rise to txble cpitl gin in the hnds of ny holder of such shres who or whose predecessor shll hve continuously held such shres since their issunce. 6.3 Cretion nd Issue of Shres; Without pprovl given in ccordnce with the Cnd Business Corportions Act, the Corportion shll not: (b) () crete ny shres rnking eqully with or prior to the Second Preferred Shres, First Series; or issue ny dditionl Second Preferred Shres or ny shres rnking eqully with or prior to the Second Preferred Shres, First Series? provided, however, tht no pprovl of the holders of the Second Preferred Shres, First Series will be necessry for the cretion or issue of shres rnking eqully with the Second Preferred Shres, First Series when the consolidted net ernings of the Corportion for the 12month fiscl period of the Corportion next preceding such ction shll hve been t lest equl to 200% of the ggregte nnul dividend requirements on ll preferred shres of the Corportion to be outstnding; provided tht ny of such shres which hve been duly clled for redemption nd for the redemption whereof dequte provision hs been mde ssuring tht such shres will be redeemed within 35 dys fter such issue shll not be considered to be outstnding for the purposes of this prgrph. "Consolidted net ernings" for ny period mens the net profit (including extrordinry gins nd losses nd the tx effect thereof, if ny) of the Corportion nd its subsidiries for such period fter the following djustments: (i) (ii) interest chrges on indebtedness which will be eliminted or reduced by reson of the issunce of such eqully rnking shres shll be disregrded or djusted; nd net profits for the entire period of subsidiries which becme subsidiries subsequent to the commencement of such period shll be included; ll rrived t on consolidted bsis in ccordnce with generlly ccepted ccounting prctice. () 6.4 Definitions; In this Article 6, "rnking" refers to rnking with respect to the pyment of dividends or the distribution of ssets in the event

35 34 of liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry/ or ny other distribution of the ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs; (b) "subsidiry" mens ny corportion of which more thn 50% of the outstnding voting shres is owned, directly or indirectly, by the Corportion nd includes ny corportion in like reltion to subsidiry; nd (c) "voting shres" mens shres of cpitl stock of ny clss of ny corportion hving under ll circumstnces the right to elect t lest mjority of the bord of directors of such corportion, provided tht, for the purposes of this definition, shres which only crry the right to vote conditionlly on the hppening of n event shll not be considered voting shres. 7. Liquidtion, Dissolution or Winding Up In the event of the liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs,.the holders of the Second Preferred Shres, First Series shll (subject to the prior rights of the First Preferred Shres in tht respect) be entitled to receive in lwful money of Cnd the sum of $100 per shre plus ll ccrued nd unpid dividends up to but not including the dte of the distribution, the whole being pid before ny mount is pid or ny ssets of the Corportion re distributed to the holders of ny shres of ny clss rnking junior in tht regrd to the Second Preferred Shres, First Series. Upon pyment of the mounts so pyble to them, the holders of Second Preferred Shres, First Series shll not be entitled to shre in ny further distribution of ssets of the Corportion. 8. Notices nd Interprettion 8.1 Notices; Any notice, cheque, invittion for tenders or other communiction from the Corportion herein provided for shll be sufficiently given if delivered or if sent by regis tered mil, postge prepid, to the holders of the Second Preferred Shres, First Series t their respective ddresses ppering on the books of the Corportion or, in the event of the ddress of ny such holder not so ppering then t the lst ddress of such holder known to the Corportion. Any notice so miled shll be deemed to hve been given on the third business dy fter the dte of miling. In the event tht the number of registered holders of Second Preferred Shres, First Series exceeds 5, ccidentl filure to give ny such notice, invittion for tenders or other communiction to one or more holders of

36 35 e Second Preferred Shres, First Series shll not ffect the vlidity of the notices, invittions for tenders or other communic tions properly given or ny ction tken pursunt to such notice, invittion for tenders or other communiction but, upon such filure being discovered, the notice, invittion for tenders or other communiction, s the cse my be, shll be sent forthwith to such holder or holders. 8.2 Interprettion: In the event tht ny dy on which ny dividend on the Second Preferred Shres, First Series is pyble or by which ny other ction is required to be tken hereunder is not business dy, then such dividend shll be pyble or such other ction shll be required to be tken on the next succeeding dy tht is business dy. All references to dollrs herein re in Cndin funds. 9. Approvl of Holders of Second Preferred Shres, First Series Any pprovl required or permitted to be given by the holders of the Second Preferred Shres, First Series with respect to ny nd ll mtters referred to in Sections 6.1 nd 6.2 hereof shll be deemed to hve been sufficiently given if given by the holders of Second Preferred Shres, First Series s provided in the provisions ttching to the Second Preferred Shres s clss which re contined in Article 7 of Prt E hereof, which provisions shll pply, muttis mutndis, s though the term "Second Preferred Shres, First Series" ws used in the sid Article 7 of Prt E in plce of the term "Second Preferred Shres". 10. Tx Indemnifiction 10.1 Interprettion: For the purposes of this Article 10: "Txble Holder" mens ny registered holder or, in the cse of shres registered in the nme of nominee, ny beneficil owner, of Second Preferred Shres, First Series which is "public corportion" nd "txble Cndin corportion" for the purposes of the Income Tx Act (Cnd); nd Any reference to ny sttute shll be deemed to be reference to such sttute s mended or reencted from time to time Notice of Tx Amendment: In the event tht ny mendment to the Income Tx Act (Cnd) or The Corportions Tx Act (Ontrio) or to ny Regultion under either such sttute is encted or pssed which ffects the income tx tretment of the dividends on the Second Preferred Shres, First Series received or to be received by ny Txble Holder in such mnner tht ny income tx or corportion income tx is or would be pyble

37 36 ereon, such Txble Holder my give to the Corportion written notice stting tht it is Txble Holder nd tht such mendment hs been encted or pssed. Such notice my be given only within 30 dys fter the dte on which sid mendment comes into force, whether upon Royl Assent or dy fixed by proclmtion or otherwise s the cse my be Options Avilble to Corportion; Upon the giving of ny notice in ccordnce with Section 10.2, the Corportion my t its option, () (b) (c) redeem ll of the Second Preferred Shres, First Series in ccordnce with Section 10.4; or negotite lons to replce ll of Second Preferred Shres, First Series in ccordnce with Section 10.7; or negotite modifictions to the provisions of the Second Second Preferred Shres, First Series in ccordnce with Section Redemption t Corportion's Option; Subject to Section 6.2, the Corportion my, t its option, redeem t ny time ll of the outstnding Second Preferred Shres, First Series on pyment of the redemption price s provided in Section The provisions of Section 3.4 shll pply to such redemption except tht notice of such redemption (unless wived in writing by the holders of ll of the Second Preferred Shres, First Series) shll be given by the Corportion not less thn 30 dys nor more thn 40 dys prior to the dte fixed for redemption Redemption or Purchse Price; The price t which ny Second Preferred.Shre, First Series is redeemble pursunt to Section 10.4 or 10.7 or shll be purchsed pursunt to Section 10.9 shll be the ggregte of () $100; (b) (c) ll ccrued nd unpid dividends thereon up to but not including the dte fixed for redemption or the dte of purchse, s the cse my be; nd n dditionl mount which, fter deducting therefrom n mount equl to the tx pid or pyble thereon by the Txble Holder of such shre, will equl the mount of tx pid or pyble by such Txble Holder in respect of dividends on such shre from the dte on which the mendment (notice of which ws given to the Corportion pursunt to Section 10.2) commences to ffect the income tx tretment of dividends on the Second Preferred Shres, First Series

38 37. to the dte fixed for redemption thereof or the dte of sle or purchse thereof, s the cse my be. For the purposes of prgrph (c) of this Section, the mount of ny tx referred to therein rising in connection with the Second Preferred Shres, First Series held or owned by ny Txble Holder shll be conclusively determined by report of the chrtered ccountnt or ccountnts for the time being holding ppointment s uditors of such Txble Holder given to the Corportion not less thn 10 business dys prior to the dte fixed for redemp tion.or the dte of sle or purchse, s the cse my be, of firm such shres or, filing such report, by the report of of independent chrtered ccountnts ppointed by the Corportion nd pproved by such Txble Holder who will mke vilble to such ccountnts ll informtion resonbly necessry to mke such determintion Conflict of Redemption Provisions; In cse of conflict between the provisions of Section 10.4 nd the provisions of Article 3, including, without limittion, Section 3.3, the provi sions of Section 10.4 shll tke precedence. If ny redemption of Second Preferred Shres, First Series hs been completed prior to the Corportion becoming entitled to exercise its right of redemption under Section 10.4 nd the income tx tretment of the dividends pid thereon (whether s prt of the redemption price or otherwise) is ffected in the mnner described in Section 10.2, the Corportion shll, within 10 dys fter report of ccountnts of the nture described in Section 10.5 is given to the Corportion, py to the holder of such redeemed Second Preferred Shres, First Series the dditionl mount which would hve been pyble to such holder pursunt to prgrph (c) of Section 10.5 if such shres hd been redeemed pursunt to such Section Negotition for Lons: By notice sent to the holders of Second Preferred Shres, First Series, the Corportion my initite negotitions with the holders of the Second Preferred Shres, First Series for lons in n ggregte mount equl to the ggregte pr vlue of the Second Preferred Shres, First Series, which lons re to be mde by the holders of such shres to the Corportion in the proportion which the Second Preferred Shres, First Series registered in the nmes of such respective holders is of the ggregte number of Second Preferred Shres, First Series outstnding on the redemption of the whole of the Second Preferred Shres, First Series s contemplted in this Section. Upon the execution nd delivery by ll holders of Second Preferred Shres, First Series nd the Corportion of commitment for such lons (which commitment, mong other things, shll fix the time nd plce t which the lons therein provided for must be consummted filing which the commitment shll become void), the Corportion shll t the time nd plce of the consummtion

39 38 such lons in ccordnce with such commitment redeem ll or the Second Preferred Shres, First Series on pyment of the redemption price s provided in Section Negotition for Modifiction of Terms nd Conditions: By notice sent to the holders of Second Preferred Shres, First Series, the Corportion my initite negotitions with the holders of the Second Preferred Shres, First Series with view to the modifiction of the rights,, restrictions, conditions nd limittions ttching to the Second Preferred Shres, First Series (including without limittion, n incresed rte of dividend) Upon the execution nd delivery by ll holders of Second Preferred Shres, First Series nd the Corportion of n greement respecting such modifiction, the Corportion shll tke ll such steps s re necessry so tht the rticles of the Corportion shll be mended to effect the modifiction so greed upon within 40 dys fter the dte of execution nd delivery of the sid greement Purchse t Option of Txble Holder: Upon the giving of ny notice in ccordnce with Section 10.2, ny Txble Holder my, t its option, by written notice to the Corportion given t ny time except during the intervl between: () the execution nd delivery of lon commitment pursunt to Section 10.7 or of n greement pursunt to Section 10.8, s the cse my be; nd (b) if Section 10.7 pplies, the expirtion of the time within which, ccording to such lon commitment, the lons therein provided for must be consummted filing which the commitment shll become void or, if Section 10.8 pplies, the expirtion of the time limited thereunder for the mendment to the rticles; require the Corportion to purchse on specified business dy not less thn 30 dys nor more thn 40 dys fter the giving of such notice, ll of the Second Preferred Shres, First Series registered in the nme of such Txble Holder. Upon receipt by the Corportion of such notice from ny Txble Holder, the Corportion shll purchse on the dte so specified ll of the Second Preferred Shres, First Series registered in the nme of or owned by such Txble Holder by pyment of the purchse price therefor by certified cheque pyble to or to the order of such Txble Holder upon delivery of duly endorsed shre certificte(s) representing such shres Purchse Subject to Applicble Lw: If the purchse of ny Second Preferred Shres, First Series which the Corportion is required by ny Txble Holder to purchse under Section 10.9 would be contrry to pplicble lw, the Corportion shll be obligted to purchse only the mximum number (rounded to

40 39 ie next lower multiple of 100 shres) of the Second Preferred Shres, First Series so to be purchsed which the Corportion determines it is then permitted to purchse. If t ny time the Corportion is obligted to purchse Second Preferred Shres, First Series under Section 10.9 from more thn one Txble Holder, such purchses will be mde pro rt (disregrding frctions of shres) ccording to the number of Second Preferred Shres, First Series which the Corportion is obligted to purchse from ech such Txble Holder nd the Corportion shll issue t its expense new certificte for the Second Preferred Shres, First Series not so purchsed by the Corportion. If the Corportion hs cted in good fith in mking ny such determintion, it shll hve no libility in the event tht such determintion is inccurte. In cse the foregoing provisions of this Section become pplicble then, notwithstnding the provisions of Section 6.2, the Corportion shll redeem on ech dividend pyment dte therefter upon the terms nd conditions pplicble to under Section 10.4 such number of the Second Preferred Shres, First Series s the Corportion hs been required by Txble Holders to purchse (rounded to the next lower multiple of 100 shres) s the Corportion determines it is then permitted to redeem. redemption Notice to Corportion; Any notice from ny Txble Holder shll be sufficiently given if delivered or sent by registered mil, postge prepid, to the Corportion t its hed office ddressed to the ttention of the Secretry. Any notice so miled shll be deemed to hve been given on the third business dy fter the dte of miling.

41 SECOND 40 r SECOND PREFERRED SHARES SERIES The second series of the sid clss of Second Preferred Shres consists of 250,000 shres without nominl or pr vlue designted Second Preferred Shres, Second Series which, in ddition to the rights, privileges, restrictions nd conditions ttching to the Second Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Dividends 1.1 Definitions: For the purposes of these provisions: () "verge prime rte" for ny dividend pyment period mens the rithmetic men (rounded to the nerest 0.01%) of the prime rte for ech dy during such period other thn the lst 15 dys thereof; (b) "business dy" mens dy other thn Sturdy, Sundy or ny other dy tht is sttutory holidy in the province where the Corportion hs its principl office; (c) "dividend pyment dte" mens the 1st dy of Mrch, June, September nd December in ech yer; (d) "dividend pyment period" mens period beginning on dividend pyment dte nd ending on the dy immedi tely prior to the next subsequent dividend pyment dte; (e) "dividend rte" for ny dividend pyment period mens the sum of 1.25% nd 1/2 of the verge prime rte for the immeditely preceding dividend pyment period; provided tht, (i) (ii) for the period beginning on the dte on which the Second Preferred Shres, Second Series re first issued nd ending on November 30, 1979 such verge prime rte shll be the rithmetic men (rounded to the nerest 0.01%) of the prime rte for ech dy during the period from the dte of issue to November 23, 1979, inclusive; nd in the event the bord of directors of the Cor portion fils to declre nd py ny dividend s provided in Section 1.2, the dividend rte for ny dividend pyment period will be the sum of 2% nd 1/2 of the verge prime rte for the immeditely preceding dividend pyment period;

42 41 (f) such dividend rte to be effective for the dividend pyment period for which no dividend ws pid nd the subsequent period of time ending on the dy immeditely preceding the dte of pyment of the dividend rrers; "prime rte" for ny dy mens the rte of interest, expressed n n nnul rte, reported by the Cndin Imperil Bnk of Commerce or its successors.to be the lowest rte of interest chrged by it on such dy on demnd lons in Cndin currency to its most creditworthy commercil customers in Cnd; nd (g) "retrction dte" mens December 1, Pyment of Dividends; The holder of Second Preferred Shres, Second Series shll be entitled to receive, nd the Corportion shll py thereon, s nd when declred by the bord of directors out of moneys of the Corportion properly pplicble to the pyment of dividends, (nd subject to the prior pyment of ll dividends on the First Preferred Shres) cumultive preferentil csh dividends in the mounts determined from time to time in ccordnce with the provisions hereof. Dividends on the Second Preferred Shres, Second Series shll ccrue on dytody bsis from nd including the dte of issue thereof to nd including the dy immeditely preceding dividend pyment dte nd shll be pyble on ech dividend pyment dte to the holders of record t the close of business on the 10th business dy preceding such dividend pyment dte. Cheques drwn on Cndin chrtered bnk nd pyble t pr t ny brnch in Cnd of such bnk shll be issued in respect of such dividends to the holders of the Second Preferred Shres, Second Series entitled thereto nd shll be miled on or before the 3rd business dy preceding the pplicble dividend pyment dte. The miling of such cheques shll stisfy nd dischrge ll libility for such dividends to the extent of the sums represented thereby, unless such cheques on ny dividend pyment re not pid on due presenttion. If dte dividends pyble on such dte re not pid in full ll the on Second Preferred Shres, Second Series then issued nd outstnding, such dividends or the unpid prt thereof shll be pid on subsequent dte or dtes determined by the directors. The holders of the Second Preferred Shres, Second Series shll not be entitled to ny dividends other thn or in excess of the A dividends provided for in this Article 1. dividend which is represented by cheque which hs not been presented for pyment within 6 yers fter it ws issued or tht otherwise remins unclimed for period of 6 yers from the dte on which it ws declred to be pyble nd set prt for pyment shll be forfeited to the Corportion. 1.3 Amount of Dividends: Subject s hereinfter provided, the mount of the dividend pyble on ny dividend pyment dte

43 42 i ny Second Preferred Shre, Second Series then outstnding shll be equl to the mount (rounded to the nerest $ ^ clculted by pplying the dividend rte for the dividend pyment period ending on the dy before such dividend pyment dte to $100 nd multiplying the result by frction of which the numertor is the lesser of (i) the number of dys such shre hs been outstnding nd (ii) the number of dys in such dividend pyment period, nd the denomintor is the number of dys in the clendr yer in which such dividend pyment dte flls. The dividend pyble on ny dividend pyment dte to ny holder of Second Preferred Shres, Second Series shll be clculted by multiplying the mount of the dividend pyble on such dte on ech such shre then held by such holder by the totl number of Second Preferred Shres, Second Series so held by such holder nd rounding to the nerest $0.01. For the purposes of clculting the mounts of the dividends pyble on December 1, 1979 nd Mrch 1, 1980 the period beginning on the dte on which ny Second Preferred Shres, Second Series re first issued nd ending on November 30, 1979 shll be deemed to be dividend pyment period. For the purposes of clculting the mount of the dividend pyble on ny dy other thn dividend pyment dte, the provisions of the first nd second prgrphs of this Section 1.3 shll pply muttis mutndis nd the period beginning on the immeditely preceding dividend pyment dte nd ending on the dy immeditely preceding the dte of such dividend pyment shll be deemed to be dividend pyment period. 1.4 Notifiction of Dividend Rte: On or before ech dividend pyment dte the Corportion shll give notice to ech holder of Second Preferred Shres, Second Series then outstnding of the dividend rte for the dividend pyment period beginning on such dividend pyment dte nd the prticulrs of the clcul tion thereof. 2. Retrction Privilege 2.1 Requirement to Invite Tenders: Not less thn 90 dys prior to the retrction dte, the Corportion shll mke n invittion for tenders to ll holders of Second Preferred Shres Second Series inviting them to tender for the purchse by the Corportion on such retrction dte, subject to the provisions of Section 2.4, of ll or ny prt (t the holders' option) of their Second Preferred Shres, Second Series, t price per shre of $100 plus ll unpid dividends thereon up to but not including such retrction dte. 2.2 Chnges in Provisions; In connection with the invittion for tenders mde pursunt to Section 2.1, the directors of the

44 43 rportion my by resolution, without the pprovl of the holders of the Second Preferred Shres, Second Series but subject to nd in complince with pplicble lw, mke chnges in the design tion of nd the rights, restrictions, conditions nd limittions ttching to the Second Preferred Shres, Second Series including, without limittion, chnges in the dividends pyble thereon, which chnges shll be effective from the retrction dte, if: () (b) in such invittion for tenders the Corportion gives notice of its intention to mke such chnges nd. gives full prticulrs of such chnges; nd the Corportion is not precluded by pplicble lw from purchsing on such retrction dte ll Second Preferred Shres, Second Series then outstnding. 2.3 Tendering Procedure: () In order to tender pursunt to n invittion for tenders mde by the Corportion pursunt to Section 2.1, holder of Second Preferred Shres, Second Series shll, not less thn 60 dys prior to the retrction dte, deposit the certificte or certifictes representing the Second Preferred Shres, Second Series to be tendered with the trust compny nmed in the invittion for tenders (the "Trust Compny"), whose fees shll be pid by the Corportion. Such deposit shll constitute the irrevocble instruction of the holder of such shres to the Trust Compny, (i) (ii) (iii) (iv) either to tender such shres to the Corportion for purchse by it on such retrction dte or, if such holder so instructs the Trust Compny in writing t the time of such deposit, to so tender such shres only if ll uthoriztions required by pplicble lw to effect the chnges in the provisions ttching to the Second Preferred Shres, Second Series s described in the invittion for tenders re not obtined on or before such retrction dte; to receive from the Corportion the purchse price of the shres so tendered; to remit forthwith such purchse price to such holder; nd to return forthwith to such holder the certificte or certifictes representing the Second Preferred Shres, Second Series so deposited by such holder but not so tendered to or purchsed by the Corportion

45 44 (b) To the extent permitted by pplicble lw, the Corportion shll ccept ll tenders of Second Preferred Shres, Second Series nd purchse the shres so tendered. (c) Upon pyment of the purchse price of the Second Preferred Shres, Second Series so tendered nd purchsed, the holders thereof shll cese to be entitled to dividends or to exercise ny rights of holders in respect thereof. (d) If. holder of Second Preferred Shres, Second Series wishes to tender prt only of the shres represented by ny certificte so deposited the holder my, t the time of such deposit, instruct the Trust Compny in writing s to the number of Second Preferred Shres, Second Series with respect to which the irrevocble instruction to tender is being mde nd instruct the Trust Compny to rrnge to hve issued nd delivered to such holder, t the expense of the Corportion, new certificte for the Second Preferred Shres, Second Series which re not to be tendered. 2.4 Purchse Subject to Applicble Lws; If the purchse by the Corportion of ll Second Preferred Shres, Second Series tendered pursunt to n invittion for tenders would be contrry to pplicble lw, the Corportion shll be obligted to purchse only the mximum number of Second Preferred Shres, Second Series so tendered (rounded to the next lower multiple of 100 shres) which the Corportion determines it is then permitted to purchse. Such purchses will be mde pro rt (disregrding frctions of shres) ccording to the number of Second Preferred Shres, Second Series tendered by ech such holder nd the Corportion shll issue t its expense new certifictes representing the Second Preferred Shres, Second Series not purchsed by the Corportion. If the Corportion hs cted in good fith in mking ny such determintion, it shll hve no libility in the event tht such determintion is inccurte. 2.5 Covennt to Redeem: In the event tht the purchse by the Corportion on the retrction dte of ll Second Preferred Shres, Second Series tendered pursunt to n invittion for tenders would be contrry to pplicble lw then, notwithstnding the provisions of Section 6.2, the Corportion shll redeem in ccordnce with Article 3 on ech dividend pyment dte therefter such number of Second Preferred Shres, Second Series so tendered (rounded to the next lower multiple of 100 shres) s the Corportion determines it is then permitted to redeem. 3. Redemption nd Purchse for Cncelltion 3.1 Right to Redeem or Purchse for Cncelltion: Subject to the provisions of this Article 3, nd of the Cnd Business

46 45 >rportions Act, the Second Preferred Shres, Second Series my be redeemed or purchsed for cncelltion by the Corportion. 3.2 Redemption Right; Subject to Sections 3.1 nd 6.2, the Corportion my, t its option, redeem t ny time ll or from time to time ny of the outstnding Second Preferred Shres, Second Series on pyment of the redemption price s provided in Section 3.3. If less thn ll of the outstnding Second Preferred Shres, Second Series re to be redeemed, the shres to be redeemed shll be selected s nerly s my be on pro rt bsis (to the nerest 100 shres) ccording to the number of Second Preferred Shres, Second Series registered in the nme of ech holder, in such mnner s the bord of directors in its sole discretion shll by resolution determine. 3.3 Redemption Price: The redemption price t which ny Second Preferred Shres, Second Series re redeemble shll be the ggregte of (i) $100 nd ccrued up to but not including the dte fixed for redemption. 3.4 Redemption Procedure; () (b) (c) (ii) ll unpid dividends thereon Any notice of redemption of Second Preferred Shres, Second Series shll be given by the Corportion to ech holder thereof not less thn 60 dys prior to the dte fixed for redemption. Accidentl filure or omission to give such notice to one or more of such holders shll not ffect the vlidity of such redemption. Such notice shll set out the redemption price, the dte fixed for redemption nd the plce of redemption nd, in cse of prtil redemption, the number or portion of ech holder's shres to be redeemed. On nd fter the dte fixed for redemption, the Corportion shll py or cuse to be pid the redemption price to or to the order of the holders of the Second Preferred Shres, Second Series redeemed on presenttion nd surrender t the plce of redemption of the respective certifictes representing such shres nd the holders of the Second Preferred Shres, Second Series clled for redemption shll cese to be entitled to dividends or to exercise ny of the rights of holders in respect thereof unless pyment of the redemption price shll not be mde in ccordnce with the foregoing provisions, in which cse the rights of the holders shll remin unimpired. The Corportion shll hve the right t ny time fter miling price of the shres thereby clled for redemption, or such prt thereof s t the time of deposit hs notice of redemption to deposit the redemption

47 46 (d) not been climed by the shreholders entitled thereto, in ny Cndin chrtered bnk or trust compny in Cnd specified in the notice of redemption or in subsequent notice to the holders of the shres in respect of which the deposit is mde, in specil ccount for the holders of such shres, nd upon such deposit being mde or upon the dte fixed for redemption, whichever is the lter, the Second Preferred Shres, Second Series in respect of which such deposit shll hve been mde shll be deemed to be redeemed nd the rights of ech holder thereof shll be limited to receiving, without interest, his proportionte prt of the redemption price so deposited upon presenttion nd surrender of the certifictes representing his shres so redeemed. Any interest on such deposit shll belong to the Corportion. If less thn ll the Second Preferred Shres, Second Series represented by ny certificte shll be redeemed, new certificte for the blnce shll be issued t the Corportion's expense. 3.5 Purchse for Cncelltion; The Corportion my purchse for cncelltion t ny time ll or from time to time ny number of the outstnding Second Preferred Shres, Second Series in the mrket, or by privte contrct, or upon exchnge if listed thereon, or pursunt to tenders received by the Corportion upon n invittion for tenders ddressed recognized stock to ll holders of Second Preferred Shres, Second Series, t price not exceeding $100 per shre plus ll ccrued nd unpid dividends thereon up to but not including the dte of purchse, plus in ll cses resonble costs of purchse. If upon ny invittion for tenders the Corportion receives tenders for Second Preferred Shres, Second Series t the sme price in n ggregte number greter thn the number for which the Corportion is prepred to ccept tenders, the shres to be purchsed shll be selected from the shres offered t such price s nerly s my be on pro rt bsis (to the nerest 100 shres) ccording to the number of Second Preferred Shres, Second Series offered in ech such tender, in such mnner s the bord of directors in its sole discretion shll by resolution determine. 3.6 Income Tx Act: If, t the time of mking n invittion for tenders, the bord of directors determines tht ny prt of the price to be pid by the Corportion in respect of ny Second Preferred Shres, Second Series to be purchsed which constitutes repyment of pidup cpitl would, for the purposes of the Income Tx Act (Cnd) s mended or reencted from time to time, be deemed to hve been pid s dividend the Corportion shll so indicte in its invittion for tenders nd shll describe the circumstnces in which such deemed dividend would occur.

48 Cncelltion of Shres Redeemed or Purchsed: Second preferred Shres, Second Series redeemed or purchsed by the Corportion shll be cncelled nd shll not be reissued. 4. Voting Rights Except s otherwise provided herein or in Prt E hereof the holders of Second Preferred Shres, Second Series shll not be entitled s such to receive notice of or to ttend or to vote t ny meeting of shreholders of the Corportion. In the event tht the Corportion fils to py 4 qurterly dividends on ny Second Preferred Shres, Second Series, whether or not consecutive, the holders of the Second Preferred Shres, Second Series shll hve the right to receive notice of nd to ttend ech meeting of shreholders of the Corportion t which members of the bord of directors re to be elected nd which tkes plce more thn 60 dys fter the dte on which the filure first occurs (other thn seprte meeting of the holders of nother series or clss of shres) nd such holders shll lso hve the right t ny such meeting, voting seprtely, to elect 1 out of the totl number of directors of the Corportion, ech Second Preferred Shre, Second Series entitling the holder thereof to 1 vote for such purpose, until ll rrers of dividends on the Second Preferred Shres, Second Series shll hve been pid, whereupon such right shll cese unless nd until the sme shll gin rise under the provisions of this Article nd so on from time to time. The right of the holders of the Second Preferred Shres, Second Series to elect 1 director of the Corportion shll not pply t ny such meeting if or to the extent tht 1 director of the Corportion whose term of office does not expire t the meeting hve been previously elected to the bord of directors by the holders of the Second Preferred Shres, Second Series. Nothing contined herein shll, () (b) limit the right of the Corportion from time to time, to increse or decrese the size of its bord of directors, or entitle the holders of the Second Preferred Shres, Second Series to ny voting rights other thn for the election of 1 director of the Corportion s herein expressly provided. If ny director of the Corportion elected by the holders of Second Preferred Shres, Second Series shll die, resign or otherwise cese to be director of the Corportion otherwise thn due to the pyment of ll rrers of dividends on the Second Preferred Shres, Second Series, such vcncy my be filled by the holders of Second Preferred Shres, Second Series meeting nd voting s provided in the provisions ttching

49 48 the Second Preferred Shres s clss which re contined in Article 7 of Prt E hereof, which provisions shll pply muttis mutndis. 5. Finncil Sttements So long s ny of the Second Preferred Shres, Second Series re outstnding, the Corportion shll send to the holders thereof, t the time of distribution to the other shreholders of the Corportion, copies of the Corportion's nnul udited finncil sttements nd of ll unudited finncil sttements distributed to its other shreholders generlly. 6. Restrictions on Dividends, Issue nd Retirement of Shres 6.1 Dividends on Junior nd Equl Shres nd Retirement of Junior Shres: Without the pprovl of the holders of the Second Preferred Shres, Second Series given in ccordnce with Article 9: () (b) the Corportion shll not declre, py or set prt moneys for the pyment of, ny dividends (other thn stock dividends in Shres of the Corportion rnking junior to the Second Preferred Shres, Second Series) on ny shres of the Corportion rnking junior to the Second Preferred Shres, Second Series or eqully with the Second Preferred Shres, Second Series (other thn other Second Preferred Shres); nd the Corportion shll not cll for redemption, redeem, purchse or otherwise retire for vlue ny shres rnking junior to the Second Preferred Shres, Second Series; unless, in ech such cse, ll dividends ccrued on the outstnding Second Preferred Shres, Second Series up to nd including the dividend pyble for the lst completed dividend pyment period shll hve been declred nd pid or set prt for pyment. 6.2 Redemption of Second Preferred Shres, Second Series; Subject to the provisions of Section 2.5 the Corportion shll not, without the pprovl of the holders of the Second Preferred Shres, Second Series given in ccordnce with Article 9, redeem ny Second Preferred Shres, Second Series t ny time if ny prt of the redemption price which constitutes repyment of pidup cpitl would, for purposes of the Income Tx Act (Cnd) s mended or reencted from time to time () be deemed to hve been pid s dividend which is subject to income tx in the hnds of ny such holders; or

50 49 (b) give rise to txble cpitl gin in the hnds of ny holder of such shres who or whose predecessor shll hve continuously held such shres since their issunce. 6.3 Cretion nd Issue of Shres; Without pprovl given in ccordnce with the Cnd Business Corportions Act, the Corportion shll not: () (b) crete ny shres rnking eqully with or prior to the Second Preferred Shres, Second Series; or issue ny dditionl Second Preferred Shres or ny shres rnking eqully with or prior to the Second Preferred Shres, Second Series; provided, however, tht no pprovl of the holders of the Second Preferred Shres, Second Series will be necessry for the cretion or issue of shres rnking eqully with the Second Preferred Shres, Second Series when the consolidted net ernings of the Corportion for the 12month fiscl period of the Corportion next preceding such ction shll hve been t lest equl to 200% of the ggregte nnul dividend requirements on ll preferred shres of the Corportion to be outstnding; provided tht ny of such shres which hve been duly clled for redemption nd for the redemption whereof dequte provision hs been mde ssuring tht such shres will be redeemed within 35 dys fter such issue shll not be considered to be outstnding for the purposes of this prgrph. 6.4 Definitions: In this Article 6, () "consolidted net ernings" for ny period mens the net profit (including extrordinry gins nd losses nd the tx effect thereof, if ny) of the Corportion nd its subsidiries for such period fter the following djustments: (i) (ii) when computed for purposes of Section 6.2r interest chrges on indebtedness which will be eliminted or reduced by reson of the issunce of such eqully rnking shres shll be disregrded or djusted; nd in ll cses, net profits for the entire period of subsidiries which becme subsidiries subsequent to the commencement of such period shll be included; ll rrived t on consolidted bsis in ccordnce with generlly ccepted ccounting prctice;

51 50 (b) (c) (d) "rnking" refers to rnking with respect to the pyment of dividends or the distribution of ssets in the event of liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or ny other distribution of the ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs; "subsidiry" mens ny corportion of which more thn 50% of the outstnding voting shres is owned, directly or indirectly, by the Corportion nd includes ny corportion in like reltion to subsidiry; nd "voting shres" mens shres of cpitl stock of ny clss of ny corportion hving under ll circumstnces the right to elect t lest mjority of the bord of directors of such corportion, provided tht, for the purposes of this definition, shres which only crry the right to vote conditionlly on the hppening of n event shll not be considered voting shres. 7. Liquidtion, Dissolution or Winding Up In the event of the liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs, the holders of the Second Preferred Shres, Second Series shll (subject to the prior rights of the First Preferred Shres in tht respect) be entitled to receive in lwful money of Cnd the sum of $100 per shre plus ll unpid dividends thereon ccrued up to but not including the dte of the distribution, the whole being pid before ny mount is pid or ny ssets of the Corportion re distributed to the holders of ny shres of ny clss rnking junior in tht regrd to the Second Preferred Snres, Second Series. Upon pyment of the mounts so pyble to them, the holders of Second Preferred Shres, Second Series shll not be entitled to shre in ny further distribution of ssets of the Corportion. 8. Notices nd Interprettion 8.1 Notices; Any notice, cheque, invittion for tenders or other communiction from the Corportion herein provided for shll be sufficiently given if delivered or if sent by registered mil, postge prepid, to the holders of the Second Preferred Shres, Second Series t their respective ddresses ppering on the books of the Corportion or, in the event of the ddress of ny such holder not so ppering then t the lst ddress of such holder known to the Corportion. Any notice so miled shll be deemed to hve been given on the third business dy fter the dte of miling. In the event tht the number of

52 51 jistered holders of Second Preferred Shre's, Second Series exceeds 5, ccidentl filure to give ny such notice, invittion for tenders or other communiction to one or more holders of the Second Preferred Shres, Second Series shll not ffect tne vlidity of the notices, invittions for tenders or other communictions properly given or ny ction tken pursunt to such notice, invittion for tenders or other communiction but, upon such filure being discovered, the notice, invittion for tenders or other communiction, s the cse my be, shll be sent forthwith to such holder or holders. 8.2 Interprettion: In the event tht ny dy on which ny dividend on the Second Preferred Shres, Second Series is pyble or by which ny other ction is required to be tken hereunder is not business dy, then such dividend shll be pyble or such other ction shll be required to be tken on the next succeeding dy tht is business dy. All references to dollrs herein re in Cndin funds. 9. Approvl of Holders of Second Preferred Shres, Second Series Any pprovl required or permitted to be given by the holders of the Second Preferred Shres, Second Series with respect to ny nd ll mtters referred to in Sections 6.1 nd 6.2 hereof shll be deemed to hve been sufficiently given if given by the holders of Second Preferred Shres, Second Series s provided in the provisions ttching to the Second Preferred Shres s clss which re contined in Article 7 of Prt E hereof, which provisions shll pply, muttis mutndis, s though the term "Second Preferred Shres, Second Series" ws used in the sid Article 7 of Prt E in plce of the term "Second Preferred Shres".

53 AS 52 JUNIOR PREFERRED SHARES A CLASS The Junior Preferred Shres, s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Directors' Rights to Issue in One or More Series The Junior Preferred Shres my t ny time or from time to time be issued in one or more series, ech series to consist of such number of shres s my, before the issue thereof, be determined by resolution of the bord of directors of the Corportion. 2. Directors to Fix Terms of Ech Series The directors of the Corportion shll (subject to the Cnd Business Corportions Act nd to these Articles) by resolution fix from time to time before the issue thereof the designtion, rights, privileges, restrictions nd conditions, nd other provisions ttching to the Junior Preferred Shres of ech series. 3. Subordintion to First nd Second Preferred Shres nd Preference Over Common Shres () (b) The Junior Preferred Shres of ech series shll rnk fter the First Preferred Shres nd the Second Preferred Shres, nd before the Common Shres with respect to priority in the pyment of dividends nd with respect to the distribution of ssets in the event of the liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or in the event of ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs. The Junior Preferred Shres shll lso rnk before ny other shres with respect to priority in the pyment of dividends nd/or distribution of ssets to the extent tht the provisions ttching to such other shres expressly provide for such priority. 4. Prity of Junior Preferred Shres The Junior Preferred Shres of ech series shll rnk on prity with the Junior Preferred Shres of every other series with respect to priority in the pyment of dividends

54 53 3 with respect to priority in the distribution of ssets of the Corportion in the event of the liquidtion, dissolution or winding up of the Corportion, whether voluntry or involuntry, or in the event of ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs. When ny fixed cumultive dividends or mounts pyble on return of cpitl re not pid in full, the Junior Preferred Shres of ll series shll prticipte rtbly in respect of such dividends, including ccumultions, if ny, in ccordnce with the sums which would be pyble on the sid shres if ll such dividends were declred nd pid in full, nd on ny return of cpitl in ccordnce with the sums which would be pyble on such return of cpitl if ll sums so pyble were pid in full. 5. Voting Except s required by lw, the holders of the Junior Preferred Shres s clss shll hve no voting rights. 6. Amendments The provisions ttching to the Junior Preferred Shres s clss my be mended or repeled t ny time or from time to time with such pprovl s my then be required by lw to be given by the holders of the Junior Preferred Shres s clss. 7. Approvl of Holders of Junior Preferred Shres As regrds ny mtter upon which the holders of the Junior Preferred Shres s clss hve voting rights, on ny poll tken t ny meeting of the holders of the Junior Preferred. Shres s clss, or t ny joint meeting of the holders of two or more series of the Junior Preferred Shres, ech holder of Junior Preferred Shres entitled to vote theret shll hve 1 vote in respect of ech $1.00 ttributble to the Junior Preferred Shres held by him in the stted cpitl ccount mintined by the Corportion in respect of the Junior Preferred Shres. Frctionl votes shll not be voted on ny poll, except tht ech holder of Junior Preferred Shres otherwise entitled to vote shll hve t lest 1 vote. Subject to the foregoing, the formlities to be observed with respect to the giving or wiver of notice of nd voting t ny such meeting (including, without in ny wy limiting the generlity of the foregoing, the record dtes for the giving of notice nd the entitlement to vote), the quorum therefor nd the conduct thereof shll be those from time to time prescribed by the bylws of the Corportion with respect to generl meetings of shreholders.

55 54 Arrngement nd Reorgniztion Neither ny mlgmtion, rrngement or reorgniztion, nor ny sle, lese or exchnge of ll or substntilly ll of the ssets of the Corportion, shll be deemed to be liquid tion, dissolution or winding up of the Corportion within the mening of these Articles.

56 55 COMMON SHARES Tlie holders of the Common Shres re entitled () (b) to vote t ll meetings of shreholders, except meetings t which only holders of nother specified clss of shres re entitled to vote; subject to the rights, privileges, restrictions nd conditions ttching to ny other clss of shres of the Corportion, to receive ny dividend declred by the Corportion nd to receive the remining property of the Corportion upon dissolution.

57 Denomintion Numero CANADA Certificte of Amendment Cnd Business Corportions Act Certiflct de modifiction Lol sur les societes commerciles cndlennes LOBLAW COMPANIES LIMITED LES CCMPAGNIES LOBLA1V LIMITEE Nme o( Corportion de l soclete Number I hereby certify tht the Articles of the bovementioned Corportion were mended () under section 13 of the Cnd Business Corportions Act in ccor dnce with the ttched notice; (b) under Section 27 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment designting series of shres; Q F~\ Je certifie pr les presentes que les sttuts de l societ6 mentionnee cihut ont et6 modifies () en vertu de I'rticte 13 de l Loi sur les societes commerciles cndiennes conformement I'vis cijoint; (b) en vertu de I'rticle 27 de l Loi sur les societes commerciles cndiennes tel qu'indiqu6 dns les cluses modifictrices cijointes designnt une serie d'ctions; (c) under Section 171 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment; m sur (c) en vertu de I'rticle 171 de l Loi les societes commerciles cndiennes tel qu'indiqu6 dns les cluses modifictrices cijointes; (d) under Section 185 of the Cnd Business Corportions Act s set out in the ttched Articles of Reorgniztion; (e) under Section of the Cnd Business Corportions Act s set out in the ttched Articles of Arrngement. D Q (d) en vertu de ('rticle 185 de l Loi sur les societes commerciles cndiennes tel qu'indiqu6 dns les cluses de reorgnistion cijointes; (e) en vertu de I'rticle de l Loi sur les societes commerciles cndiennes tel qu'indiqu6 dns les cluses d'rrngement cijointes. Director DIredeur June 25, 1980 Dte of Amendment Dle de l modlllcllofi

58 FIRST Cofportion NO CANADA BUSINESS CORPORATIONS ACT LOI SUR LES SOClinES COMMERCIALS CANADIENNES FORM 4 FORMULE 4 ARTICLES OF AMENDMENT (SECTION 27 OR 171) CLAUSES MODIFICATRICES (ARTICLE 27 OU 171) 1 '.ie of Corporiion Denominlion e l3 socieie 2 No. e l socicic L03LAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE ; "? nicles of the bovenmed cordornon re mended ES'OllOWS Les stluts de l socieie cihul menlionnee soni modifies oe l (eon suivnte: Prt I of the A rticles is relettered s Prt J. new Prt I is inserted in the rticles, between Prt H nd the relettered Prt J s follows. I. JUNIOR PREFERRED SHARES SERIES The first series of the clss of Junior Preferred Shres consists of 19,000 shres without nominl or pr vlue, designted Junior Preferred Shres, First Series, which, in ddition to the rights, privileges, restrictions nd conditions ttching to the Junior Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Definitions For the purposes of these provisions: () "dividend pyment dte" mens the 30th dy of Mrch, June, September nd December in ech yer; (b) (c) 2. Dividends "finl distribution" mens ny distribution of ssets of the Corportion mong its shreholders upon liquidtion, dissolution or winding up, whether voluntry or involuntry, or ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs; "redemption price" mens $100 per Junior Preferred Shre, First Series redeemed or purchsed or held t the dte of finl distribution, s the cse my be, plus ll unpid dividends ccrued thereon up to but not including the dte of redemption, purchse or finl distribution. Subject to the rights nd restrictions ttching to the First Preferred Shres nd the Second Preferred Shres, the holders of Junior Preferred Shres, First Series shll be entitled to receive s nd when declred by the directors out

59 _ 2 the moneys of the Corportion properly pplicble to the pyment of dividends fixed preferentil cumultive csh dividends t the rte of $9 per shre per nnum nd no more. Such dividends shll ccrue from the dte of issue (or from such other dte no more thn 6 months lter s the bord my determine) nd shll be pyble in equl qurterly instlments on ech dividend pyment dte t pr t ny brnch in Cnd of the Corportion's bnkers for the time being. If on ny dividend pyment dte the Corportion does not py the sid dividends in full on ll Junior Preferred Shres, First Series then outstnding, such dividends or the unpid prt thereof shll be pid subsequently before ny dividends re declred or pid on the Common Shres (or ny other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of dividends), other thn stock dividends in Common Shres (or in ny other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of dividends or finl distributions). 3. Redemption nd Purchse 3.1 Right to Redeem or Purchse: Subject to this Article 3, the Cnd Business Corportions Act nd the rights nd restric tions ttching to the First Preferred Shres nd the Second Preferred Shres, the Corportion my redeem or purchse Junior Preferred Shres, First Series. 3.2 Redemption Right; The Corportion my fter June 6, 1990 redeem ll or from time to time ny of the outstnding Junior Preferred Shres, First Series on pyment to the holders thereof of the redemption price. If less thn ll of the outstnding Junior Preferred Shres, First Series re to be redeemed, the shres to be redeemed shll be selected by lot or (disregrding frctions) pro rt to the number of such shres then registered in the nme of ech shreholder, s the directors determine. 3.3 Redemption Procedure; () At lest 30 dys before the dte fixed for redemption ("redemption dte") the Corportion shll send written notice of redemption to ech registered holder of the shres to be redeemed. The notice shll set out the redemption price, the redemption dte, the plce of redemption nd, in cse of prtil redemption, the number of shres to be redeemed. Accidentl filure to give such notice to ny shreholders shll not ffect the vlidity of such redemption. (b) On nd fter the redemption dte the Corportion shll py the redemption price or cuse it to be pid to or to the order of the registered holders of the shres to be redeemed, on presenttion nd surrender of the certifictes representing such shres. The shres shll thereupon be redeemed. From nd fter the redemption dte, the holders of the shres clled

60 or redemption shll cese to be entitled to ny rights of shre holders in respect thereof, except to receive the redemption price, unless it is not pid or deposited in ccordnce herewith (in which cse their rights shll remin unimpired). (c) The Corportion my t ny time deposit the entire redemption price of the shres clled for redemption, or the prt of it then unclimed by the persons entitled thereto, in ny Cndin chrtered bnk or trust compny nmed in the notice of redemption or in subsequent notice to the holders of the shres in respect of which the deposit is mde, in specil ccount for the holders of such shres. On the dte of deposit (or redemption dte, if lter) the rights of the holders of the shres in respect of which the deposit is mde shll be limited to receiving, without interest, the redemption price of their redeemed shres upon presenttion nd surrender of the certifictes representing such shres. Any interest on such deposit belongs to the Corportion. (d) If less thn ll of the shres represented by ny certificte re redeemed, new certificte for the blnce shll be issued t the Corportion's expense. 3.4 Purchse; The Corportion my purchse ll or from time to time ny of the outstnding Junior Preferred Shres, First Series in the mrket or by privte contrct or pursunt to tenders received by the Corportion upon n invittion for tenders ddressed to ll holders of Junior Preferred Shres, First Series t the lowest price t which in the opinion of the directors such shres re obtinble. However, such price shll not exceed the redemption price plus resonble costs of purchse. If the Corportion receives tenders t the sme price for more Junior Preferred Shres, First Series thn the Corportion is prepred to purchse t such price, the shres to be purchsed shll be selected from the shres offered t such price pro rt (disregrding frctions) to the number of shres offered in ech such tender, in such mnner s the directors determine. 4. Conversion Privilege 4.1 Definition; In this Article 4, "Shres" mens the present Common Shres or their equivlent in ny other shres into which the present Common Shres my hve been converted, consolidted or subdivided. 4.2 Right to Convert; Any holder of Junior Preferred Shres, First Series my, t ny time up to the close of business on the dy immeditely prior to the redemption dte for such shres, convert them into the number of Shres determined by the following formul:

61 4 If Divide the number of Junior Preferred Shres, First Series converted by.0475 nd exclude ny frction. the redemption price of ny Junior Preferred Shres, First Series duly clled for redemption is not pid on proper presenttion of such shres, the right to convert them shll revive nd continue s if they hd not been clled for redemption. 4.3 Conversion Procedure; Any shreholder desiring to exercise his conversion 'right shll deliver to the Corportion t its registered office written notice exercising such right, nming the persons in whose nme the Shres re to be issued nd the number of Shres to be issued to ech, together with the certifictes for the Junior Preferred Shres, First Series to be converted, duly endorsed by n pproprite person. If ny of the Shres re to be issued to persons other thn the holder of such Junior Preferred Shres, First Series ll other conditions precedent to the Corportion's duty to register trnsfer of shres shll lso be stisfied. Upon such delivery nd if such conditions re stisfied, ech person in whose nme the Shres re to be issued s designted in the sid notice shll be deemed for ll purposes the holder of record t such delivery dte of fully pid nd nonssessble Shres in the cpitl of the Corportion in the number designted in such notice (not exceeding in the ggregte s mongst such persons the totl number of Shres resulting from the conversion) nd such persons shll be entitled to delivery by the Corportion of certifictes representing their Shres promptly fter the exercise of such conversion right. If less thn ll of the Junior Preferred Shres, First Series represented by ny certificte re converted, the holder shll be entitled to receive, t the expense of the Corportion, new certificte representing the blnce. 4.4 No Adjustment for Accrued Dividends: Upon the conversion of ny Junior Preferred Shres, First Series there shll be no pyment or djustment by the Corportion or by the holder of the converted shres on ccount of ny dividends ccrued on the Junior Preferred Shres, First Series surrendered for conversion or on the Shres issuble upon such conversion. 4.5 Adjustment for Stock Dividends; If the Corportion declres nd pys ny dividend on its Shres pyble, t the holder's option or. otherwise, wholly or prtly in those Shres, the Corportion shll deliver t the time of exercise therefter of the right of conversion by ny holder of Junior Preferred Shres, First Series such dditionl number of Shres s would hve resulted from such stock dividend if the right of conversion hd been exercised by the converting shreholder before the dte of such dividend nd if he hd exercised ny such option.

62 6 Notice of Stock Dividends nd Rights Offerings: If ihe Corportion proposes to () py ny dividend on its Shres pyble, t the holder's option or otherwise, wholly or prtly in shres in the cpitl of the Corportion, or (b) issue subscrip tion wrrnts or other rights to the holders of its Shres generlly to purchse shres in the cpitl of the Corportion, the Corportion shll so notify ech holder of Junior Preferred Shres, First Series in writing t lest 10 dys prior to the record dte for such dividend or the issue of such rights. 4.7 Disputes: If ny question rises with respect to the number of Shres to be issued on ny exercise of the conversion privilege, it shll be conclusively determined by the uditor of the Corportion whose determintion shll bind the Corportion nd ll shreholders. 4.8 No Frctions: Notwithstnding nything herein, the Corportion shll not issue frctionl shres in stisfction of ny conversion privilege herein. The vlue of ny frctionl interest shll be ttributed to the considertion for the shres issued upon the conversion. 5. Finl Distribution finl distribution, the holders In the event of of the Junior Preferred Shres, First Series shll be entitled to receive their redemption price before ny distribution to the holders of the Common Shres (or ny other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of finl distributions), but no more. 6. Restrict'ion on Retirement of Junior Shres Without the pprovl of the holders of the Junior Preferred Shres, First Series given inwritingby the holders of mjority of the Junior Preferred Shres, First Series then outstnding or expressed by resolution t meeting of the holders of the Junior Preferred Shres, First Series duly clled for considering the sme nd crried by not less thn 66 2/3% of the votes cst thereon by holders of Junior Preferred Shres, First Series the Corportion shll not cll for redemption,redeem, purchse or otherwise cquire for vlue ny Common Shres (or other shre which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres in pyment of dividends nd finl distributions), or distribute ny property on reduction of stted cpitl of ny such shres, unless ll dividends ccrued on the outstnding Junior Preferred Shres, First Series to nd including the dividend pyble on the lst preceding dividend pyment dte hve been declred nd pid or set prt for pyment.

63 6 Chnges The Corportion my not dd, chnge or remove ny right, privilege, restriction or condition ttched to the Junior Preferred Shres, First Series s series without such pprovl s my then be required by the Cnd Business Corportions Act to'be given by the holders thereof. Signlur" j Description ol Office Description du poste June, 1980 r^^rtmental USE ONLY :C 267(479'! Assistnt Secretry Filed A L'USAGE DU MINISTERS SEULE'v'ENT Deposee July 2, 1980

64 Denomintion Directeur Dte Numero CANADA Certificte of Amendment Cnd Business Corportion Act Certifict de modifiction Loi sur les societes commerciles cndiennes LOBLASV COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of Corportion cje l societe Number I hereby certify tht the Articles of the bovementioned Corportion were mended () under section 13 of the Cnd Business Corportions Act in c cordnce with the ttched notice; (b) under Section 27 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment designting series of shres; (c) under Section 171 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment; (d) under Section 185 of the Cnd Business Corportions Act s set out in the ttched Articles of Reorgniztion; (e) under Section of the Cnd Business Corportions Act s set out in the ttched Articles of Arrngement. x D Je certifie pr les presentes que les sttuts de l societe mentionnee cinut ont ete modifies () en vertu de I'rticle 13 de l Loi sur les societes commerciles cndiennes conformement I' vis cijoint; (b) en vertu de I'rticle 27 de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses modifictrices cijointes designnt une serie d'ctions; (c) en vertu de I'rticle 171 de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses modifictrices cijoin'tes; (d) en vertu de I'rticle 185 de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses de reorgnistion cijointes; (e) en vertu de I'rticle de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses d'rrngement cijointes. Director October 8, 1981 Dte of Amendment de l modifiction

65 Nme Denomintion SECOND, 2 Corporlion N CANADA BUSINESS CORPORATIONS ACT n* LOI SUR LES SOCIETES COMMERCIALES CANADIENNES FORM 4 FORMULE 4 ARTICLES OF AMENDMENT (SECTION 27 OR 171) CLAUSES MODIF1CATR1CES (ARTICLE 27 OU 171) 1 01 Corportion ce l sociele No. de l sociele LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE The rncles ol Ihe bovenmed corportion re mended s follows: Les stluls de l sociele cihul menlionnee sont modifies de l fcon suivnie: Prt J of the rticles is A relettered s Prt K. new Prt J is inserted in the rticles, between Prt I. nd the relettered Prt K s follows. J. JUNIOR PREFERRED SHARES SERIES The second series of the clss of Junior Preferred Shres consists of 13,000 shres without nominl or pr vlue, designted Junior Preferred Shres, Second Series, which, in ddition to the rights, privileges, restrictions nd conditions ttching to the Junior Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Definitions () (b) (c) 2. Dividends For the purposes of these provisions: "dividend pyment dte" mens the 30th dy of Mrch, June, September nd December in ech yer; "finl distribution" mens ny distribution of ssets of the Corportion mong its shreholders upon liquidtion, dissolution or winding up, whether voluntry or involuntry, or ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs; "redemption price" mens $100 per Junior Preferred Shre, Second Series redeemed or purchsed or held t the dte of finl distribution, s the cse my be, plus ll unpid dividends ccrued thereon up to but not including the dte of redemption, purchse or finl distribution. Subject to the rights nd restrictions ttching to the First Preferred Shres nd the Second Preferred Shres, the holders of Junior Preferred Shres, Second Series shll be entitled to receive s nd when declred by the directors

66 2 ut of the moneys of the Corportion properly pplicble to the pyment of dividends fixed preferentil cumultive csh dividends t the rte of $12 per shre per nnum nd no more. Such dividends shll ccrue from the dte of issue (or from such other dte no more thn 6 months lter s the bord my determine) nd shll be pyble in equl qurterly instlments on ech dividend pyment dte t pr t ny brnch in Cnd of the Corportion's bnkers for the time being. on ny dividend pyment dte the Corportion does not py the sid dividends in full on ll Junior Preferred Shres, Second Series then outstnding, such dividends or the unpid prt thereof shll be pid subsequently before ny dividends re declred or pid on the Common Shres (or ny other shres wtfich by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of dividends), other thn stock dividends in Common Shres (or in ny other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of dividends or finl distri. butions) 3. Redemption nd Purchse 3.1 Right to Redeem or Purchse; Subject to this Article 3, the Cnd Business Corportions Act nd the rights nd restric tions ttching to the First Preferred Shres nd the Second Preferred Shres, the Corportion my redeem or purchse Junior Preferred Shres, Second Series. 3.2 Redemption Right: The Corportion my fter October 6, 1991 redeem ll or from time to time ny of the outstnding Junior Preferred Shres, Second Series on pyment to the holders thereof of the redemption price. Junior Preferred Shres, Second Series re to be redeemed, the shres to be redeemed shll be selected by lot or (disregrding frctions) pro rt to the number of such shres then registered in the nme of ech shreholder, s the directors determine. If If less thn ll of the outstnding 3.3 Redemption Procedure: () At lest 30 dys before the dte fixed for redemption ("redemption dte") the Corportion shll send written notice of redemption to ech registered holder of the shres to be redeemed. The notice shll set out the redemption price, the redemption dte, the plce of redemption nd, in cse of prtil redemption, the number of shres to be redeemed. Accidentl filure to give such notice to ny shreholders shll not ffect the vlidity of such redemption. (b) On nd fter the redemption dte the Corportion shll py the redemption price or cuse it to be pid to or to the order of the registered holders of the shres to be redeemed, on presenttion nd surrender of the certifictes representing such shres. The shres shll thereupon be redeemed. From

67 nd fter the redemption dte, the holders of the shres clled for redemption shll cese to be entitled to ny rights of shre holders in respect thereof, except to receive the redemption price, unless it is not pid or deposited in ccordnce herewith (in which cse their rights shll remin unimpired). The Corportion my t ny time deposit the entire (c) redemption price of the shres clled for redemption, or the prt of it then unclimed by the persons entitled thereto, in ny Cndin chrtered bnk or trust compny nmed in the notice of redemption or in subsequent notice to the holders of the shres in respect of which the deposit is mde, in. specil ccount for the holders of such shres. On the dte' of deposit (or redemption dte, if lter) the rights of the holders of the shres in respect of which the deposit is mde shll be limited to receiving, without interest, the redemption price of their redeemed shres upon presenttion nd surrender of the certifictes representing such shres. such deposit belongs to the Corportion. Any interest on (d) If less thn ll of the shres represented by ny certificte re redeemed, new certificte for the blnce shll be issued t the Corportion's expense. 3.4 Purchse; The Corportion my purchse ll or from time to time ny of the outstnding Junior Preferred Shres, Second Series in the mrket or by privte contrct or pursunt to tenders received by the Corportion upon n invittion for tenders ddressed to ll holders of Junior Preferred Shres, Second Series t the lowest price t which in the opinion of the directors such shres re obtinble. However, such price shll not exceed the redemption price plus resonble costs of purchse. If the Corportion receives tenders t the sme price for more Junior Preferred Shres, Second Series thn the Corportion is prepred to purchse t such price, the shres to be purchsed shll be selected from the shres offered t such price pro rt (disregrding frctions) to the number of shres offered in ech such tender, in such mnner s the directors determine. 4. Conversion Privilege 4.1 Definition; In this Article 4, "Shres" mens the present Common Shres or their equivlent in ny other shres into which the present Common Shres my hve been converted, consolidted or subdivided. 4.2 Right to Convert: Any holder of Junior Preferred Shres, Second Series my, t ny time up to the close of business on the dy immeditely prior to the redemption dte for such shres, convert them into the number of Shres determined by the following formul;

68 Divide the number of Junior Preferred Shres, Second Series converted by.060 nd exclude ny frction. If the redemption price of ny Junior Preferred Shres, Second Series duly clled for redemption is not pid on proper presenttion of such shres, the right to convert them shll revive nd continue s if they hd not been clled for redemption. 4.3 Conversion Procedure: Any shreholder desiringto exercise his conversion right shll deliver to the Corportion t its registered office written notice exercising such right, nming the persons in whose nme the Shres re to be issued nd the number of Shres to be issued to ech, together with the certifictes for the Junior Preferred Shres, Second Series to be converted, duly endorsed by n pproprite person. ny of the Shres re to be issued to persons other thn the holder of such Junior Preferred Shres, Second Series ll other conditions precedent to the Corportion's duty to register trnsfer of shres shll lso be stisfied. Upon such delivery nd if such conditions re stisfied, ech person in whose nme the Shres re to be issued s designted in the sid notice shll be deemed for ll purposes the holder of record t such delivery dte of fully pid nd nonssessble Shres in the cpitl of the Corportion in the number designted in such notice (not exceeding in the ggregte s mongst such persons the totl number of Shres resulting from the conversion) nd such persons shll be entitled to delivery by the Corportion of certifictes representing their Shres promptly fter the If less thn ll of the exercise of such conversion right. Junior Preferred Shres, Second Series represented by ny certificte re converted, the holder shll be entitled to receive, t the expense of the Corportion, new certificte representing the blnce. 4.4 No Adjustment for Accrued Dividends: Upon the conversion of ny Junior Preferred Shres, Second Series there shll be no pyment or djustment by the Corportion or by the holder of the converted shres on ccount of ny dividends ccrued on the Junior Preferred Shres, Second Series surrendered for conversion or on the Shres issuble upon such conversion. 4.5 Adjustment for Stock Dividends: If If the Corportion declres nd pys ny dividend on its Shres pyble, t the holder's option or otherwise, wholly or prtly in those Shres, the Corportion shll deliver t the time of exercise therefter of the right of conversion by ny holder of Junior Preferred Shres, Second Series such dditionl number of Shres s would hve resulted from such stock dividend if the right of conversion hd been exercised by the converting shreholder before the dte of such dividend nd if he hd exercised ny such option.

69 .6 Notice of Stock Dividends nd Rights Offerings; If the Corportion proposes to () py ny dividend on its Shres pyble, t the holder's option or otherwise, wholly or prtly in shres in the cpitl of the Corportion, or (b) issue subscription wrrnts or other rights to the holders of its Shres generlly to purchse shres in the cpitl of the Corportion, the Corportion shll so notify ech holder of Junior Preferred Shres, Second Series in writing t lest 10 dys prior to the record dte for such dividend or the issue of such rights. 4.7 Disputes: If ny question rises with respect to the number of Shres to be issued on ny exercise of the conversion privilege, it shll be conclusively determined by trie uditor of the Corportion whose determintion shll bind the Corportion nd ll shreholders. 4.8 No Frctions; Notwithstnding nything herein, the Corportion shll not issue frctionl shres in stisfction of ny conversion privilege herein. The vlue of ny frctionl interest shll be ttributed to the considertion for the shres issued upon the conversion. 5. Finl Distribution In the event of finl distribution, the holders of the Junior Preferred Shres, Second Series shll be entitled to receive their redemption price before ny distribution to the holders of the Common Shres (or ny other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of finl distributions), but no more. 6. Restriction on Retirement of Junior Shres Without the pprovl of the holders of the Junior Preferred Shres, Second Series given in writing by the holders of mjority of the Junior Preferred Shres, Second Series then outstnding or expressed by resolution t meeting of the holders of the Junior Preferred Shres, Second Series duly clled for considering the sme nd crried by not less thn 662/3% of the votes cst thereon by holders of Junior Preferred Shres, Second Series the Corportion shll not cll for redemption, redeem, purchse or otherwise cquire for vlue ny Common Shres (or other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres in pyment of dividends nd finl distributions), or distribute ny property on reduction of stted cpitl of ny such shres, unless ll dividends ccrued on the outstnding Junior Preferred Shres, Second Series to nd including the dividend pyble on the lst preceding dividend pyment dte hve been declred nd pid or set prt for pyment.

70 Chnges The Corportion my not dd, chnge or remove ny right, privilege, restriction or condition ttched to the Junior Preferred Shres, Second Series s series without such pprovl s my then be required by the Cnd Business Corportions Act to be given by the holders thereof. ;» I Signture /.^.y // October 7, /\ Q^ '0~ DEPARTMENTAL USE ONLY :CA1367(479».Description of Of:.ce I Flied Descr.pnon Ou posle Assistnt Secretry A L'USAGE DU MINISTERS SEULEMENT Deposee [Pd^^^/^f/

71 ' Nr^ H fei.*^ w1^ ^ ^ fry 'i* CA'NA DA Certificte of Amendment Cnd Business Corportions Act Certifict de modifiction Lol sur les socl6t6s commorciles cndlenne LOBLAW COMPANIES LIMITED/ LES COMPAGNIES LOBLAW LTMITEE Nme of Corportion Denomintion de l society Number Numero I hereby certify tht the Articles of the bovementioned Corportion were mended () under section 13 of the Cnd Business Corportions Act in ccor dnce with the ttched notice; Q Je certifie pr les presentes que les sttuts de l societe mentionnee " cihut ont ete modifies () en vertu de I'rticle 13 de l Loi sur les societes commerciles cndiennes conformement I'vis cijoint; (b) under Section 27 of the Cnd Business Corportions Act s set out.in the ttched Articles of Amendment designting series of shres; 5T] (b) en vertu de I'rticle 27 de l Lol sur les societes commerciles cndiennes tel qu'indique dns les cluses modifictrices cijointes designnt une serie d'ctions; (c) under Section 171 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment; (d) under Section 185 of the Cnd Business Corportions Act s set out in the ttched Articles of Reorgniztion; ^e) under Section of the Cnd Business Corportions Act s set out in the ttched Articles of Arrngement. j D Q (c) en vertu de I'rticle 171 de l Loi sur les societes commerciles cndiennes tel qu'indiqu6 dns les cluses modifictrices Cijoinles; (d) en vertu de I'rticle 185 de l Loi sur les societes commerciles cndiennes tei qu'indique dns les cluses de reorgnistion cijointes; (e) en vertu.de I'rticle de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses d'rrngement cijointes. OtrBCIor Olrocteur My 20, 1982 Dle ol Amendment Dle de l modifiction

72 The \'me Denomintion THIRD Corsoriion N CANADA BUSINESS CORPORATIONS ACT LOI SUR LES SOCIETES COMMERCIALES CANADIENNES FORM 4 FORMULE 4 ARTICLES OF AMENDMENT (SECTION 27 OR 171) CLAUSES MODIF1CATR1CES (ARTICLE 27 OU 171) o: CGroori:on e l socieie 2 No. de l socieie LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE rticles of the oovenmed corpornon re menced s loilows: Les sliuis de l societe cihul mennonnee sont modifies de l (eon suivnte: Prt K A of the rticles is relettered s Prt L. new Prt K is inserted in the rticles, between Prt J nd Prt L s follows. K. JUNIOR PREFERRED SHARES SERIES The third series of the clss of Junior Preferred Shres consists of 30,000 shres without nominl or pr vlue, designted Junior Preferred Shres, Third Series, which, in ddition to the rights, privileges, restrictions nd conditions ttching to the Junior Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Definitions For the purposes of these provisions: () (b) "verge prime rte" for ny dividend pyment period mens the rithmetic men (rounded to the nerest O'.'Oli) 'of the prime rte for ech dy during such period, other thn the lst 7 business dys thereof? "dividend pyment dte" mens the lst dy of Mrch, June, September nd December in ech yer; (c) "dividend pyment, period" mens period beginning on dividend pyment dte nd ending on the *dy immeditely prior to the next subsequent dividend pyment dte, nd includes the period beginning on the dte on which the Junior Preferred Shres, Third Series re first issued nd ending on the dy immeditely prior to the next subsequent dividend pyment dte; (d) su^1^0"^ rte" for ^"y dividend pyment period mens the.75% 2//3 of th^ verge prime rte for such period, plus the'^orpor1^^10"" mens "Y distribution of ssets of dissolution or w?^?9 lts ^^eholders upon liquidtion, or ny other distri^ up' wheth(^ voluntry or involuntry, mong its shreholders rsr0!^53^3 of the ^P01^10", ffirs ^ers tor the purpose of winding up its

73 ^ ( ) "prime rte" for ny dy mens the rte of interest, expressed s n nnul rte, reported by the Cndin Imperil Bnk of Commerce or its successors to be the lowest rte of interest chrged by it on such dy on demnd lons in Cndin currency to its most creditworthy commercil customers in Cnd; nd (g) "redemption price" mens $100 per Junior Preferred Shre, Third Series redeemed or purchsed or held t the dte of finl distribution, s the cse my be, plus ll unpid dividends ccrued thereon up to but not including the dte of redemption, purchse or finl distribution. 2. Dividends 2.1 Pyment of Dividends; Subject to the rights nd restric tions ttching to the First Preferred Shres nd the Second Preferred Shres, the holders of Junior Preferred Shres, Third Series shll be entitled to receive s nd when declred by the bord of directors out of the moneys of the Corportion properly pplicble to the pyment of dividends preferentil cumultive dividends in the mounts determined from time to time in ccordnce with Section 2.2. Such.dividends shll ccrue on dytodybsis from nd including the dte of issue nd shll be. pyble on ech dividend pyment dte t pr t ny brnch in Cnd of the Corportion's bnkers for the time being. If on ny dividend pyment dte the Corportion does not py the sid dividends in full on ll Junior Preferred Shres, Third Series then outstnding, such dividends or the unpid prt thereof shll be pid subsequently before ny dividends re declred or pid on the Common Shres (or ny other shres which by virtue of the provisions ttching thereto expressly r.;'< fter the Junior Preferred Shres with respect to priority in the pyment of dividends), other thn stock dividends in Common Shres in ny other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of dividends nd finl distri., butions) 2.2 Amount of Dividends: Subject s hereinfter provided, the mount of the dividend pyble on ny dividend pyment dte on ny Junior Preferred Shre, Third Series then outstnding shll be equl to the mount (rounded to the nerest $0.01) clculted by multiplying the dividend rte for the dividend pyment period ending on the dy before, such dividend pyment dte by $100 nd multiplying the result by frction of which the numertor is the number of dys in such dividend pyment period nd the denomintor is the number of dys inthe clendr yer in which such dividend pyment flls. To clculte the dividend pyble on other thn dividend pyment dte the number of dys in the period beginning on the immeditely preceding dividend pyment dte nd ending on the dy immeditely preceding the dte of such dividend pyment shll be deemed to be the relevnt dividend pyment period. (or

74 The dividend pyble on ny dividend pyment dte ""to ny holder of Junior Preferred Shres, Third Serie.s shll be clculted by multiplying the mount of the dividend pyble on such dte on ech such shre held by such holder by the totl number of Junior Preferred Shres, Third Series held by such holder. 3. Redemption nd Purchse 3.1 Right to Redeem or Purchse; Subject to this Article 3, the Cnd Business Corportions Act nd the rights nd restric tions ttching to the First Preferred Shres nd the Second Preferred Shre's, thecorportion my redeem or purchse Junior Preferred Shres, Third Series. 3.2 Redemption Right; The Corportion my redeem ll or from time to time ny of tle outstnding Junior Preferred Shres, Third Series on pyir.e.t to the holders thereof of the redemption price. If less thn ll of the outstnding Junior Preferred Shres, Third Series re to be redeemed, the shres to be redeemed shll be selected by lot or (disregrding frctions) pro rt to the number of such shres then registered in the nme of ech shreholder, s the directors determine. 3.3 Redemption Procedure: () At lest 30 dys before the dte fixed for redemption ("redemption dte") the Corportion shll send written notice of redemption to ech registered holder of the shres to be redeemed. The notice shll set out the redemption price, the redemption dte, the plce of redemption nd, in cse of prtil redemption, the number of shres to be redeemed. Accidentl filure to give such notice to ny shreholder shll not. ffect the vlidity of such.redemption. (b) On nd fter the redemption dte the Corportion shll py the redemption price or cuse it to be pid to or to the order of the registered holders of the shres to be redeemed, on presenttion nd surrender of the certifictes representing such shres. The shres shll thereupon be redeemed. From nd f,fcer the redemption dte, the holders of the shres clled for redemption shll cese to be entitled to ny rights of shre holders in respect thereof, except to receive the redemption price, unless it is not pid or deposited in ccordnce herewith (in which cse their rights shll remin unimpired). (c) The Corportion my t ny time deposit the entire redemption price of the shres clled for redemption, or the prt of it then unclimed by the persons entitled thereto, in ny Cndin chrtered bnk or trust compny nmed in the notice of redemption or in subsequent notice to the holders of the shres in respect of which the deposit is mde, in specil ccount for the holders of such shres. On the dte of deposit (or redemption dte, if lter) the rights of the holders of the shres in respect of whic.'. the deposit is mde shll be

75 limited to receiving, without interest, the redemption price ^of their redeemed shres upon presenttion nd surrender of the certifictes representing such shres. Any interest on such deposit belongs to the Corportion. (d) If less thn ll of the shres represented by ny certificte re redeemed, new certificte for the blnce shll be issued t the Corportion's expense. 3.4 Purchse: The Corportion my purchse ll or from time to time ny of the outstnding Junior Preferred Shres, Third Series in the mrket or by privte contrct or pursunt to tenders received by the Corportion upon n invittion for tenders ddressed to ll holders of Junior Preferred Shres, Third Series t the lowest price t which in the opinion of the directors such shres re obtinble. However, such price shll not exceed the redemption price plus resonble costs of purchse. If the Corportion receives tenders t the sme price for more Junior Preferred Shres, Third Series thn the Corportion is prepred to purchse t such price, the shres to be purchsed shll be selected from the shres offered t such price pro rfc (disregrding frctions) to the number of shres offered in ech such tender, in such mnner s the directors determine. 4. Conversion Privilege 4.1 Definition; In this Article 4, () (b) "Shres" mens the. present Common Shres or their equivlent in ny other shres into which the present Common Shres my hve been converted, consolidted or subdivided; nd "fir mrket vlue" mens, with respect to the Shres into which ny Junior Preferred Shres,'Third Series re to be converted, the medin between the highest nd lowest per shre selling prices for trdes in bord lots of the Shres on The Toronto Stock Exchnge on the business dy next preceding the dy on which such Junior Preferred Shres, Third Series re issued. In the event no such bord lots hve been trded on such dy, the fir mrket vlue shll be estblished on the sme bsis on the next preceding dy for which such trdes were reported by such Exchnge. A 4.2 Right to Convert: holder of ny Junior Preferred Shres, Third Series my, on ny dividend pyment dte, convert ny of them into the number of Shres determined by the following formul: The number of Junior Preferred Shres, Third Series to be converted multiplied by 100 shll be divided by the fir mrket vlue of the Shres nd ny frction shll be excluded.

76 4.3 Conversion Procedure: Any shreholder desiring to exercise his conversion right shll deliver to the Corportion t its registered office t lest 7 dys prior to the next succeeding dividend pyment dte written notice exercising such right, nming the person(s) in whose nme the Shres re to be issued nd the number of Shres to be issued to ech, together with the certificte(s) for the Junior Preferred Shres, Third Series to be converted, duly endorsed by n pproprite person. If ny of the Shres re to be issued to persons other thn the holder of such Junior Preferred Shres, Third Series ll other conditions precedent to the Corportion's duty to register trnsfer of shres shll lso be stisfied. Upon such delivery nd if such conditions re stisfied, ech person in whose nme the Shres re to be issued s designted in the sid notice shll be deemed for ll purposes the holder of record t such delivery dte of fully pid nd nonssessble Shres in the cpitl of the Corportion in the number designted in such notice. Such persons shll be entitled to delivery by the Corportion of certifictes representing their Shres promptly fter the exercise of such conversion right nd the stted cpitl ccounts mintined by the Corportion for the Junior Preferred Shres, Third Series nd for the Shres shll utomticlly be djusted If less thn ll of the Junior Preferred to reflect the conversion. Shres, Third Series represented by ny certificte re converted, the holder shll be entitled to receive, t the expense of the Corportion, new certificte representing the blnce. 4.4 Adjustment for Stock Dividends: If the Corportion declres nd pys ny dividend on its Shres pyble, t the holder's option or otherwise, wholly or prtly in those Shres, the Corportion shll deliver t the time of exercise therefter of the right of conversion by ny holder of Junior'Preferred Shres, Third Series such dditionl number of Shres s would hve resulted from such stock dividend if the right of conversion hd been exercised by the converting shreholder before the dte of such dividend nd if he hd exercised ny such option. 4.5 Notice of Stock Dividends nd Rights Offerings: If the Corportion proposes to () py ny dividend on its Shres pyble, t the holder's option or otherwise, wholly or prtly in shres in the cpitl of the Corportion, or (b) issue subscrip tion wrrnts or other rights to the holders of its Shres generlly to purchse shres in the cpitl of the Corportion, the Corportion shll so notify ech holder of Junior Preferred Shres, Third Series in writing t lest 17 dys prior to the next dividend pyment dte which precedes the record dte for such dividend or the issue of such rights. 4.6 Disputes: If ny question rises with respect to the number of Shres to be issued on ny exercise of the conversion privilege, it shll be conclusively determined by the uditor of the Corportion whose determintion shll bind the Corportion nd ll shreholders.

77 The. ^.ic Sisosee ^ ^ y 4.7 NO Frctions: Notwithstnding nything herein, the ""^Corportion shll not issue frctionl Shres in stisfction of ny conversion privilege herein; the fir mrket vlue of ny frctionl Shre being included in the ggregte stted cpitl for the Shres issued upon the conversion. 5. Finl Distribution In the event of finl distribution, the holders of the Junior Preferred Shres, Third Series shll be entitled to receive their redemption price before ny distribution to the holders of the Common Shres (or ny other 'shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of finl distributions), but no more. 6. Restriction on Retirement of Junior Shres Without the pprovl of the holders of the Junior Preferred Shres, Third Series given in writing by the holders of mjority of the Junior Preferred Shres, Third Series then outstnding or expressed by resolution t meeting of the holders of the Junior Preferred Shres, Third Series duly clled for considering the sme nd crried by not less thn 662/3% of the votes cst thereon by holders of Junior Preferred Shres, Third Series the Corportion shll not cll for redemption, redeem, purchse or otherwise cquire for vlue ny Common Shres (or other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres in pyment of dividends nd finl distributions), or distribute reduction of stted cpitl of ny such shres, ny property on unless ll dividends ccrued on the outstnding Junior Preferred Shres, Third Series to nd including the dividend pyble on the lst preceding dividend pyment dte hve been' declred nd pid or set prt for pyment. 7. Chnges Corportion my not dd, chnge or remove ny right, privilege, restriction or condition ttched to the Junior Preferred Shres, Third Series s series without such pprovl s my then be required by the Cnd Business Corportions Act to be given by the holders thereof.,;esigniure,'y7//desc';siicn ot O';.ce My 19, 1982 Cesc':o;ion cu posle : ~0 0,^ : Assistnt Secretry := ^E^P'MENTAL L'S; ONLY A 'J'JSAGE ;J VINIS' == SE'JLS'.'SNT.A'367.'A79' 3un. 3, m^

78 Denomintion Numero CANADA Certificte of Amendment Cnd Business Corportions Act Certifict de modifiction Loi sur les societes commerciles cndiennes LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of corportion de l soclete Number I hereby certify tht the Articles of the bovementioned Corportion were mended () under Section 13 of the Cnd Business Corportions Act in ccor dnce with the ttched notice; Q Je certifie pr les presentes que les sttuts de l societe mentionnee cihut ont ete modifies () en vertu de I'rticle 13 de l Loi sur les societes commerciles cn diennes conformement I'vis cijoint; (b) under Section 27 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment designting series of shres; (c) under Section 171 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment; [X] (b) en vertu de I'rticle 27 de l Loi sur les societes commerciles cn diennes tel qu'indique dns les cluses modifictrices cijointes designnt une serie d'ctions; [ (c) en vertu de I'rticle 171 de l Loi sur les societes commerciles cn diennes tel qu'indique dns les cluses modifictrices cijointes; (d) under Section 185 of the Cnd Business Corportions Act s set out in the ttched Articles of Reorgniztion. D (d) en vertu de I'rticle 185 de l Loi sur les societes commerciles cn diennes tel qu'indique dns les cluses de reorgnistion cijointes; (e) under Section of the Cnd Business Corportions Act s set out in the ttched Articles of Arrngement. (e) en vertu de I'rticle de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses d'rrngement cijointes. ^ My 6, 1983 Director Directeur Dte of Amenmem Dte de l modifiction

79 FOURTH N CANADA BUSINESS CORPORATIONS ACT FORM 4 ARTICLES OF AMENDMENT (SECTION 27 OR 171) LOI SUR LES SOCIETES COMMERCIALES CANADIENNES FORMULE 4 CLAUSES MODIFICATRICES (ARTICLE 27 OU 171) 1 Nme of Corportion 2 Corportion No. de l societe LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE 3 The rticles of the bovenmed corportion Les sttuts de l societe cihut mentionnee sont re mended s follows: modifies de l fcon suivnte: Prt L of the rticles is relettered s Prt M. between Prt K nd Prt M s follows: A new Prt L is inserted in the rticles, L. JUNIOR PREFERRED SHARES SERIES The fourth series of the clss of Junior Preferred Shres consists of 20,000 shres without nominl or pr vlue, designted Junior Preferred Shres, Fourth Series, which, in ddition to the rights, privileges, restrictions nd conditions ttching to the Junior Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Definitions For the purposes of these provisions: () (b) "verge prime rte" for ny dividend pyment period mens the rithmetic men (rounded to the nerest 0.01%) of the prime rte for ech dy during such period, other thn the lst 7 business dys thereof; "dividend pyment dte" mens the lst dy of Mrch, June, September nd December in ech yer; (c) "dividend pyment period" mens period beginning on dividend pyment dte nd ending on the dy immeditely prior to the next subsequent dividend pyment dte, nd includes the period beginning on the dte on which the Junior Preferred Shres, Fourth Series re first issued nd ending on the dy immeditely prior to the next subsequent dividend pyment dte; (d) (e) (f) "dividend rte" for ny dividend pyment period mens the sum of 2/3 of the verge prime rte for such period, plus.75%; "finl distribution" mens ny distribution of ssets of the Corportion mong its shreholders upon liquidtion, dissolution or winding up, whether voluntry or involuntry, or ny other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs; "prime rte" for ny dy mens the rte of interest, expressed s n nnul rte, reported by the Cndin Imperil Bnk of Commerce or its successors to be the lowest rte of interest chrged by it on such dy on demnd lons in Cndin currency to its most creditworthy commercil customers in Cnd; nd

80 2 (g) "redemption price" mens $100 per Junior Preferred Shre, Fourth Series redeemed or purchsed or held t the dte of finl distribution, s the cse my be, plus ll unpid dividends ccrued thereon up to but not including the dte of redemption, purchse or finl distribution. 2. Dividends 2.1 Pyment of Dividends: Subject to the rights nd restrictions ttching to the First Preferred Shres nd the Second Preferred Shres, the holders of Junior Preferred Shres, Fourth Series shll be entitled to receive s nd when declred by the bord of directors out of the moneys of the Corportion properly pplicble to the pyment of dividends preferentil cumultive dividends in the mounts determined from time to time in ccordnce with Section 2.2. Such dividends shll ccrue on dytody bsis from nd including the dte of issue nd shll be pyble on ech dividend pyment dte t pr t ny brnch in Cnd of the Corportion's bnkers for the time being. If on ny dividend pyment dte the Corportion does not py the sid dividends in full on ll 3unior Preferred Shres, Fourth Series then outstnding, such dividends or the unpid prt thereof shll be pid subsequently before ny dividends re declred or pid on the Common Shres (or ny other shres which by virtue of the provisions ttching thereto expressly rnk fter the 3unior Preferred Shres with respect to priority in the pyment of dividends), other thn stock dividends in Common Shres (or in ny other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of dividends nd finl distributions). 2.2 Amount of Dividends: Subject s hereinfter provided, the mount of the dividend pyble on ny dividend pyment dte on ny Junior Preferred Shre, Fourth Series then outstnding shll be equl to the mount (rounded to the nerest $0.01) clculted by multiplying the dividend rte for the dividend pyment period ending on the dy before such dividend pyment dte by $100 nd multiplying the result by frction of which the numertor is the number of dys in such dividend pyment period nd the denomintor is the number of dys in the clendr yer in which such dividend pyment flls. To clculte the dividend pyble on other thn dividend pyment dte the number of dys in the period beginning on the immeditely preceding dividend pyment dte nd ending on the dy immeditely preceding the dte of such dividend pyment shll be deemed to be the relevnt dividend pyment period. The dividend pyble on ny dividend pyment dte to ny holder of 3unior Preferred Shres, Fourth Series shll be clculted by multiplying the mount of the dividend pyble on such dte on ech such shre held by such holder by the totl number of Junior Preferred Shres, Fourth Series held by such holder. 3. Redemption nd Purchse 3.1 Right to Redeem or Purchse: Subject to this Article 3, the Cnd Business Corportions Act nd the rights nd restrictions ttching to the First Preferred Shres nd the Second Preferred Shres, the Corportion my redeem or purchse 3unior Preferred Shres, Fourth Series. 3.2 Redemption Right: The Corportion my redeem ll or from time to time ny of the outstnding Junior Preferred Shres, Fourth Series on pyment to the holders thereof of the redemption price. If less thn ll of the outstnding Junior Preferred Shres, Fourth Series re to be redeemed, the shres to be redeemed shll be selected by lot or (disregrding frctions) pro rt to the number of such shres then registered in the nme of ech shreholder, s the directors determine.

81 3 3.3 Redemption Procedure: () At lest 30 dys before the dte fixed for redemption ("redemption dte") the Corportion shll send written notice of redemption to ech registered holder of the shres to be redeemed. The notice shll set out the redemption price, the redemption dte, the plce of redemption nd, in cse of prtil redemption, the number of shres to be redeemed. Accidentl filure to give such notice to ny shreholder shll not ffect the vlidity of such redemption. (b) On nd fter the redemption dte the Corportion shll py the redemption price or cuse it to be pid to or to the order of the registered holders of the shres to be redeemed, on presenttion nd surrender of the certifictes representing such shres. The shres shll thereupon be redeemed. From nd fter the redemption dte, the holders of the shres clled for redemption shll cese to be entitled to ny rights of shreholders in respect thereof, except to receive the redemption price, unless it is not pid or deposited in ccordnce herewith (in which cse their rights shll remin unimpired). (c) The Corportion my t ny time deposit the entire redemption price of the shres clled for redemption, or the prt of it then unclimed by the persons entitled thereto, in ny Cndin chrtered bnk or trust compny nmed in the notice of redemption or in subsequent notice to the holders of the shres in respect of which the deposit is mde, in specil ccount for the holders of such shres. On the dte of deposit (or redemption dte, if lter) the rights of the holders of the shres in respect of which the deposit is mde shll be limited to receiving, without interest, the redemption price of their redeemed shres upon presenttion nd surrender of the certifictes representing such shres. Any interest on such deposit belongs to the Corportion. (d) If less thn ll of the shres represented by ny certificte re redeemed, new certificte for the blnce shll be issued t the Corportion's expense. 3.4 Purchse: The Corportion my purchse ll or from time to time ny of the outstnding Junior Preferred Shres, Fourth Series in the mrket or by privte contrct or pursunt to tenders received by the Corportion upon n invittion for tenders ddressed to ll holders of Junior Preferred Shres, Fourth Series t the lowest price t which in the opinion of the directors such shres re obtinble. However, such price shll not exceed the redemption price plus resonble costs of purchse. If the Corportion receives tenders t the sme price for more Junior Preferred Shres, Fourth Series thn the Corportion is prepred to purchse t such price, the shres to be purchsed shll be selected from the shres offered t such price pro rt (disregrding frctions) to the number of shres offered in ech such tender, in such mnner s the directors determine. 4. Conversion Privilege 4.1 Definition: In this Article 4, () (b) "Shres" mens the present Common Shres or their equivlent in ny other shres into which the present Common Shres my hve been converted, consolidted or subdivided; nd "fir mrket vlue" mens, with respect to the Shres into which ny Junior Preferred Shres, Fourth Series re to be converted, the medin between the highest nd lowest per shre selling prices for trdes in bord lots of the Shres on The Toronto Stock Exchnge on the business dy next preceding the dy on which such Junior Preferred Shres, Fourth Series re issued. In the event no such bord

82 4 lots hve been trded on such dy, the fir mrket vlue shll be estblished on the sme bsis on the next preceding dy for which such trdes were reported by such Exchnge. 4.2 Right to Convert: A holder of ny junior Preferred Shres, Fourth Series my, on ny dividend pyment dte, convert ny of them into the number of Shres determined by the following formul: The number of Junior Preferred Shres, Fourth Series to be converted multiplied by 100 shll be divided by the fir mrket vlue of the Shres nd ny frction shll be excluded. 4.3 Conversion Procedure; Any shreholder desiring to exercise his conversion right shll deliver to the Corportion t its registered office t lest 7 dys prior to the next succeeding dividend pyment dte written notice exercising such right, nming the person(s) in whose nme the Shres re to be issued nd the number of Shres to be issued to ech, together with the certificte(s) for the Junior Preferred Shres, Fourth Series to be converted, duly endorsed by n pproprite person. If ny of the Shres re to be issued to persons other thn the holder of such Junior Preferred Shres, Fourth Series ll other conditions precedent to the Corportion's duty to register trnsfer of shres shll lso be stisfied. Upon such delivery nd if such conditions re stisfied, ech person in whose nme the Shres re to be issued s designted in the sid notice shll be deemed for ll purposes the holder of record t such delivery dte of fully pid nd nonssessble Shres in the cpitl of the Corportion in the number designted in such notice. Such persons shll be entitled to delivery by the Corportion of certifictes representing their Shres promptly fter the exercise of such conversion right nd the stted cpitl ccounts mintined by the Corportion for the Junior Preferred Shres, Fourth Series nd for the Shres shll utomticlly be djusted to reflect the conversion. If less thn ll of the Junior Preferred Shres, Fourth Series represented by ny certificte re converted, the holder shll be entitled to receive, t the expense of the Corportion, new certificte representing the blnce. 4.4 Adjustment for Stock Dividends; If the Corportion declres nd pys ny dividend on its Shres pyble, t the holder's option or otherwise, wholly or prtly in those Shres, the Corportion shll deliver t the time of exercise therefter of the right of conversion by ny holder of Junior Preferred Shres, Fourth Series such dditionl number of Shres s would hve resulted from such stock dividend if the right of conversion hd been exercised by the converting shreholder before the dte of such dividend nd if he hd exercised ny such option. 4.5 Notice of Stock Dividends nd Rights Offerings; If the Corportion proposes to () py ny dividend on its Shres pyble, t the holder's option or otherwise, wholly or prtly in shres in the cpitl of the Corportion, or (b) issue subscription wrrnts or other rights to the holders of its Shres generlly to purchse shres in the cpitl of the Corportion, the Corportion shll so notify ech holder of Junior Preferred Shres, Fourth Series in writing t lest 17 dys prior to the next dividend pyment dte which precedes the record dte for such dividend or the issue of such rights. 4.6 Disputes: If ny question rises with respect to the number of Shres to be issued on ny exercise of the conversion privilege, it shll be conclusively determined by the uditor of the Corportion whose determintion shll bind the Corportion nd ll shreholders.

83 , No Frctions: Notwithstnding nything herein, the Corportion shll not issue frctionl Shres in stisfction of ny conversion privilege herein; the fir mrket vlue of ny frctionl Shre being included in the ggregte stted cpitl for the Shres issued upon the conversion. 5. Finl Distribution In the event of finl distribution, the holders of the Junior Preferred Shres, Fourth Series shll be entitled to receive their redemption price before ny distribution to the holders of the Common Shres (or ny other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres with respect to priority in the pyment of finl distributions), but no more. 6. Restriction on Retirement of 3unior Shres Without the pprovl of the holders of the 3unior Preferred Shres, Fourth Series given in writing by the holders of mjority of the Junior Preferred Shres, Fourth Series then outstnding or expressed by resolution t meeting of the holders of the Junior Preferred Shres, Fourth Series duly clled for considering the sme nd crried by not less thn 662/3% of the votes cst thereon by holders of Junior Preferred Shres, Fourth Series the Corportion shll not cll for redemption, redeem, purchse or otherwise cquire for vlue ny Common Shres (or other shres which by virtue of the provisions ttching thereto expressly rnk fter the Junior Preferred Shres in pyment of dividends nd finl distributions), or distribute ny property on reduction of stted cpitl of ny such shres, unless ll dividends ccrued on the outstnding Junior Preferred Shres, Fourth Series to nd including the dividend pyble on the lst preceding dividend pyment dte hve been declred nd pid or set prt for pyment. 7. Chnges The Corportion my not dd, chnge or remove ny right, privilege, restriction or condition ttched to the Junior Preferred Shres, Fourth Series s series without such pprovl s my then be required by the Cnd Business Corportions Act to be given by the holders thereof. / /^\._..^ s. ^\ rt^^ Dte My 5^1983Signture"JDescription Secretry of Office Description du poste FOR DEPARTMENTAL USE ONLY A L'USAGE DU MINISTERE SEULEMENT Corportion No.No de l societe FiledDeposee 31^1.^ 7);V, inl^^

84 Denomintion Numero CANADA Certificte of Amendment Cnd Business Corportion Act Certifict de modifiction Loi sur les societes commerciles cndiennes LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of Corportion de l SOCIAL Number I hereby certify tht the Articles of the bovementioned Corportion were mended () under section 13 of the Cnd Business Corportions Act in c cordnce with the ttched notice; (b) under Section 27 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment designting series of shres; (c) under Section 171 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment; (d) under Section 185 of the Cnd Business Corportions Act s set out in the ttched Articles of Reorgniztion; (e) under Section of the Cnd Business Corportions Act s set out in the ttched Articles of Arrngement. D D D Je certifie pr les presentes que les sttuts de l societe mentionnee cihut ont ete modifies () en vertu de I'rticle 13 de l Loi sur les societes commerciles cndiennes conformement I' vis cijoint; (b) en vertu de I'rticle 27 de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses modifictrices cijointes designnt une serie d'ctions; (c) en vertu de I'rticle 171 de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses modifictrices cijointes; (d) en vertu de I'rticle 185 de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses de reorgnistion cijointes; (e) en vertu de I'rticle de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses d'rrngement cijointes. November 10, Director Directeur Dte ot Amendment Dte de l modifiction

85 SECOND ARTICLES OF AMENDMENT 1. Nme of Corportion: Loblw Compnies Limited Les Compgnies Loblw Limitee 2. Corportion No The rticles of the bove nmed corportion re mended s follows: () (b) Prt D of the rticles is deleted. A new Prt D is inserted in the rticles s follows: D. FIRST PREFERRED SHARES SERIES The third series of the sid clss of First Preferred Shres consists of 371,244 shres without nominl or pr vlue, designted First Preferred Shres, Second Series which, in ddition to the rights, privileges, restrictions nd conditions ttching to the First Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions: 1. Dividends The holders of the First Preferred Shres, Second Series shll be entitled to receive, nd the Corportion shll py thereon if, s nd when declred by the bord of directors out of moneys of the Corportion properly pplicble to the pyment of dividends fixed cumultive preferentil csh dividends t the rte of $3.70 per shre per nnum pyble qurterly on the first dys of Mrch, 3une, September nd December in ech yer. Such dividends shll ccrue from such dte or dtes s my in the cse of ech issue be determined by the bord of directors of the Corportion or in cse no dte be so determined then from the dte of llotment. Wrrnts or cheques of the Corportion pyble t pr t ny brnch of the Corportion's bnkers for the time being in Cnd (Yukon Territory excepted) shll be issued in respect of such dividends. If on ny dividend pyment dte the dividend pyble on such dte is not pid in full on ll of the First Preferred Shres, Second Series then issued nd outstnding, such dividend or the unpid prt thereof shll be pid on subsequent dte or dtes determined by the bord of directors of the Corportion on which the Corportion shll hve sufficient moneys properly pplicble to the pyment of the sme. The holders of

86 2 the First Preferred Shres, Second Series shll not be entitled to ny dividends other thn or in excess of the csh dividends hereinbefore provided for. 2. Liquidtion, Dissolution or Winding Up In the event of the liquidtion, dissolution or windingup of the Corportion or other distribution of ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs, the holders of the First Preferred Shres, Second Series shll be entitled to receive the sum of $67.00 per shre together with ll unpid preferentil dividends (which for such purpose shll be clculted s if such dividends were ccruing for the period from the expirtion of the lst qurterly period for which dividends hve been pid up to the dte of distribution) before ny mount shll be pid or ny property or ssets of the Corportion distributed to the holders of ny Common Shres or shres of ny other clss rnking junior to the First Preferred Shres, Second Series. After pyment to the holders of the First Preferred Shres, Second Series of the mount so pyble to them they shll not be entitled to shre in ny further distribution of property or ssets of the Corportion. 3. Redemption nd Purchse for Restortion 3.1 Purchse for Restortion: The Corportion my t ny time or times purchse (if obtinble) the whole or ny prt of the First Preferred Shres, Second Series outstnding from time to time in the mrket (including purchse through or from n investment deler or firm holding membership on recognized stock exchnge) or by invittion for tenders ddressed to ll the holders of record of the First Preferred Shres, Second Series outstnding t the lowest price t which, in the opinion of the bord of directors, such shres re obtinble but not exceeding $70.00 per shre plus costs of purchse nd ll unpid preferentil dividends (which for such purpose shll be clculted s if such dividends were ccruing for the period from the expirtion of the lst qurterly period for which dividends hve been pid up to the dte of purchse). If upon ny invittion for tenders under the provisions of this prgrph the Corportion shll receive tenders of First Preferred Shres, Second Series t the sme lowest price which the Corportion my be willing to py in n ggregte number greter thn the number for which the Corportion is prepred to ccept tenders, the First Preferred Shres, Second Series so tendered shll be purchsed so nerly s my be pro rt

87 3 <disregrding frctions) ccording to the number of First Preferred Shres, Second Series so tendered by ech of the holders of First Preferred Shres, Second Series who submitted tenders t the sid sme lowest price. From nd fter the dte of purchse of ny First Preferred Shres, Second Series under the provisions of this prgrph the shres so purchsed shll be deemed to be redeemed nd shll be restored to the sttus of uthorized but unissued First Preferred Shres s clss nd not of ny designted series. 3.2 Redemption Right; Subject to the provisions of the Cnd Business Corportions Act, the Corportion my upon giving notice s hereinfter provided redeem t ny time the whole or from time to time ny prt of the then outstnding ^Frrst "Preferred Shres, Second Series on pyment for ech shre to be redeemed of i $70.00, together with ll unpid preferentil dividends (which for such purpose shll be clculted s if the dividends on the First Preferred Shres, Second Series were ccruing for the period from the expirtion of the lst qurterly period for which dividends hve been pid up to the dte of such redemption). In cse prt only of the then outstnding First Preferred Shres, Second Series is t ny time to be redeemed, the shres so to be redeemed shll be selected by lot in such mnner s the directors or the trnsfer gent ppointed by the Corportion in respect of the First Preferred Shres, Second Series shll decide or if the directors so determine my be redeemed pro rt disregrding frctions. 3.3 Redemption Procedure: In ny cse of redemption of First Preferred Shres, Second Series under the provisions of Section 3.2 hereof, the Corportion shll t lest 30 d^ys before the dte specified for redemption mil to ech person who t the dte of miling is registered holder of First Preferred Shres, Second Series to be redeemed notice in writing of the intention of the Corportion to redeem such First Preferred Shres, Second Series. Such notice shll be miled in prepid letter ddressed to ech such shreholder t his ddress s it ppers on the books of the Corportion or in the event of the ddress of ny such shreholder not so ppering then to the lst known ddress of such shreholder, provided, however, tht ccidentl filure to give ny such notice to one or more of such holders shll not ffect the vlidity of such redemption s to the other holders. Such notice shll set out the redemption price nd the dte on which redemption is to tke plce nd if prt only of the shres held by the person to whom it is ddressed is to be redeemed the number thereof so to be redeemed. On or

88 ^ fter the dte so specified for redemption the Corportion shll py or cuse to be pid to or to the order of the registered holders of the First Preferred Shres, Second Series to be redeemed the redemption price on presenttion nd surrender t the hed office of the Corportion or ny other plce designted in such notice of the certifictes for the First Preferred Shres, Second Series clled for redemption. Such First Preferred Shres, Second Series shll thereupon be nd be deemed to be redeemed nd shll be restored to the sttus of uthorized but unissued First Preferred Shres s clss nd not of ny designted series. If prt only of the shres represented by ny certificte be redeemed, new certificte for the blnce shll be issued t the expense of the Corportion. From nd fter the dte specified in ny such notice, the First Preferred Shres, Second Series clled for redemption shll cese to be entitled to dividends nd the holders thereof shll not be entitled to exercise ny of the rights of shreholders in respect thereof unless pyment of the redemption price shll not be mde upon presenttion of certifictes in ccordnce with the foregoing provisions, in which cse the rights of the holders shll remin unffected. The Corportion shll hve the right t ny time fter the miling of notice of its intention to redeem ny First Preferred Shres, Second Series s foresid to deposit the redemption price of the shres so clled for redemption or of such of the sid shres represented by certifictes which hve not t the dte of such deposit been surrendered by the holders thereof in connection with such redemption to specil ccount in ny chrtered bnk or ny trust compny in Cnd nmed in such notice to be pid without interest to or to the order of the respective holders of such First Preferred Shres, Second Series clled for redemption upon presenttion nd surrender to such bnk or trust compny of the certifictes representing the sme nd upon such deposit being mde or upon the dte specified for redemption in such notice, whichever is the lter, the First Preferred Shres, Second Series in respect whereof such deposit shll hve been mde shll be deemed to be redeemed nd shll be restored to the sttus of uthorized but unissued First Preferred Shres s clss nd not of ny designted series nd the rights of the holders thereof fter such deposit or such redemption dte, s the cse my be, shll be limited to receiving without interest their proportionte prt of the totl redemption price so deposited ginst presenttion nd surrender of the sid certifictes held by them respectively.

89 5 4. Mndtory Purchse Requirements 50 long s ny of the First Preferred Shres, Second Series re outstnding nd the Compny is not in rrers in pyment of ny preferentil dividends on the First Preferred Shres, the Compny shll, in the fiscl yer of the Compny commencing Jnury 1, 1984 nd in ech fiscl yer therefter, pply $400,000 to the retirement of First Preferred Shres, Second Series; provided tht no such ppliction shll be required to be mde in ny fiscl yer of the Corportion except to the extent tht First Preferred Shres, Second Series re vilble for purchse by the Corportion in tht fiscl yer t price not exceeding $67.00 per shre; nd provided further tht ny mount not so pplied in ny fiscl yer of the Corportion by reson of the foregoing provision shll not be required to be pplied in ny succeeding fiscl yer of the Corportion. 5. Redemption of Junior Shres 5.1 When Dividends Unpid: So long s ny First Preferred Shres, Second Series re outstnding, no dividend shll t ny time "be declred or pid on or set prt for nor shll the Corportion redeem, purchse, reduce or otherwise py off ny Second Preferred Shres, Junior Preferred Shres or Common Shres or ny other shres of the Corportion rnking junior to the First Preferred Shres unless ll dividends up to nd including the dividend pyble on the lst preceding dividend pyment dte on ll the First Preferred Shres then issued nd outstnding shll hve been declred nd pid or provided for. 5.2 Redemption Tests: So long s ny First Preferred Shres, Second Series re outstnding, the Corportion shll not, without the uthoriztion of the holders of the First Preferred Shres, Second Series, redeem, purchse, reduce or otherwise py off (except out of the proceeds of n issue of shres rnking junior to the First Preferred Shres) ny Second Preferred Shres, Junior Preferred Shres or Common Shres or ny other shres rnking junior to the First Preferred Shres if, fter giving effect thereto, the ggregte mount of the stted cpitl ccounts mintined for the Second Preferred Shres, Junior Preferred Shres nd Common Shres nd ny other shres rnking junior to the First Preferred Shres plus the consolidted erned surplus (s hereinfter defined nd s t dte not more thn 120 dys preceding such redemption, purchse, reduction or other pyment off) would be less thn the sum of $35,

90 6 5.3 Consolidted Erned Surplus; "Consolidted erned surplus" s used herein mens the mount of $186,120,000 plus the consolidted net ernings erned subsequent to Jnury 1, 1983 (the profits or losses of ny subsidiry to be included only from the dte when such subsidiry becme subsidiry) nd fter deducting ll dividends pid on ll clsses of shres of the Corportion nd ll other chrges properly chrgeble to erned surplus, the whole s determined on consolidted bsis in ccordnce with sound ccounting prctice; provided, however, tht if the opertions of the Corportion nd its subsidiries subsequent to Jnury 1, 1983 result in consolidted net loss (to be determined on the bsis s is bove provided for determintion of consolidted net ernings nd fter deducting ll dividends nd other chrges s foresid) then consolidted erned surplus s used herein mens the mount of $186,120,000 less the mount of such consolidted net loss. 5.^ Subsidiry; "Subsidiry compny" or "subsidiry" s used herein mens ny corportion or compny of which more thn ninety per cent (90%) of the outstnding voting shres re for the time being owned by or held for the Corportion nd/or ny subsidiry of the Corportion. 5.5 Determintion of Consolidted Erned Surplus: For the purposes of this prgrph 5 consolidted erned surplus shll be determined by the uditors of the Corportion whose determintion shll be conclusive nd binding on ll prties in interest. FOR DEPARTMENTAL^JSE ONLY Corportion No>No'oe l soci^te A L'USAGE DU MINISTERE SEULEMENT FiledDeposee muji L ^1 \j \^^w ^

91 Denomintion Numero Consumer nd Corporte Affirs Cnd Consommtion et Corportions Cnd Certificte of Amendment Certifict de modifiction Cnd Business Corportions Act Loi sur les societes commerciles cndiennes LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of Corportion de l soc'ete Number I hereby certify tht the Articles of the bovementioned Corportion were mended Je certifie pr les presentes que les sttuts de l societe mentionnee cihut ont ete modifies () under section 13 of the Cnd Business Corportions Act in ccord nce with the ttched notice; (b) under Section 27 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment designting series of shres; (c) under Section 171 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment; (d) under Section 185 of the Cnd Business Corportions Act s set out in the ttched Articles of Reorgniztion; (e) under Section of the Cnd Business Corportions Act s set out in the ttched Articles of Arrngement. () en vertu de I'rticle 13 de l Loi sur les societes commerciles cndiennes conformement I'vis cijoint; (b) en vertu de I'rticle 27 de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses modifictrices cijointes designnt une serie d'ctions; (c) en vertu de I'rticle 171 de l Loi sur les societes commerciles cn diennes tel qu'indique dns les cluses modifictrices cijointes; (d) en vertu de I'rticle 185 de l Loi sur les societes commerciles cn diennes tel qu'indique dns les cluses de reorgnistion cijointes; (e) en vertu de I'rticle de l Loi sur les societes commerciles cn diennes tel qu'indique dns les cluses d'rrngement cijointes. Le Directeur April 29, 1986 le 29 vril 1986 Director Dte of Amendment Dte de l modifiction Cnd'

92 CANADA BUSINESS CORPORATIONS ACT FORM 4 ARTICLES OF AMENDMENT (SECTION 27 OR 171) LOI SUR LES SOCIETES COMMERCIALES CANADIENNES FORMULE 4 CLAUSES MODIF1CATRJCES (ARTICLE 27 OU 171) T^Nme ol CorportionDenomintion de l societe 2^Corportion No. y.o oe Ie societe LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE _L/ The rticles of the bovenmed corportion re mended s follows: Les stiuts de l societe cihut menlionee sont modifies de l fcon suivnie: To chnge ech of the issued Coimnon Shres of the Corportion into two Common Shres of the Corportion, effective 8:00 p.m., Estern Dylight Time, My 16, Dte April 29, win FQ^ DEPARTMENTAL USE ONLY Corpowt4on"No.No de l societe Description of CfficeDcscri?>ion du poste Secretry A L'USAGE DU MIMSTERE SEULEMENT 39 y ^/^/ 'y< 7^ / //0^

93 Denomintion Numero ^insumer nd C "porte Affirs Cnd Consommtion et Corportions Cnd Certificte of Amendment Certifict de modifiction Cnd Business Corportions Act Loi sur les societes commerciles cndiennes LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of Corportion de l soc'ete Number I hereby certify tht the Articles of the bovementioned Corportion were mended () under section 13 of the Cnd Business Corportions Act in ccord nce with the ttched notice; (b) under Section 27 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment designting series of shres; (c) under Section 171 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment; (d) under Section 185 of the Cnd Business Corportions Act s set out in the ttched Articles of Reorgniztion; (e) under Section of the Cnd Business Corportions Act s set out in the ttched Articles of Arrngement. Je certifie pr les presentes que les sttuts de l societe mentionnee cihut ont ete modifies () en vertu de I'rticle 13 de l Loi sur les societes commerciles cndiennes conformement I'vis cijoint; (b) en vertu de I'rticle 27 de l Loi sur les societes commerciles cndiennes tel qu'indique dns les cluses modifictrices cijointes designnt une serie d'ctions; (c) en vertu de I'rticle 171 de l Loi sur les societes commerciles cn diennes tel qu'indique dns les cluses modifictrices cijointes; (d) en vertu de I'rticle 185 de l Loi sur les societes commerciles cn diennes tel qu'indique dns les cluses de reorgnistion cijointes; (e) en vertu de I'rticle de l Loi sur les societes commerciles cn diennes tel qu'indique dns les cluses d'rrngement cijointes. Le Directeur July 4, 1986 le 4 juillet 1986 Dle of Amendment Dte de l modifiction Cnd'

94 The Nme Corportion N" Jonsumer nd Corporle Affirs Cnd Consommtion et Corportions Cnd CP C "l Bu siness,'tion s Act Loi sur les societes commerciles cndiennes JSFCTIfIN?7 I ^ocuiiun <.» i W 171) ( ARTICLE 27 OU 171) 1 of Corportion Denomintion de l societe 2 No. de l societe LOB LES LAW COMPANIES LIMITED COMPAGNIES LOBLAW LIMITEE rticles of the bovenmed corportion re mended s follows: Les sttuts de l societe cihut mentionnee sont modifies de l (eon suivnte: The nnexed Schedule 1 is incorported in this form. Dte July. ), 1986 CCA13B7 (4/85) Signture ^C^d Oecription of Office Description du poste nct.yrt^tt FOR DEPARTMENTAL USE ONLY FitedDepos.. A L'USAGE DU MINISltRE SEULEMENT ^41986

95 LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE SCHEDULE 1 ARTICLES OF AMENDMENT SECOND PREFERRED SHARES THIRD SERIES The third series of the clss of Second Preferred Shres consists of 3,000,000 shres without nominl or pr vlue, designted Cumultive Redeemble Retrctble Second Preferred Shres, Third Series (the "Second Preferred Shres, Third Series") which, in ddition to the rights, privileges, restrictions nd conditions ttching to the Second Preferred Shres s clss, crry nd re subject to the following rights, privileges, restrictions nd conditions; Priority (1) The Second Preferred Shres, Third Series shll rnk junior to the First Preferred Shres of the Corportion with respect to priority in the pyment of dividends nd in the distribution of ssets in the event of the liquidtion, dissolution or windingup of the Corportion, whether voluntry or involuntry, or ny other distribution of the ssets of the Corportion mong its shreholders for the purpose of winding up its ffirs (hereinfter clled "liquidtion distributions"), nd shll be subject to ny preferences nd other rights, privileges, restrictions nd conditions which re ttched to the First Preferred Shres s clss nd to ny other clss of shres of the Corportion tht rnks senior to the Second Preferred Shres with respect to priority in the pyment of dividends nd/or on liquidtion distributions, nd to ech series of the First Preferred Shres nd of ny such other seniorrnking clss of shres; the Second Preferred Shres, Third Series shll rnk on prity with ny other series of the Second Preferred Shres with respect to the pyment of dividends nd on liquidtion distributions; nd the Second Preferred Shres, Third Series shll rnk senior to ech series of Junior Preferred Shres of the Corportion nd to the Common

96 2 Shres of the Corportion with respect to priority in the pyment of dividends nd on liquidtion distributions. Issue Price (2) The issue price of the Second Preferred Shres, Third Series shll be $25.00 per shre. Dividends (3) The holders of the Second Preferred Shres, Third Series shll be entitled to receive nd the Compny shll py thereon, s when declred by the Bord of Directors of the Corportion out of the moneys of the Corportion properly pplicble to the pyment of dividends, fixed cumultive preferentil csh dividends t the rte of $1.825 per shre per nnum; such dividends shll ccrue from July 9, 1986 or, if the Second Preferred Shres, Third Series re not issued on such dte, such dividends shll ccrue from ny lter dte on which the Second Preferred Shres, Third Series re issued; such dividends shll be pyble by qurterly instlments of $ per shre on the first dy of Mrch, June, September nd December in ech yer; the first dividend, if declred, will be pyble on September 1, 1986 nd the mount pyble shll be such mount per shre s the Corportion shll determine to be pyble clculted on the bsis of nd qurterly rte of $ ; cheques of the Corportion pyble t pr t ny brnch of the Corportion's bnkers in Cnd shll be issued in respect of such dividends nd the miling of such cheque to ny holder shll stisfy the dividend represented thereby unless the cheque be not pid on presenttion; no shreholder shll be entitled to recover by ction or other legl process ginst the Corportion ny dividend tht is represented by cheque tht hs not been duly presented to the Corportion's bnkers for pyment or tht otherwise remins unclimed for period of six yers from the

97 3 dte on which it ws pyble; notwithstnding the foregoing, the Bord of Directors my determine t ny time or from time to time, with respect to ny csh dividend declred pyble or tht my be declred pyble on the Second Preferred Shres, Third Series, tht the holders of the Second Preferred Shres, Third Series, or the holders of Second Preferred Shres, Third Series whose ddresses in the Corportion's records re in Cnd or in Cnd nd in specified jurisdictions outside Cnd, shll hve the right to elect to receive, in lieu of such csh dividends, stock dividend pyble in shres of ny clss or series of shres of the Corportion specified by the Bord of Directors nd hving vlue, s determined or to be determined by the Bord of Directors, tht is substntilly equivlent, s of dte or period of dys determined or to be determined by the Bord of Directors, to the mount of such csh dividend, provided tht shreholders who elect to receive stock dividend shll receive csh in lieu of ny frctionl shre interests to which they would be entitled s result of such election unless the Bord of Directors shll otherwise determine; if on ny dividend pyment dte the dividend pyble on such dte is not pid in full on ll the Second Preferred Shres, Third Series then outstnding, such dividend or the unpid prt thereof shll be pid on subsequent dte or dtes determined by the Bord of Directors on which the Corportion shll hve sufficient moneys properly pplicble to the pyment of the sme; the holders of the Second Preferred Shres, Third Series shll not be entitled to ny dividends other thn the csh or stock dividends hereinbefore provided for. Voting Rights (4) Except s otherwise provided herein or in Prt E hereof, the holders of the Second Preferred Shres, Third Series shll not be entitled s such to receive notice of or to ttend or to vote t meetings of shreholders of the Corportion. In the event tht the Corportion fils to py four qurterly dividends on ny Second Preferred Shres,

98 4 Third Series, whether or not consecutive, the holders of the Second Preferred Shres, Third Series shll hve the right to receive notice of nd to ttend ech meeting of shreholders of the Corportion t which members of the bord of directors re to be elected nd which tkes plce more thn 60 dys fter the dte on which the filure first occurs (other thn seprte meeting of the holders of nother series or clss of shres) nd such holders shll lso hve the right t ny such meeting, voting seprtely, to elect one out of the totl number of directors of the Corportion, ech Second Preferred Shre, Third Series entitling the holder thereof to one vote for such purpose, until ll rrers of dividends on the Second Preferred Shres, Third Series shll hve been pid, whereupon such right shll cese unless nd until the sme shll gin rise under the provisions of this Article nd so on from time to time. The right of the holders of the Second Preferred Shres, Third Series to elect one director of the Corportion shll not pply t ny such meeting if or to the extent tht one director of the Corportion whose term of office does not expire t the meeting hs been previously elected to the bord of directors by the holders of the Second Preferred Shres, Third Series. Nothing contined herein shll () limit the right of the Corportion from time to time to increse or decrese the size of its bord of directors, or (b) entitle the holders of the Second Preferred Shres, Third Series to ny voting rights other thn for the election of one director of the Corportion s herein expressly provided. If ny director of the Corportion elected by the holders of Second Preferred Shres, Third Series shll die, resign or otherwise cese to be director of the Corportion otherwise thn due to the pyment of ll rrers of dividends on the Second Preferred Shres, Third Series, such vcncy my be filled by the holders of Second Preferred

99 5 Shres, Third Series meeting nd voting s series. The formlities to be observed with respect to the giving or wiver of notice of nd voting t ny such meeting (including, without in ny wy limiting the generlity of the foregoing, the record dtes for the giving of notice nd entitlement to vote), the quorum therefor nd the conduct thereof \ shll be those from time to time prescribed by the bylws of the Corportion with respect to generl meetings of shreholders. Liquidtion (5) In the event of liquidtion distribution, the holder of the Second Preferred Shres, Third Series shll be entitled to receive the mount of $25.00 per shre, together with ll ccrued nd unpid dividends thereon (which for such purpose shll be clculted s if such dividends, to the extent then unpid, were ccruing for the period from the expirtion of the lst qurterly period for which dividends thereon were pid in full up to the dte of distribution), nd, if such liquidtion distribution be voluntry, n dditionl mount equl to premium of $1.00 per shre if such event commences prior to September 1, 1991 or, if such event commences on or fter September 1, 1991, n dditionl mount equl to the premium, if ny, over $25.00 (nd over ny mount representing ccrued nd unpid dividends) which would be pyble s prt of the Redemption Price of the Second Preferred Shres, Third Series if such shres were to be redeemed in ccordnce with prgrph (6) of these provisions on the dte of commencement of such liquidtion distribution, before ny mount shll be pid by the Corportion or ny ssets of the Corportion shll be distributed to the holders of the Junior Preferred Shres, the Common Shres or to the holders of ny other clss of shres of the Corportion rnking junior to the Second Preferred Shres, Third Series with respect to liquidtion distributions; fter pyment to the holders of the Second Preferred Shres, Third Series of the mount so pyble to them, they shll not be entitled to shre in ny further distribution of ssets of the Corportion.

100 6 Redemption (6) The Corportion my not redeem the Second Preferred Shres, Third Series or ny of them prior to September 1, 1991; commencing on September 1, 1991, the Corportion, subject to prgrph (13) of these provisions, nd to pplicble lw, my redeem t ny time the whole or from time to time ny prt of the then outstnding Second Preferred Shres, Third Series on pyment for ech shre to be redeemed of: (i) $26.00 if redeemed in the twelve months beginning September 1, 1991; (ii) $25.50 if redeemed in the twelve months beginning September 1, 1992; (iii) $25.00 if redeemed in the twelve months beginning September 1, 1993 or therefter together in ech cse with ll ccrued nd unpid dividends thereon (which for such purpose shll be clculted s if such dividends, to the extent then unpid, were ccruing for the period from the expirtion of the lst qurterly period for which dividends were pid in full up to but not including the dte of such redemption) the whole being referred to for the purpose of these provisions s the "Redemption Price". Redemption Procedure (7) In ny cse of redemption of Second Preferred Shres, Third Series under the provisions of prgrph (6) hereof, the Corportion shll, t lest 30 dys before the dte specified for redemption, mil to ech person who t the dte of miling is registered holder of Second

101 7 Preferred Shres, Third Series to be redeemed notice in writing of the intention of the Corportion to redeem such Second Preferred Shres, Third Series; such notice shll set out the Redemption Price nd the dte on which redemption is to tke plce, nd, if prt only of the Second Preferred Shres, Third Series held by the person to whom such notice is ddressed re to be redeemed, the number thereof so to be redeemed; on or fter the dte so specified for redemption the Corportion shll py or cuse to be pid to or to the order of the holders of ech of the Second Preferred Shres, Third Series to be redeemed the Redemption Price thereof on presenttion nd surrender t the registered office of the Corportion or ny other plce designted in such notice of the certifictes representing such Second Preferred Shres, Third Series; such pyment shll be mde by cheque pyble t pr t ny brnch of the Corportion's bnkers in Cnd; from nd fter the dte specified for redemption in such notice, the Second Preferred Shres, Third Series clled for redemption shll cese to be entitled to dividends nd the holders thereof shll not be entitled to exercise ny of the rights of shreholders in respect thereof unless pyment of the Redemption Price thereof shll not be mde upon presenttion nd surrender of certifictes in ccordnce with the foregoing provisions, in which cse the rights of the holders shll remin unffected; the Corportion shll hve the right t ny time fter the miling of notice of its intention to redeem ny Second Preferred Shres, Third Series s foresid to deposit the Redemption Price of ech of the Second Preferred Shres, Third Series so clled for redemption, or of such of the sid shres represented by certifictes tht hve not t the dte of such deposit been surrendered by the holders thereof in connection with such redemption, in specil ccount in ny chrtered bnk or ny trust compny in Cnd nmed in such notice to be pid without interest to or to the order of the respective holders of such Second Preferred Shres, Third Series, upon presenttion nd surrender to such bnk or trust compny of the certifictes representing the sme, nd upon such deposit being mde or upon the dte specified for redemption in such.notice, whichever is the lter, the Second Preferred Shres, Third Series in respect whereof such

102 8 deposit shll hve been mde shll be redeemed nd the rights of the holders thereof fter such deposit or such redemption dte, s the cse my be, shll be limited to receiving without interest the Redemption Price so deposited nd pplicble to their shres ginst presenttion nd surrender of the sid certifictes held by them respectively; ny interest llowed on ny such deposit shll belong to the Corportion; if prt only of the Second Preferred Shres, Third Series re to be redeemed, the shres to be redeemed shll be selected by lot in such mnner s the Bord of Directors or the trnsfer gent therefor shll decide or, if the Bord of Directors so decides, shll be redeemed, on pro rt bsis (disregrding frctions); if prt only of the Second Preferred Shres, Third Series represented by ny certificte or certifictes re redeemed, new certificte for the blnce shll be issued t the expense of the Corportion. Purchse Privilege (8) Subject to prgrph (13) of these provisions, the Corportion my t ny time or from time to time purchse (if obtinble) ll or ny prt of the Second Preferred Shres, Third Series t the lowest price or prices t which, in the opinion of the Bord of Directors, such shres re obtinble, provided tht, if ny such shres re purchsed otherwise thn (i) through the fcilities of stock exchnge on which the Second Preferred Shres, Third Series re listed or (ii) by n invittion for tenders ddressed to ll the holders of Second Preferred Shres, Third Series, they my not be purchsed t price exceeding $26.00 per shre together with the costs of purchse nd ll ccrued nd unpid dividends thereon (which for such purpose shll be clculted s if such dividends, to the extent then unpid, were ccruing for the period from the expirtion of the lst qurterly period for which dividends were pid in full up to the dte of purchse) if the purchse is mde prior to September 1, 1991 or, if the purchse is mde on or fter tht dte, t price exceeding the Redemption Price pyble if

103 9 such shres were to be redeemed in ccordnce with prgrph (6) of these provisions on the dte of purchse together with the costs of purchse; if upon ny invittion for tenders under the provisions of this prgrph (8) more Second Preferred Shres, Third Series re tendered t price or prices cceptble to the Corportion thn the Corportion is willing to purchse, the Corportion shll ccept, to the extent required, the tenders submitted t the lowest price nd then, if nd s required, the tenders submitted t the next progressively higher prices nd, if more shres re tendered t ny such price thn the Corportion is prepred to purchse, the shres tendered t tht price shll be purchsed s nerly s my be pro rt (disregrding frctions) ccording to the number of Second Preferred Shres, Third Series so tendered by ech of the holders of the Second Preferred Shres, Third Series who submitted tenders t tht price. Purchse Obligtion (9) Subject to prgrph (13) of these provisions, so long s ny of the Second Preferred Shres, Third Series shll be outstnding, the Corportion shll mke ll resonble efforts to purchse in the mrket in ech clendr qurter commencing with the qurter beginning September 1, 1993 t such time or times s the Corportion in its discretion shll determine, one per cent of the totl number of the Second Preferred Shres, Third Series outstnding immeditely fter the close of business on September 1, 1993, if nd to the extent tht such shres re vilble for purchse t price or prices not exceeding $25.00 per shre plus the costs of purchse, nd such obligtion to purchse shll crry over to the succeeding clendr qurters in the sme clendr yer to the extent tht such obligtion is not fully performed in prticulr clendr qurter; provided tht to the extent tht the Corportion is unble, notwithstnding ll such resonble efforts to purchse n ggregte of four per cent of such number of the Second Preferred Shres, Third Series in the four qurters of ny clendr yer

104 10 t price or prices not exceeding $25.00 per shre plus the costs of purchse, or is prevented from doing so by prgrph (13) of these provisions, the obligtion of the Corportion to purchse Second Preferred Shres, Third Series with respect to such clendr yer shll be extinguished; the number of Second Preferred Shres, Third Series which the Corportion is obligted to purchse during ny clendr qurter pursunt to this prgrph (9) shll be reduced by the number of Second Preferred Shres, Third Series, if ny, redeemed or purchsed by the Corportion pursunt to prgrph (6) or (8) of these provisions in the sme clendr qurter. Retrction Privilege (10) Ech holder of Second Preferred Shres, Third Series shll be entitled, subject to nd upon complince with the provisions of this prgrph (10), to require the Corportion to redeem ll or ny prt of the Second Preferred Shres, Third Series registered in his nme on September 1, 1993 (the "Retrction Dte") t price equl to $25.00 per shre, plus ll ccrued nd unpid dividends thereon (which for such purpose shll be clculted s if such dividends, to the extent then unpid, were ccruing for the period from the expirtion of the lst qurterly period for which dividends were pid in full up to but not including the dte of such redemption) the whole being referred to for the purpose of these provisions s the "Retrction Price" nd ll the foregoing rights nd obligtions set forth in this subprgrph being hereinfter referred to s the "Retrction Privilege". The Corportion shll, on dte which is in the 30dy period ending July 1, 1993, mil written notice of the Retrction Privilege to ech person who t the dte of miling is registered holder of Second Preferred Shres, Third Series, together with form to be used by such holder for the purpose of exercising such privilege. Such notice shll set out the Retrction Price, the prticulrs of the

105 11 procedure to be followed by ny holder wishing to exercise such privilege, including the dte (the "Deposit Dte"), which shll be August 1, 1993, on or before which the certifictes representing ny shres to be redeemed must be deposited, nd the plce nd mnner of exercise of the Retrction Privilege s hereinfter set out. Ech holder of Second Preferred Shres, Third Series who elects to require the Corportion to redeem ll or ny Second Preferred Shres, Third Series registered in his nme must prior to the close of business on the Deposit Dte, deposit t ny plce where the Second Preferred Shres, Third Series my be trnsferred or t such other plce or plces in Cnd specified in the forementioned notice the certifictes representing the Second Preferred Shres, Third Series which he desires to hve redeemed by the Corportion. If t the time of giving the forementioned notice the Corportion believes tht it would not be obligted pursunt to this prgrph (10) to redeem on the Retrction Dte ll of the Second Preferred Shres, Third Series, the Corportion shll include in the notice sttement to such effect, indicte the mximum number of shres which the Corportion believes it will be ble to redeem on the Retrction Dte, summrize the rights of the holders to be redeemed on pro rt bsis on the Retrction Dte nd on the Succeeding Retrction Dte to be estblished s hereinfter referred to. If holder of Second Preferred Shres, Third Series wishes to deposit pursunt to the Retrction Privilege prt only of the Second Preferred Shres, Third Series represented by ny shre certificte or certifictes, he my deposit the certificte or certifictes with the Corportion nd t the sme time dvise the Corportion in writing s to the number of Second Preferred Shres, Third Series in respect of which his deposit is being mde nd, if he does so, the Corportion shll issue nd deliver to him, t the expense of the Corportion, new shre certificte representing the Second Preferred Shres, Third Series which re not being deposited for redemption.

106 12 If the redemption by the Corportion of ll the Second Preferred Shres, Third Series required to be redeemed on Retrction Dte under this prgrph (10) would be contrry to pplicble lw the Corportion shll be obligted to redeem on the Retrction Dte only the mximum number of Second Preferred Shres, Third Series which it is then permitted to redeem (the ggregte of the Retrction Price of such mximum number of shres which my be pplied to redemption on the Retrction Dte or on the Succeeding Retrction Dte hereinfter referred to pursunt to the Retrction Privilege to be rounded to the next lower multiple of $1,000 nd being hereinfter referred to s "Avilble Redemption Moneys"). In such cse the Corportion shll py on the Retrction Dte to ech holder who deposited Second Preferred Shres, Third Series s foresid his pro rt shre of the Avilble Redemption Moneys nd shll issue nd deliver to ech such holder, t the expense of the Corportion, new shre certificte representing the Second Preferred Shres, Third Series deposited with but not redeemed by the Corportion on the Retrction Dte (the "Unredeemed Shres") nd bering legend to indicte the continuing Retrction Privilege ttched thereto s hereinfter referred to. Therefter the Corportion shll, s soon s it scertins tht it is no longer prevented from redeeming the Unredeemed Shres, estblish n dditionl retrction dte (the "Succeeding Retrction Dte") which shll be no lter thn 90 dys following the dte upon which the Corportion so scertins. The Corportion shll, on dte which is in the 30dy period ending 60 dys before the Succeeding Retrction Dte, mil written notice of the Retrction Privilege to ech person who t the dte of miling is registered holder of Unredeemed Shres. Such notice shll set out the Succeeding Retrction Dte, the Retrction Price, the prticulrs of the procedure to be followed by ny holder wishing to exercise such privilege, including the dte (the "New Deposit Dte"), which shll be the dte which is 30 dys before the Succeeding Retrction Dte, (or if tht is nonbusiness dy, the business dy next following) on or before which the certifictes representing ny shres to be

107 13 redeemed must be deposited, nd the plce nd mnner of exercise of the Retrction Privilege. Ech holder of Unredeemed Shres who elects to require the Corportion to redeem ll or ny Unredeemed Shres registered in his nme must prior to the close of business on the New Deposit Dte, deposit t ny plce where the Second Preferred Shres, Third Series my be trnsferred or t such other plce or plces in Cnd specified in the forementioned notice the certifictes representing the Unredeemed Shres which he desires to hve redeemed by the Corportion. If holder of Unredeemed Shres wishes to deposit prt only of the Unredeemed Shres represented by ny shre certificte or certifictes, he my deposit the certificte or certifictes with the Corportion nd t the sme time dvise the Corportion in writing s to the number of Unredeemed Shres in respect of which his deposit is being mde nd, if he does so, the Corportion shll issue nd deliver to him, t the expense of the Corportion, new shre certificte representing the Unredeemed Shres which re not being deposited for redemption. If the directors of the Corportion hve cted in good fith in mking ny of the determintions referred to bove s to the number of Second Preferred Shres, Third Series which the Corportion is permitted to redeem, the Corportion shll hve no libility in the event tht ny such determintion proves inccurte. The election of ny holder to require the Corportion to redeem ny Second Preferred Shres, Third Series shll be irrevocble upon deposit by the holder in ccordnce with the terms hereof of the certifictes for the shres to be redeemed. The inbility of the Corportion to effect redemption in whole on the Retrction Dte shll not ffect or limit ny of the rights of the holders, including the obligtion of the Corportion to py ny

108 14 dividends ccrued or ccruing on the Second Preferred Shres, Third Series from time to time not redeemed nd remining outstnding. Subject to the provisions of this prgrph (10), the Corportion shll redeem on the Retrction Dte ll of the Second Preferred Shres, Third Series, nd on the Subsequent Retrction Dte, ll of the Unredeemed Shres, deposited pursunt to the Retrction Privilege t the Retrction Price nd except s otherwise specificlly provided in this prgrph (10), redemptions under this prgrph (10) shll comply with nd be subject to those provisions of prgrph (7) not inconsistent herewith. Cncelltion of Shres Redeemed or Purchsed (11) Second Preferred Shres, Third Series redeemed or purchsed by the Corportion shll be cncelled nd shll not be reissued. Cretion nd Issue of Additionl Shres (12) So long s ny of the Second Preferred Shres, Third Series re outstnding the Corportion shll not t ny time without, but my t ny time with, the pprovl of the holders of the Second Preferred Shres. Third Series given s specified in prgrph (17) of these provisions, crete or issue ny shres rnking prior to or on prity with the Second Preferred Shres, Third Series with respect to pyment of dividends or on liquidtion distributions; provided tht the Corportion my without such pprovl, if ll dividends then pyble on the Second Preferred Shres, Third Series hve been declred nd pid or set side for pyment, crete nd issue dditionl series of Second Preferred Shres.

109 15 Restrictions on Dividends nd Retirement of Shres (13) So long s ny of the Second Preferred Shres, Third Series re outstnding, the Corportion shll not t ny time without, but my t ny time with, the pprovl of the holders of the Second Preferred Shres, Third Series given s specified in prgrph (17) of these provisions, (i) declre or py ny dividends on ny series of Junior Preferred Shres, the Common Shres or on shres of ny other clss of shres of the Corportion rnking junior to the Second Preferred Shres, Third Series with respect to priority in the pyment of dividends, other thn stock dividends pyble in Junior Preferred Shres, in Common Shres or in shres of ny other juniorrnking clss of shres, (ii) except out of the net proceeds of substntilly concurrent issue of shres rnking junior to the Second Preferred Shres, Third Series, nd except in connection with the exercise of ny right of conversion into Common Shres ttched to Junior Preferred Shres, redeem or purchse or otherwise retire ny series of Junior Preferred Shres, Common Shres or shres of ny other clss of shres of the Corportion rnking junior to the Second Preferred Shres, Third Series with respect to priority in the pyment of dividends or on liquidtion distributions, (iii) except with respect to the exercise of the Retrction Privilege, redeem, purchse or otherwise retire less thn ll of the Second Preferred Shres, Third Series, (iv) except in connection with the exercise of ny retrction privilege or to meet ny other mndtory redemption

110 16 or purchse requirements, redeem, purchse or otherwise retire ny other shres of the Corportion rnking prior to or on prity with the Second Preferred Shres, Third Series with respect to the pyment of dividends or on liquidtion distributions, unless, in ech such cse, ll dividends then pyble on the Second Preferred Shres, Third Series, on the First Preferred Shres nd on ll other shres of the Corportion rnking prior to or on prity with the Second Preferred Shres, Third Series with respect to the pyment of dividends, hve been declred nd pid or set side for pyment. Finncil Sttements (14) So long s ny of the Second Preferred Shres, Third Series re outstnding, the Corportion shll send to the registered holders thereof, t the time of distribution to the other shreholders of the Corportion, copies of the Corportion's nnul udited finncil sttements nd of ll unudited finncil sttements distributed to its other shreholders generlly. Notices (15) Subject to the following subprgrph of this prgrph (15), ny notice, cheque, or other communiction from the Corportion herein provided for, including without limittion ny notice of redemption, retrction or ny conversion right, shll be sufficiently given if delivered or if sent by ordinry unregistered mil, postge prepid, to the holders of the Second Preferred Shres, Third Series t their respective ddresses ppering on the books of the Corportion or, in the event of the ddress of ny such holders not so ppering, then t the lst ddress of such holder known to the Corportion. Accidentl filure

111 17 to give ny such notice or other communiction to one or more holders of the Second Preferred Shres, Third Series shll not ffect the vlidity of the notices or other communiction but, upon such filure being discovered, the notice or other communiction, s the cse my be, shll be sent forthwith to such holder or holders nd shll hve the sme force nd effect s if given in due time. If there exists ny disruption of mil services in ny province in which there re holders of Second Preferred Shres, Third Series whose ddresses pper on the books of the Corportion to be in such province, ny notice from the Corportion herein provided for my (but need not) be given to the holders in such province by mens of publiction once in ech of two successive weeks in newspper of generl circultion published or distributed in the cpitl city of such province, or if the Corportion mintins register of trnsfers for the Second Preferred Shres, Third Series in such province, then in the city in such province where the register of trnsfers is mintined. In such circumstnces, notice given by publiction shll be deemed for ll purposes to be proper notice provided tht the Corportion, during such publiction period, shll hve lso ttempted to contct the holders of the Second Preferred Shres, Third Series by telephone or other similr mens. Notice given by mil shll be deemed to be given on the dy upon which it is miled unless on the dy of or the dy following such miling n ctul disruption of mil services hs occurred in the province in or to which such notice is miled. Notice given by publiction shll be deemed to be given on the dy on which the first publiction is completed in ny city in which notice is published.

112 18 Modifiction (16) The provisions ttching to the Second Preferred Shres, Third Series my be mended or repeled by the Corportion with the pprovl of the holders of the Second Preferred Shres, Third Series s provided for in prgrph (17) of these provisions. Notwithstnding the foregoing, the Corportion ny t ny time redesignte the Second Preferred Shres s First Preferred Shres, nd the Second Preferred Shres, Third Series s First Preferred Shres, Third Series, nd my tke ll ction necessry to implement the foregoing, without the holders of the Second Preferred Shres, Third Series being entitled to vote thereon s single series or to vote in clss vote of the holders of the Second Preferred Shres, the holders of the Second Preferred Shres, Third Series hereby being deemed to hve consented to such redesigntion being mde. Approvl of Holders of Second Preferred Shres, Third Series (17) Any pprovl required to be given hereunder t ny time by the holders of the Second Preferred Shres, Third Series shll be given either by n instrument or instruments in writing signed by the holders of ll of the then outstnding Second Preferred Shres, Third Series or by t lest twothirds of the votes cst t meeting or djourned meeting of the holders of such shres duly clled for the purpose nd t which quorum is present. A quorum for such meeting shll consist of the holders, present in person or represented by proxy, of not less thn mjority of the Second Preferred Shres, Third Series outstnding t the time of the meeting; if, however, the holders of mjority of the outstnding Second Preferred Shres, Third Series re not present in person or represented by proxy t such meeting within one hlfhour fter the time for which the meeting ws clled nd the meeting is djourned to subsequent dte, quorum for the djourned meeting shll consist of two or more persons holding Second Preferred Shres, Third Series or representing holders of such shres by proxy; except s otherwise provided bove, the formlities to be observed with respect to the

113 19 clling nd conduct of such meeting or djourned meeting shll be those from time to time prescribed by the bylws of the Corportion or stnding resolutions of the Bord of Directors with respect to meetings of shreholders.

114 L^, Consumer nd TB Corporte Affirs Cnd Consommtion et Corportions Cnd Certificte of Amendment Cnd Business Corportions Act Certifict de modifiction Loi regissnt les societes pr ctions de regime federl LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of Corportion Denomintion de l society Number Numero I hereby certify tht the Articles of the bovementioned Corportion were mended () under Section 13 of the Cnd Business Corportions Act in ccordnce with the ttched notice; (b) under Section 27 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment designting series of shres; (c) under Section 177 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment; (d) under Section 191 of the Cnd Business Corportions Act s set out in the ttched Articles of Reorgniztion; (e) under Section 192 of the Cnd Business Corportions Act s set out in the ttched Articles of Arrngement. Je certifie pr les presentes que les sttuts de l societe mentionnee cihut ont ete modifies D (\ en vertu de 1'rticle 13 de l Loi regissnt les societes pr ctions de regime federl conformement 1'vis eljoint; IS] (b) en vertu de 1'rticle 27 de l / Loi regissnt les societes pr ctions de regime federl tel qu'indigue dns les cluses modifictrices cijointes designnt une serie d'ctions; D (c) en vertu de 1'rticle 177 de l Loi regissnt les societes pr ctions de reeune federl tel qu'indigue dns les cluses modifictrices cijointes; D D (d\ en vertu de 1'rticle 191 de l Loi regissnt les societes pr ctions de regime federl tel qu'indlque dns les cluses de reorgnistion cijointes; (e) en vertu de 1'rticle 192 de l Loi regissnt les societes pr ctions de reeime federl tel qu'indique dns les cluses d'rrngement cijointes. Le directeur December 13, 1989/le 13 decembre 1989 Dte of Amendment Dte de l modifiction Cnd

115 The Nme Denomintion D^posee Description Corportion N ^L Consumer nd i~ r )roorte operte Affirs Cnd 3^ ind Business Corportions Acl Consommtion el Corportions Cnd Loi sur les societes commerciles cndiennes FORM 4 ARTICLES OF AMENDMENT (SECTION 27 OR 171) FORMULE 4 CLAUSES MODIFICATRICES (ARTICLE 27 OU 171) 1 of Corportion de l societe 2 No. de l societe LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE rticles of the bovenmed corportion re mended s follows: Les sttute de l societe cihut mentionnee sont modifies de l fcon suivnte: The nnexed Schedule 1 is incorported in this form. Dte scription of Office Dec. l^., 1989 du poste FOR DEPARTMENTAL USE ONLY Filed JAN ^ A L'USAGE DU MINIST&RESEULEMENT* 1990 CCA1387 (4/85)

116 LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE SCHEDULE I ARTICLES OF AMENDMENT SECOND PREFERRED SHARES, FOURTH SERIES The fourth series of the clss of Second Preferred Shres consists of 120 shres without nominl or pr vlue designted Cumultive Redeemble Perpetul Second Preferred Shres, Fourth Series (the "Second Preferred Shres, Fourth Series") which shll be issued for considertion of $500,000 ech nd which, in ddition to the rights, privileges, restrictions nd conditions ttched to the Second Preferred Shres s clss (the "Second Preferred Shre Clss Provisions"), crry nd re subject to the following rights, privileges, restrictions nd conditions: PART I All terms used in Prt I of these provisions respecting the Second Preferred Shres, Fourth Series which re defined in Prt II hereof hve the mening scribed to them in Prt II hereof. 1. Priority The Second Preferred Shres, Fourth Series shll rnk junior to the First Preferred Shres of the Corportion with respect to priority in the pyment of dividends nd in the distribution of ssets in the event of the liquidtion, dissolution or windingup of the Corportion, whether voluntry or involuntry, or ny other distribution of the ssets of the Corportion mong its shreholders for the purpose of windingup its ffirs (hereinfter clled "liquidtion distributions"), nd shll be subject to ny preferences nd other rights, privileges, restrictions nd conditions which re ttched to the First Preferred Shres s clss nd to ny other clss of shres of the Corportion tht rnks senior to the Second Preferred Shres with respect to priority in the pyment of dividends nd/or on liquidtion distributions, nd to ech series of the First Preferred Shres nd of ny such other seniorrnking clss of shres; the Second

117 2 Preferred Shres, Fourth Series shll rnk on prity with ny other series of the Second Preferred Shres with respect to the pyment of dividends nd on liquidtion distributions; nd the Second Preferred Shres, Fourth Series shll rnk senior to ech series of Junior Preferred Shres of the Corportion, the Common Shres of the Corportion nd ny other shres of the Corportion rnking junior to the Second Preferred Shres, Fourth Series with respect to priority in the pyment of dividends nd on liquidtion distributions. 2. Pyment of Dividends () For the Initil Term, the holders of Second Preferred Shres, Fourth Series shll be entitled to receive nd the Corportion shll py thereon, s nd when declred by the directors of the Corportion, out of the moneys of the Corportion properly pplicble to the pyment of dividends, fixed cumultive preferentil csh dividends, in n mount determined in ccordnce with section I.3() hereof, pyble (subject to section I.2(e) hereof) on the Dividend Pyment Dtes in ech yer, the first of which dividends shll be pid on Mrch 1, 1990 nd the lst of which dividends shll be pid on Mrch 1, (b) After the expiry of the Initil Term, for ech Dividend Period flling within Corportion Determined Term, the holders of Second Preferred Shres, Fourth Series shll be entitled to receive nd the Corportion shll py thereon, s nd when declred by the directors of the Corportion, out of the moneys of the Corportion properly pplicble to the pyment of dividends, qurterly cumultive preferentil csh dividends, in n mount determined in ccordnce with section I.3(b) hereof, pyble, with respect to ech such Dividend Period, on the Dividend Pyment Dte immeditely following the end of such Dividend Period. (c) After the expiry of the Initil Term, for ech Dividend Period flling within Deler Determined Term, the holders of Second Preferred Shres, Fourth Series shll be entitled to receive nd the

118 3 Corportion shll py thereon, s nd when declred by the directors of the Corportion, out of the moneys of the Corportion properly pplicble to the pyment of dividends, qurterly cumultive preferentil csh dividends in n mount determined in ccordnce with section I.3(c) hereof, pyble, with respect to ech such Dividend Period, on the Dividend Pyment Dte immeditely following the end of such Dividend Period. (d) After the expiry of the Initil Term, for ech Auction Dividend Period flling within n Auction Term, the holders of the Second Preferred Shres, Fourth Series shll be entitled to receive nd the Corportion shll py thereon, s nd when declred by the directors of the Corportion out of the moneys of the Corportion properly pplicble to the pyment of dividends, qurterly cumultive preferentil csh dividends in n mount determined in ccordnce with section I.3(d) hereof, pyble, with respect to ech such Auction Dividend Period, on the Auction Dividend Pyment Dte immeditely following the end of such Auction Dividend Period. (e) The initil dividend on the Second Preferred Shres, Fourth Series shll ccrue from nd include the dte of issue thereof, shll be pyble on Mrch 1, 1990 nd shll be in n mount determined in ccordnce with section I.3() hereof. (f) The record dte for the pyment of dividends shll be () in respect of ny Dividend Pyment Dte during the Initil Term except Mrch 1, 1995 the dte determined by the directors of the Corportion nd (b) in respect of ny Dividend Pyment Dte including nd subsequent to Mrch 1, 1995 the second Business Dy immeditely preceding the pplicble Dividend Pyment Dte nd, (c) in respect of ny Auction Dividend Pyment Dte, the Auction Dte. The Corportion shll py dividends on Second Preferred Shres, Fourth Series (less ny tx required to be deducted nd withheld by the Corportion) by cheques drwn on Cndin chrtered bnk nd pyble t pr t ny brnch of such bnk in Cnd unless ny

119 4 such holder requests, by notice in writing received by the Corportion no less thn 7 Business Dys prior to Dividend Pyment Dte or Auction Dividend Pyment Dte s the cse my be, to receive pyment of ll such dividends by wire trnsfer, nd provides in such notice n ccount number t specified brnch in Cnd of Cndin chrtered bnk to which the Corportion my cuse such dividends to be wire trnsferred. In such cse, the Corportion shll instruct its bnkers, or cuse instructions to be given to Cndin chrtered bnk, to wire trnsfer the mount of ll such dividends to the ccount designted by ech holder of Second Preferred Shres, Fourth Series. Any such notifiction by registered holder shll remin in effect until such registered holder ceses to be registered holder or until cncelled or superseded by subsequent notice in writing received by the Corportion no less thn seven Business Dys prior to Dividend Pyment Dte or Auction Dividend Pyment Dte, s the cse my be. The delivery or miling of such cheques by the Corportion, or the receipt by the Corportion of confirmtion from Cndin chrtered bnk tht such bnk hs crried out instructions with respect to the wire trnsfer of the mount of ny dividends, shll be full nd complete dischrge of the Corportion's obligtion to py such dividends (plus ny tx required to be nd in fct deducted nd withheld therefrom nd remitted to the proper txing uthority) unless, in the cse of pyment by cheque, the cheque is not honoured when presented for pyment. 3. Amount of Dividends () The dividend to be pid on ech Second Preferred Shre, Fourth Series during the Initil Term shll be in the mount of $38,750 per nnum (being 7.75% per nnum of $500,000) pyble in equl qurterly instlments on ech Dividend Pyment Dte except the first dividend which shll be pyble on Mrch 1, 1990 nd shll be in the mount of $38,750 multiplied by frction of which the numertor is the number of dys from nd including the dte of

120 on 5 issue of the Second Preferred Shres, Fourth Series to but excluding Mrch 1, 1990 nd the denomintor is 365. (b) Subject to section I.3(e) hereof, fter the expiry of the Initil Term, for ech Dividend Period included within Corportion Determined Term, the dividend to be pid on ech Second Preferred Shre, Fourth Series on the Dividend Pyment Dte immeditely following the end of such Dividend Period shll be the mount obtined by multiplying $500,000 by the Corportion Determined Qurterly Dividend Rte for such Dividend Period. (c) Subject to section I.3(e) hereof, fter the expiry of the Initil Term, for ech Dividend Period included within Deler Determined Term, the dividend to be pid on ech Second Preferred Shre, Fourth Series on the Dividend Pyment Dte immeditely following the end of such Dividend Period shll be the mount obtined by multiplying $500,000 by the Deler Determined Qurterly Dividend Rte for such Dividend Period. (d) After the expiry of the Initil Term, for ech Auction Dividend Period included within n Auction Term, the dividend to be pid on ech Second Preferred Shre, Fourth Series on the Auction Dividend Pyment Dte immeditely following the end of such Auction Dividend Period shll be determined s follows: (i) the Auction Dividend Pyment Dte immeditely following the end of the first Auction Dividend Period during ny Auction Term, the dividend to be pid on ech Second Preferred Shre, Fourth Series shll be the mount which is the product of (1) $500,000 (2) 75% of the Bnkers' Acceptnce Rte determined on the first Business Dy of such Auction Dividend Period nd (3) the number of dys in the first Auction Dividend Period, divided by 365; nd

121 6 (ii) on the Auction Dividend Pyment Dtes immeditely following the end of the second nd subsequent Auction Dividend Periods during ny Auction Term, the dividend to be pid on ech Second Preferred Shre, Fourth Series shll be the mount which is the product of (1) $500,000 (2) the Current Dividend Rte (or such other rte per nnum s my pply in ccordnce with Prt V hereof) for ech such Auction Dividend Period determined on the Auction Dte immeditely prior to the beginning of such Auction Dividend Period nd (3) the number of dys in such Auction Dividend Period, divided by 365. (e) After the expiry of the Initil Term, for the first Dividend Period included within Corportion Determined Term or Deler Determined Term, in either cse immeditely following n Auction Term, the dividend to be pid on ech Second Preferred Shre, Fourth Series on the Dividend Pyment Dte immeditely following the end of such Dividend Period shll be the product of (1) $500,000, (2) four times the Corportion Determined Qurterly Dividend Rte or the Deler Determined Qurterly Dividend Rte, s the cse my be, for such Dividend Period nd (3) the number of dys in such Dividend Period, divided by 365. (f) If, for ny reson, the dividend rte pplicble hereunder is, in respect of ny prticulr dy, not determined or not determinble in ccordnce with the provisions hereof, the rte pplicble in respect of such dy shll be the Bnkers' Acceptnce Rte on such dy plus 0.40%. 4. Cumultive Pyment of Dividends If on ny Dividend Pyment Dte or Auction Dividend Pyment Dte the dividends ccrued to such dte re not pid in full on ll Second Preferred Shres, Fourth Series then outstnding, such dividends, or the unpid prt thereof, shll be pid on subsequent dte or dtes determined by the directors

122 7 of the Corportion on which the Corportion shll hve sufficient moneys properly pplicble to the pyment of such dividends. The holders of Second Preferred Shres, Fourth Series shll not be entitled to ny dividends other thn or in excess of the cumultive preferentil csh dividends herein provided for. 5. Redemption The Corportion my not redeem the Second Preferred Shres, Fourth Series or ny of them prior to the end of the Initil Term. Subject to section 1.8 nd subject to the rights, privileges, restrictions nd conditions ttching to ny shres of the Corportion rnking in priority to the Second Preferred Shres, Fourth Series, the Corportion my, upon giving notice s hereinfter specified, redeem on ny dy which is the Business Dy immeditely preceding the Dividend Pyment Dte next following the Initil Term, Corportion Determined Term or Deler Determined Term, or on ny Settlement Dte (the "Redemption Dte") the whole or from time to time ny prt of the then outstnding Second Preferred Shres, Fourth Series, on pyment for ech shre to be redeemed of price of $500,000 together, in ech cse, with ll ccrued nd unpid dividends thereon up to nd including the Redemption Dte (the whole constituting nd being herein referred to s the "Redemption Price"). In cse prt only of the Second Preferred Shres, Fourth Series is t ny time to be redeemed, the shres so to be redeemed shll be redeemed s nerly s my be pro rt from ech of the holders of Second Preferred Shres, Fourth Series. If prt only of the Second Preferred Shres, Fourth Series represented by ny certificte shll be redeemed, new certificte representing the blnce of such shres shll be issued to the holder thereof t the expense of the Corportion upon presenttion nd surrender of the first mentioned certificte. 6. Method of Redemption In ny cse of redemption of Second Preferred Shres, Fourth Series, the Corportion shll, not less thn 30 dys nd not more thn 60 dys before the Redemption Dte, send by prepid mil or deliver to the registered ddress of ech person who t the dte of miling or delivery is registered holder of

123 8 Second Preferred Shres, Fourth Series to be redeemed notice in writing of the intention of the Corportion to redeem such Second Preferred Shres, Fourth Series. Notwithstnding the foregoing, if the Corportion gives notice of its intention to redeem Second Preferred Shres, Fourth Series during n Auction Term, such notice shll be given not less thn 12 dys prior to the Redemption Dte, which dte, in such event, must be Settlement Dte. Any such notice shll be vlidly nd effectively given on the dte it is delivered to the holder of Second Preferred Shres, Fourth Series for whom it is intended or is sent by prepid first clss mil ddressed to such holder t his ddress s it ppers on the books of the Corportion, or in the event of the ddress of such holder not so ppering, then to the ddress of such holder lst known to the Corportion, provided, however tht the ccidentl filure or omission to give such notice to one or more holders shll not ffect the vlidity of such redemption, but upon such filure or omission being discovered notice shll be given forthwith to such holder or holders nd shll hve the sme force nd effect s if given in due time. Such notice shll set out the number of Second Preferred Shres, Fourth Series held by the person to whom it is ddressed which re to be redeemed, the Redemption Price, the Redemption Dte nd the plce or plces within Cnd t which holders of Second Preferred Shres, Fourth Series my present nd surrender such shres for redemption. On nd fter the Redemption Dte, the Corportion shll py or cuse to be pid to or to the order of the registered holders of the Second Preferred Shres, Fourth Series clled for redemption the Redemption Price (less ny tx required to be deducted nd withheld by the Corportion) of such shres on presenttion nd surrender, t the registered office of the Corportion or ny other plce or plces within Cnd specified in such notice of redemption, of the certificte or certifictes representing the Second Preferred Shres, Fourth Series clled for redemption. Pyment in respect of Second Preferred Shres, Fourth Series being redeemed shll be mde by cheque pyble to the holders thereof in lwful money of Cnd t pr t ny brnch in Cnd of the Corportion's bnkers for the time being.the delivery of such cheques to the registered holders of the Second Preferred Shres, Fourth Series being redeemed shll be full nd complete dischrge of the Corportion's obligtion to py the Redemption Price owed to the holders of the Second Preferred Shres, Fourth Series so clled for redemption to the extent of the mount represented by such cheques (plus ny tx required to be nd in fct

124 9 deducted nd withheld therefrom nd remitted to the proper tx uthority) unless such cheques re not honoured when presented for pyment. From nd fter the Redemption Dte, the Second Preferred Shres, Fourth Series clled for redemption shll cese to be entitled to dividends or ny other prticiption in the ssets of the Corportion nd the holders thereof shll not be entitled to exercise ny of their other rights s shreholders in respect thereof, other thn the right to receive the Redemption Price, unless pyment of the Redemption Price shll not be mde upon presenttion nd surrender of the certifictes in ccordnce with the foregoing provisions, in which cse the rights of the holders shll remin unffected. The Corportion shll hve the right t ny time fter the miling or delivery of notice of its intention to redeem Second Preferred Shres, Fourth Series to deposit n mount equl to the ggregte Redemption Price of the Second Preferred Shres, Fourth Series so clled for redemption, or of such of the Second Preferred Shres, Fourth Series which re represented by certifictes which hve not t the dte of such deposit been surrendered by the holders thereof in connection with such redemption, to specil ccount in ny chrtered bnk or ny trust compny in Cnd nmed in such notice or in subsequent notice to the holders of the Second Preferred Shres, Fourth Series in respect of which the deposit is mde, to be pid without interest to or to the order of the respective holders of Second Preferred Shres, Fourth Series clled for redemption upon presenttion nd surrender to such bnk or trust compny of the certifictes representing such shres. Upon such deposit being mde or upon the Redemption Dte, whichever is the lter, the Second Preferred Shres, Fourth Series in respect of which such deposit shll hve been mde shll be deemed to be redeemed nd the rights of the holders thereof shll be limited to receiving, without interest, their proportionte prt of the mount so deposited (less ny tx required to be nd in fct deducted or withheld therefrom) upon presenttion nd surrender of the certificte or certifictes representing their Second Preferred Shres, Fourth Series being redeemed. Any interest llowed on ny such deposit shll belong to the Corportion. Redemption moneys tht re represented by cheque which ws miled to registered holder in ccordnce with this section 1.6 nd which hs not been presented to the Corportion's bnkers for pyment or tht otherwise remin unclimed (including moneys held on deposit to specil ccount s provided for bove) for period of six yers from the Redemption Dte shll be forfeited to the Corportion.

125 10 7. Purchse for Cncelltion Subject to the provisions of section 1.8 hereof nd to the rights, privileges, restrictions nd conditions ttching to ny shres of the Corportion rnking in priority to the Second Preferred Shres, Fourth Series, the Corportion my t ny time or from time to time purchse for cncelltion ll or ny prt of the outstnding Second Preferred Shres, Fourth Series t ny price by tender to ll of the holders of record of the Second Preferred Shres, Fourth Series then outstnding or through the fcilities of ny stock exchnge on which the Second Preferred Shres, Fourth Series re listed, or in ny other mnner provided tht in the cse of purchse in ny other mnner, such Second Preferred Shres, Fourth Series shll be purchsed for cncelltion t the lowest price or prices t which, in the opinion of the directors of the Corportion, such shres re then obtinble, but not exceeding $500,000 per shre together with n mount equl to ll ccrued nd unpid dividends thereon up to but excluding the dte of purchse, plus resonble costs of purchse. If, in response to n invittion for tenders under the provisions of this section 1.7, more Second Preferred Shres, Fourth Series re tendered t price or prices cceptble to the Corportion thn the Corportion is prepred to purchse, then the Second Preferred Shres, Fourth Series to be purchsed by the Corportion shll be purchsed s nerly s my be pro rt ccording to the number of shres tendered by ech holder who submits tender to the Corportion, provided tht when shres re tendered t different prices, the pro rting shll be effected only with respect to the shres tendered t the price t which more shres were tendered thn the Corportion is prepred to purchse fter the Corportion hs purchsed ll the shres tendered t lower prices. If prt only of the Second Preferred Shres, Fourth Series represented by certificte shll be purchsed, new certificte for the blnce of such shres shll be issued t the expense of the Corportion. 8. Restriction on Dividends nd Retirement or Issue of Shres As long s ny Second Preferred Shres, Fourth Series re outstnding, the Corportion will not, without prior pprovl of the holders of such outstnding Second Preferred Shres, Fourth Series given in the mnner hereinfter specified:

126 11 () declre, py or set prt for pyment ny dividends on shres of the Corportion rnking junior to the Second Preferred Shres, Fourth Series (other thn stock dividends pyble in shres of the Corportion rnking junior to the Second Preferred Shres, Fourth Series); or (b) except out of the net csh proceeds of substntilly concurrent issue of shres rnking junior to the Second Preferred Shres, Fourth Series, redeem or cll for redemption, purchse or otherwise retire for vlue or mke ny return of cpitl in respect of shres of the Corportion rnking junior to the Second Preferred Shres, Fourth Series; or (c) redeem or cll for redemption or purchse or otherwise retire for vlue or mke ny return of cpitl in respect of less thn ll of the Second Preferred Shres, Fourth Series; or (d) except pursunt to ny purchse obligtion, sinking fund, retrction privilege or mndtory redemption provisions ttching thereto, redeem or cll for redemption or purchse or otherwise retire for vlue or mke ny return of cpitl in respect of ny shres of the Corportion rnking on prity with the Second Preferred Shres, Fourth Series; or (e) issue ny dditionl Second Preferred Shres or ny shres rnking on prity with the Second Preferred Shres; unless in ny such cse, ll ccrued nd unpid dividends up to nd including the dividend pyment for the lst completed period for which such dividends shll be pyble, shll hve been declred nd pid or set prt for pyment on the Second Preferred Shres, Fourth Series nd ny ccrued nd unpid cumultive dividends which hve become pyble nd ny declred nd unpid noncumultive dividends shll hve been pid or set prt for pyment on ll other shres rnking in priority to or on prity with the Second Preferred Shres, Fourth Series.

127 12 As long s ny Second Preferred Shres, Fourth Series re outstnding, the Corportion shll not, without the prior pprovl of the holders of such outstnding Second Preferred Shres, Fourth Series given in the mnner hereinfter specified, issue ny shres rnking prior to the Second Preferred Shres, Fourth Series. 9. Liquidtion, Dissolution or WindingUp In the event of the liquidtion, dissolution or windingup of the Corportion, whether voluntry or involuntry, or in the event of ny other distribution of ssets of the Corportion mong its shreholders for the purpose of windingup its ffirs, the holders of Second Preferred Shres, Fourth Series shll be entitled to receive from the ssets of the Corportion in lwful money of Cnd sum equl to $500,000 per Second Preferred Shre, Fourth Series held by them plus n mount equl to ll ccrued nd unpid cumultive preferentil dividends thereon, whether or not declred, clculted to but excluding the dte of pyment, the whole being pid before ny mount shll be pid by the Corportion or ny ssets of the Corportion shll be distributed to the holders of the Junior Preferred Shres, the Common Shres or to the holders of ny other clss of shres of the Corportion rnking junior to the Second Preferred Shres, Fourth Series. Upon pyment to the holders of record of the Second Preferred Shres, Fourth Series on the dte of distribution of the mount so pyble to them, they shll not be entitled to shre in ny further distribution of the property or ssets of the Corportion. 10. Amendment The rights, privileges, restrictions nd conditions ttched to the Second Preferred Shres, Fourth Series my be dded to, chnged or removed by Articles of Amendment but only with the prior pprovl of the holders of the Second Preferred Shres, Fourth Series given in such mnner s provided in section 1.11 hereof in ddition to ny vote, uthoriztion, confirmtion or pprovl s my then be required by lw, subject to minimum requirement tht such pprovl be given by resolution signed by ll the holders of outstnding Second Preferred Shres, Fourth Series or pssed by the ffirmtive vote of t lest 66 2/3% of the

128 13 votes cst by the holders of the Second Preferred Shres, Fourth Series who voted in respect of tht resolution t meeting of the holders of the Second Preferred Shres, Fourth Series duly clled for tht purpose nd t which mjority of the Second Preferred Shres, Fourth Series re represented or, if no quorum is present t such meeting, t ny djourned meeting of the holders of the Second Preferred Shres, Fourth Series t which holders of Second Preferred Shres, Fourth Series represented theret shll constitute the quorum nd my trnsct the business for which the meeting ws originlly clled notwithstnding tht they my not represent mjority of the outstnding Second Preferred Shres, Fourth Series. 11. Approvl of Holders of Second Preferred Shres, Fourth Series Any pprovl of the holders of the Second Preferred Shres, Fourth Series with respect to ny mtters requiring the conse'nt of the holders of the Second Preferred Shres, Fourth Series other thn n mendment of the rights, privileges, restrictions nd conditions ttched to the Second Preferred Shres, Fourth Series, my be given nd shll be deemed to hve been sufficiently given if given by the holders of the Second Preferred Shres, Fourth Series in the mnner provided in the Second Preferred Shre Clss Provisions, which provisions shll pply muttis mutndis, s though the term "Second Preferred Shres, Fourth Series" were used therein in plce of the term "Second Preferred Shres".

129 Redesigntion Notwithstnding sections 1.10 or 1.11, the Corportion my t ny time redesignte the Second Preferred Shres s First Preferred Shres, nd the Second Preferred Shres, Fourth Series s First Preferred Shres, Fourth Series without the holders of the Second Preferred Shres, Fourth Series being entitled to vote thereon s single series or to vote in clss vote of the holders of the Second Preferred Shres, the holders of the Second Preferred Shres, Fourth Series hereby being deemed to hve consented to such redesigntion being mde, provided tht no such redesigntion shll prejudice the rnking of the Second Preferred Shres, Fourth Series reltive to ny other shres of the Corportion outstnding t the time of such redesigntion. 13. Tx Election The Corportion shll elect, in the mnner nd within the time provided under section of the Income Tx Act (Cnd) or ny successor or replcement provision of similr effect, to py tx t rte such tht, nd shll tke ll other necessry ction under such Act such tht, no holder of Second Preferred Shres, Fourth Series shll be required to py tx on dividends received on the Second Preferred Shres, Fourth Series under section of Prt IV. 1 of such Act or ny successor or replcement provision of similr effect. PART II 1. Interprettion nd Appliction () For the purposes hereof, including Prt I, Prt III, Prt IV nd Prt V hereof, the following expressions hve the following menings: (i) "Auction" shll men the periodic opertion of the Auction Procedures;

130 15 (ii) "Auction Dte" shll men the third Tuesdy of the third clendr month of the first Auction Dividend Period included within n Auction Term nd of ech subsequent Auction Dividend Period included within n Auction Term (excluding, with respect to ech such subsequent Auction Dividend Period, the clendr month in which the first dy of such period flls) or, if such Tuesdy is not Business Dy the next preceding Business Dy; (iii) "Auction Dividend Pyment Dte" shll men the first Business Dy following the Settlement Dte; (iv) "Auction Dividend Period" shll men, with respect to the first Auction Dividend Period of ny Auction Term, the period from nd including the immeditely preceding Dividend Pyment Dte to but excluding the first Settlement Dte nd, with respect to ny subsequent Auction Dividend Period of such Auction Term, shll men the period from nd including ech Settlement Dte to but excluding the next succeeding Settlement Dte; for greter certinty, the first Auction Dividend Period of n Auction Term shll commence on the dy immeditely following the lst dy of the Initil Term nd on the dy immeditely following the lst dy of ech Corportion Determined Term nd ech Deler Determined Term unless the provisions of Prt III or Prt IV hereof shll hve been implemented prior to such dy so s to result in Corportion Determined Term or Deler Determined Term commencing on such dy; (v) "Auction Procedures" shll men the procedures set forth in Prt V hereof for determining the pplicble dividend rte for the Second Preferred Shres, Fourth Series from time to time during n Auction Term;

131 16 (vi) "Auction Term" shll men ny term of not less thn two consecutive Auction Dividend Periods with respect to which the Auction Procedures pply commencing on the first dy of the first of such Auction Dividend Periods nd terminting on the lst dy of ny subsequent Auction Dividend Period which immeditely precedes the beginning of Corportion Determined Term or Deler Determined Term, s the cse my be; (vii) "Averge Dily Prime Rte" shll men, for ny dy, the rithmetic verge, rounded to the nerest onehundredth of one percent (0.01%), of the Dily Prime Rtes of the Bnks on such dy; provided tht, if on such dy there shll be no Dily Prime Rte for one or more of the Bnks, the Averge Dily Prime Rte for such' dy shll be the verge of the Dily Prime Rtes of the other Bnk or Bnks, s the cse my be, nd further provided tht if on such dy there shll be no Dily Prime Rte for ny of the Bnks, the Averge Dily Prime Rte for such dy shll be 1.5% bove the verge yield per nnum on 91dy Government of Cnd Tresury bills s reported by the Bnk of Cnd for the most recent weekly tender preceding such dy; (viii) "Averge Prime Rte" shll men, for ny period consisting of one or more dys, the rithmetic verge (rounded to the nerest onehundredth of one percent (0.01%)) of the Averge Dily Prime Rte for ech dy during such period; (ix) "Bnkers' Acceptnce Rte", for ny dy, shll men the verge bid rte for threemonth Cndin dollr bnkers* cceptnces which ppers on the Reuters Screen s of 10:00.m., Toronto time, on tht dy. If such rte does not pper on the Reuters Screen, the rte on tht dy shll be determined on the bsis of the verge quoted bid rtes of the Bnks for threemonth Cndin dollr bnkers*

132 17 cceptnces for settlement on tht dy ccepted by the Bnks s of 10:00.m., Toronto time, on tht dy; (x) "Bnks" shll men Cndin Imperil Bnk of Commerce, The Royl Bnk of Cnd, The TorontoDominion Bnk, Bnk of Montrel nd The Bnk of Nov Scoti nd the term "Bnk" shll men one of the Bnks nd, for the purposes of this definition, "Bnks" shll include ny bnk with which one or more of such Bnks my merge nd ny bnk which my become successor to the business of one of such Bnks; (xi) "Business Dy" shll men dy on which The Toronto Stock Exchnge or ny successor stock exchnge is open for business nd during n Auction Term, dy on which both such stock exchnge nd the principl offices of the Auction Mnger in Toronto, Ontrio re open for business; (xii) "Corportion Determined Dividend Rte" shll hve the mening scribed thereto in Prt III hereof; (xiii) "Corportion Determined Term" shll men term selected by the Corportion consisting of one or more consecutive Dividend Periods commencing on Dividend Pyment Dte or Settlement Dte on or fter Mrch 1, 1995 nd terminting on the lst dy of the lst Dividend Period selected by the Corportion, to which the provisions of Prt III hereof shll pply for the purpose of determining the dividend to be pid on ech Dividend Pyment Dte relting to such term, provided tht such term nd the dividend rte pplicble thereto hve been pproved by the holders of Second Preferred Shres, Fourth Series in ccordnce with section III.3. hereof;

133 18 (xiv) "Current Dividend Rte" shll be the rte per nnum which hs been determined in ccordnce with section V.4.(b) hereof for the next succeeding Auction Dividend Period; (xv) "Dily Prime Rte" shll men, for ny Bnk, on ny dy, the nnul prime commercil lending rte of interest estblished nd nnounced s the reference rte of interest used by such Bnk on such dy to determine the rtes of interest such Bnk will chrge on Cndin dollr lons to customers in Cnd nd designted by such Bnk s its prime rte; (xvi) "Deler Determined Dividend Rte" shll hve the mening scribed to tht term in Prt IV hereof; (xvii) "Deler Determined Term" shll men term selected by Deler consisting of one or more consecutive Dividend Periods commencing on Dividend Pyment Dte or Settlement Dte on or fter Mrch 1, 1995 nd terminting on the lst dy of the lst Dividend Period selected by such Deler, to which the provisions of Prt IV hereof shll pply for the purpose of determining the dividend to be pid on ech Dividend Pyment Dte relting to such term; (xviii) "Dividend Pyment Dtes" shll men the first dy of ech of the months of Mrch, June, September nd December in ech yer commencing Mrch 1, 1990; (xix) "Dividend Period" shll men the period from nd including the dte of issue of the Second Preferred Shres, Fourth Series to but excluding the first Dividend Pyment Dte nd, therefter, the period from nd including ech Dividend Pyment Dte to but excluding the next succeeding Dividend Pyment Dte except for the first Dividend Period following n Auction Term in which cse "Dividend Period" shll men

134 19 the period from nd including the most recent Settlement Dte of the Auction Term to but excluding the next succeeding Dividend Pyment Dte which flls t lest three clendr months fter the sid Settlement Dte; (xx) "hereof* nd similr expressions men or refer to the provisions relting to the Second Preferred Shres, Fourth Series; (xxi) "Initil Term" shll men the period from nd including the dte of issue of the Second Preferred Shres, Fourth Series to but excluding Mrch 1, 1995; (xxii) "Reuters Screen" shll men the disply designted s pge "CDOR" on the Reuter Monitor Money Rtes Service (or such other pge s my replce the CDOR pge on tht service) for the purpose of displying Cndin dollr bnkers' cceptnce rtes nd Government of Cnd Tresury bill rtes; (xxiii) "rnking in priority to" or "rnking on prity with" or "rnking junior to" or similr terms, whether used independently or in combintion, shll men nd refer to the rnking of shres of different clsses or series in respect of the pyment of dividends nd the distribution of ssets in the event of the liquidtion, dissolution or windingup of the Corportion, voluntry or involuntry, or in the event of ny other return of cpitl or distribution of ssets of the Corportion mong its shreholders for the purpose of windingup its ffirs; nd (xxiv) "Settlement Dte" shll men the first Business Dy following n Auction Dte.

135 20 (b) Except s otherwise herein provided, in the event tht ny dte on which ny dividend on the Second Preferred Shres, Fourth Series is pyble or on or by which ny other ction is required to be tken by the Corportion hereunder, is not Business Dy, then such dividend shll be pyble, or such other ction shll be required to be tken, on or by the next succeeding dy tht is Business Dy. (c) In the event of the nonreceipt of cheque by holder of Second Preferred Shres, Fourth Series entitled to such cheque, or the loss or destruction thereof, the Corportion, upon being furnished with resonble evidence of such nonreceipt, loss or destruction, nd n indemnity resonbly stisfctory to the Corportion, shll issue to such holder replcement cheque for the mount of such cheque. (d) The provisions of Prt III hereof 'with respect to the fixing of Corportion Determined Dividend Rte for Corportion Determined Term my be initited by the Corportion no erlier thn 60 dys nd no lter thn 45 dys prior to the end of the Initil Term nd, therefter, my be used by the Corportion from time to time during ny Corportion Determined Term, Deler Determined Term or Auction Dividend Period (other thn during the first Auction Dividend Period within n Auction Term), s the cse my be, provided tht, in such circumstnces, such provisions re initited no erlier thn 60 dys nd no lter thn 45 dys prior to the end of such Corportion Determined Term or Deler Determined Term or re initited no erlier thn 25 dys nd no lter thn 20 dys prior to the end of such Auction Dividend Period, s the cse my be. (e) The provisions of Prt IV hereof with respect to the solicittion of Deler Offers for the purpose of fixing Deler Determined Dividend Rte for Deler Determined Term my be initited by the Corportion no erlier thn 30 dys nd no lter thn 25 dys prior to the end of the Initil Term nd, therefter, my be used by the Corportion from time to time during ny Corportion Determined Term, Deler Determined Term or Auction Dividend Period (other

136 21 thn during the first Auction Dividend Period within n Auction Term), s the cse my be, provided tht in such circumstnces, such provisions re initited no erlier thn 30 dys nd no lter thn 25 dys prior to the end of such Corportion Determined Term or Deler Determined Term or re initited no erlier thn 13 dys nd no lter thn 10 dys prior to the end of such Auction Dividend Period, s the cse my be. (f) The provisions of Prt V hereof shll pply following the end of the Initil Term nd following the end of ny Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be, unless t ny such time Corportion Determined Dividend Rte hs been ccepted in ccordnce with the provisions of Prt III hereof or Deler Determined Dividend Rte hs been ccepted in ccordnce with the provisions of Prt IV hereof nd the provisions of section IV.2.(g) hereof re fully complied with. (g) For the purposes hereof, including Prt I, Prt III, Prt IV nd Prt V hereof, "ccrued nd unpid dividends" mens the ggregte of (i) ll unpid dividends on the Second Preferred Shres, Fourth Series in respect of ny Dividend Pyment Dte for ny completed Dividend Period nd in respect of ny Auction Dividend Pyment Dte for ny completed Auction Dividend Period nd (ii) the mount clculted s though dividends on ech Second Preferred Shre, Fourth Series hd been ccruing on dy to dy bsis in mnner consistent with section 1.3 hereof from nd including the Dividend Pyment Dte or Auction Dividend Pyment Dte in respect of the most recently completed of the Dividend Periods or Auction Dividend Periods, s the cse my be, to but excluding the dte on which the computtion of ccrued dividends is to be mde; provided tht, for the purpose of clculting ccrued nd unpid dividends pyble on (x) the Redemption Dte in the event notice of redemption of the Second Preferred Shres, Fourth Series hs been given pursunt to the provisions of section 1.6., (y) the purchse dte in the cse of ny purchse of Second Preferred Shres, Fourth Series mde under

137 22 section 1.7 or (z) the relevnt dte for the purposes of section 1.9., the Averge Prime Rte, if pplicble to the clcultion of the Corportion Determined Dividend Rte for Corportion Determined Term or to the clcultion of the Deler Determined Dividend Rte for Deler Determined Term, shll be for period of 90 dys ending on dy not more thn 15 dys prior to the Redemption Dte or purchse dte nd set out in the pplicble notice of redemption, invittion for tenders or other purchse for cncelltion, s the cse my be, or ending on the relevnt dte for the purpose of section 1.9., s the cse my be. (h) The index nd the hedings of the vrious sections hereof re for convenience of reference only nd shll not ffect the interprettion of ny of the provisions hereof. 2. Notices () Any notice or other communiction from the Corportion provided for herein, including without limittion ny notice of redemption, shll be in writing nd shll be sufficiently given if delivered or if sent by ordinry unregistered first clss prepid mil, to the holders of Second Preferred Shres, Fourth Series t their respective ddresses ppering on the securities register of the Corportion, or in the event of the ddress of ny such holder not so ppering, then t the lst ddress of such holder known to the Corportion, or if given to such holders by telex or fcsimile communiction. Notwithstnding the foregoing, ny notice given under Prt III, IV nd V hereof shll be given by telex or fcsimile communiction, if possible. Accidentl filure to give ny notice or other communiction to one or more holders of the Second Preferred Shres, Fourth Series shll not ffect the vlidity of the notices or other communictions properly given or ny ction, including the redemption of ll or ny prt of the Second Preferred Shres, Fourth Series, tken pursunt to such properly given notice or other communiction but, upon such filure being discovered, the notice or

138 23 other communiction, s the cse my be, shll be sent forthwith to such holder or holders nd shll hve the sme force nd effect s if given in due time. (b) If the Corportion determines tht mil service is or is thretened to be interrupted t the time when the Corportion is required or elects to give ny notice hereunder by mil, or is required to send ny cheque or ny shre certificte to the holder of ny Second Preferred Shre, Fourth Series whether in connection with the redemption of such shre or otherwise, the Corportion my, notwithstnding the provisions hereof: (i) give such notice by mens of publiction once in ech of two successive weeks in newspper of generl circultion published or distributed in Toronto nd Montrel; nd (ii) fulfill the requirement to send such cheque or such shre certificte by rrnging for delivery thereof to the principl office of the registrr nd trnsfer gent for Second Preferred Shres, Fourth Series in Toronto, nd such cheque nd/or certificte shll be deemed to hve been sent on the dte on which notice of such rrngement shll hve been given s provided in (i) bove, provided tht s soon s the Corportion determines tht mil service is no longer interrupted or thretened to be interrupted such cheque or shre certificte, if not theretofore delivered to such holder, shll be sent by ordinry unregistered first clss mil to the registered ddress of ech person who t the dte of miling is registered holder nd who is entitled to receive such cheque or shre certificte or, in the event of the ddress of ny such holder not so ppering, to the lst ddress of such holder known to the Corportion. (c) Notice given by the Corportion by mil shll be deemed to be given three Business Dys fter the dy upon which it is miled unless on

139 24 the dy of or the dy following such miling n ctul disruption of mil services hs occurred in the province in or to which such notice is miled. Notice given by the Corportion by publiction shll be deemed to be given on the dy on which the first publiction is completed in ny city in which notice is published nd notice given by telex or fcsimile communiction shll be deemed to be given on the dy on which it is sent (or, if such dy is not Business Dy on the next following Business Dy). Notice given to the Corportion pursunt to the provisions hereof shll be deemed to be given on the dte of ctul receipt thereof by the Corportion. PART III CORPORATION DETERMINED RATE PROCEDURES 1. Definitions For the purposes of this Prt III, the following expressions hve the following menings: () "Corportion Determined Percentge" shll men percentge of the Averge Prime Rte or of the Bnkers* Acceptnce Rte to be selected by the Corportion nd set forth in the notice referred to in section III.2. hereof; (b) "Corportion Determined Qurterly Dividend Rte" shll men one qurter of the Corportion Determined Dividend Rte; (c) "Corportion Determined Dividend Rte" shll men the nnul dividend rte specified by the Corportion in its notice pursunt to section III.2. hereof, which nnul dividend rte shll be one of: (i) the Corportion Determined Percentge of the Averge Prime Rte determined qurterly for ech Dividend Pyment Dte immeditely following the Dividend Period for which such determintion is being mde tking into ccount the

140 25 Averge Prime Rte for the period consisting of the three clendr months ending on the lst dy of the clendr month prior to the clendr month during which the Dividend Pyment Dte for which the determintion is being mde flls; or (ii) the Corportion Determined Percentge of the Bnkers' Acceptnce Rte determined on the first Business Dy of the Dividend Period for which such determintion is being mde; or (iii) fixed nnul percentge rte. Terms defined in Prt II, Prt IV or Prt V hereof nd used but not defined in this Prt III shll hve the menings ttributed thereto in Prt II, Prt IV or Prt V, s the cse my be. 2. Determintion of New Dividend Rte No erlier thn 60 dys nd no lter thn 45 dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or no erlier thn 25 dys nd no lter thn 20 dys prior to the end of the then current Auction Dividend Period (nd provided such Auction Dividend Period is not the first Auction Dividend Period within n Auction Term), s the cse my be, the Corportion my notify the holders of Second Preferred Shres, Fourth Series of proposed Corportion Determined Dividend Rte for proposed Corportion Determined Term. Such notifiction to such holders shll lso: (i) specify dte by which ech holder must notify the Corportion in writing of its cceptnce of the proposed Corportion Determined Dividend Rte nd the proposed Corportion Determined Term, if such holder intends to ccept such rte nd term, which dte shll be t lest 35 dys prior to the end of the Initil Term or the then

141 26 current Corportion Determined Term or Deler Determined Term or t lest 15 dys prior to the end of the then current Auction Dividend Period, s the cse my be; nd (ii) specify tht the proposed Corportion Determined Dividend Rte nd the proposed Corportion Determined Term shll become effective for the purposes of determining the dividends to be pid on the Dividend Pyment Dtes for Dividend Periods during such proposed Corportion Determined Term only if ll of the holders of Second Preferred Shres, Fourth Series ccept such rte nd term. 3. Acceptnce of Corportion Determined Dividend Rte It, (i) by the time prescribed in prgrph (i) of section III.2. hereof, ll of the holders of Second Preferred Shres, Fourth Series hve ccepted the proposed Corportion Determined Dividend Rte nd the proposed Corportion Determined Term s evidenced by notice in writing to the Corportion, nd (ii) t lest 30 dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or t lest 12 dys prior to the end of the then current Auction Dividend Period, s the cse my be, the Corportion hs notified ll of such holders tht ech of them hs greed with the Corportion on such rte nd term; such Corportion Determined Dividend Rte nd Corportion Determined Term shll pply for the purposes of determining the dividend to be pid on the Second Preferred Shres, Fourth Series, from time to time, on ech of the Second

142 27 Preferred Shres, Fourth Series on ech Dividend Pyment Dte in respect of Dividend Periods during such Corportion Determined Term. 4. Termintion of Appliction Notwithstnding the cceptnce of Corportion Determined Dividend Rte nd Corportion Determined Term s provided for in this Prt III, the Corportion my notify the holders of Second Preferred Shres, Fourth Series tht the Corportion does not intend to implement ppliction of the Corportion Determined Dividend Rte nd Corportion Determined Term s set forth in the notifiction to holders provided tht such notifiction is given by the Corportion prior to the end of the Initil Term or the then current Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be. In such circumstnces, the provisions of Prt IV hereof my be pplied in ccordnce with such Prt, filing which the provisions of Prt V hereof shll be pplied in ccordnce with such Prt. Any such notifiction shll not limit or restrict the right of the Corportion, prior to the expiry of ny subsequent Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be, to implement the provisions of this Prt III by forwrding notifiction to the holders of Second Preferred Shres, Fourth Series. 5. Miscellneous In the event tht there is ny inconsistency, mbiguity or uncertinty in the interprettion or ppliction of the procedures set forth in this Prt, the directors of the Corportion (or ny person or persons designted by the directors) my, in such mnner s they shll determine in their sole discretion, interpret such procedures in order to del with such inconsistency, mbiguity or uncertinty nd ny such determintion evidenced by certificte of the Secretry of the Corportion (which shll be provided to holders of Second Preferred Shres, Fourth Series upon request) shll be conclusive.

143 28 PART IV DEALER BIDS PROCEDURES 1. Definitions For the purposes of this Prt IV, the following expressions hve the following menings: () "Deler" shll men ny registered investment deler or other person permitted by lw to perform the functions required of Deler in this Prt IV; (b) "Deler Determined Percentge" shll men percentge of the Averge Prime Rte or the Bnkers* Acceptnce Rte to be selected by ech Deler nd to be set forth in ech Deler Offer in ccordnce with section IV.2.(b) hereof; (c) "Deler Determined Qurterly Dividend Rte" shll men onequrter of the Deler Determined Dividend Rte; (d) "Deler Determined Dividend Rte" shll men the nnul dividend rte specified by the Deler in the Accepted Deler Offer referred to in section IV.2.(c) hereof which shll be one of: (i) the Deler Determined Percentge of the Averge Prime Rte determined qurterly for ech Dividend Pyment Dte immeditely following the Dividend Period for which such determintion is being mde tking into ccount the Averge Prime Rte for the period consisting of the three clendr months ending on the lst dy of the clendr month prior to the clendr month during which the Dividend Pyment Dte for which the determintion is being mde flls; (ii) the Deler Determined Percentge of the Bnkers* Acceptnce Rte determined on the first Business Dy of

144 29 the Dividend Period for which such determintion is being mde; or (iii) fixed nnul percentge rte; (e) "Deler Offer" shll men written irrevocble nd unconditionl offer from Deler in response to Notice Requesting Bids to purchse ll of the Second Preferred Shres, Fourth Series outstnding on the dy of the expiry of the Initil Term or the then current Corportion Determined Term, Deler Determined Term or on the Settlement Dte immeditely following the Auction Dividend Period, s the cse my be, or if such dy is not Business Dy, then on the immeditely preceding Business Dy, t purchse price per Second Preferred Shre, Fourth Series equl to $500,000 nd contining the informtion specified in section IV.2.(b) hereof; (f) "Deler Response Dte" shll hve the mening scribed thereto in section IV.2.() hereof; (g) "Notice Requesting Bids" shll men notice from the Corportion to one or more Delers requesting them to submit Deler Offers s provided for in section IV.2.() hereof; nd (h) "Notifiction to Holders" shll men the notifiction from the Corportion to holders of Second Preferred Shres, Fourth Series of the cceptnce of Deler Offer s provided for in section IV.2.(d) hereof. Terms defined in Prt II nd Prt V hereof nd used but not defined in this Prt IV shll hve the menings ttributed thereto in Prt II nd Prt V. 2. Bids by Delers () No erlier thn 30 dys nd no lter thn 25 dys prior to the end of the Initil Term, or the then current Corportion Determined

145 30 Term or Deler Determined Term or no erlier thn 13 dys nd no lter thn 10 dys prior to the end of the then current Auction Dividend Period (nd provided such Auction Dividend Period is not the first Auction Dividend Period within n Auction Term), s the cse my be, the Corportion my solicit bids from one or more Delers for the purchse of ll of the Second Preferred Shres, Fourth Series. Such solicittion shll be contined in Notice Requesting Bids to be sent by the Corportion to such Delers which notice shll: (i) invite ech Deler to submit to the Corportion Deler Offer; nd (ii) specify dte, which dte shll not be more thn 10 dys fter the giving of such notice except if such notice is given during n Auction Dividend Period in which cse the dte specified shll not be more thn 5 dys fter the giving of such notice, by which ny such offer must be received (the "Deler Response Dte") by the Corportion. (b) Ech Deler receiving Notice Requesting Bids my submit Deler Offer provided such Deler does so by the Deler Response Dte nd provided tht such Deler Offer specifies: (i) for the purpose of determining the Deler Determined Dividend Rte in the event such Deler's Offer is ccepted under section IV.2.(c): (A) the Deler Determined Percentge of the Averge Prime Rte (to be determined s described in prgrph (i) of the definition herein of "Deler Determined Dividend Rte"); (B) the Deler Determined Percentge of the Bnkers' Acceptnce Rte (to be determined s described in

146 31 prgrph (ii) of the definition herein of "Deler Determined Dividend Rte"); or (C) fixed nnul percentge rte; (ii) Deler Determined Term for which the rte referred to in prgrph (i) of this section IV.2.(b) shll pply; nd (iii) the mount of ny fees to be pid by the Corportion to the Deler in respect of the Second Preferred Shres, Fourth Series in the event the Deler's Offer is the Corportion. ccepted by (c) If the Corportion wishes to ccept Deler Offer, it shll signify such cceptnce on or before 15 dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or on or before 5 dys prior to the end of the then current Auction Dividend Period, s the cse my be, by notice to the Deler whose Deler Offer it ccepts (n "Accepted Deler Offer"). The Deler Determined Dividend Rte nd Deler Determined Term specified in the Accepted Deler Offer shll pply for the purposes of determining the dividends to be pid on the Second Preferred Shres, Fourth Series on ech Dividend Pyment Dte in respect of Dividend Periods during such Deler Determined Term provided the provisions of section IV.2.(g) hereof re fully complied with. The Deler whose Deler Offer is ccepted will be required to purchse ll of the Second Preferred Shres, Fourth Series not retined by the existing holders on the dy of the expiry of the Initil Term or of the then current Corportion Determined Term or Deler Determined Term or on the Settlement Dte immeditely following the current Auction Dividend Period, s the cse my be, or if such dy is not Business Dy, on the immeditely preceding Business Dy, on the terms contined in the Accepted Deler Offer.

147 32 (d) Concurrently with its cceptnce of Deler Offer, nd in ny event not lter thn 15 dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or not lter thn five dys prior to the end of the then current Auction Dividend Period, s the cse my be, the Corportion shll notify ( "Notifiction to Holders") ech existing holder of Second Preferred Shres, Fourth Series tht the Corportion hs ccepted Deler Offer. Such notifiction shll: (i) specify the Deler Determined Dividend Rte to pply to the Second Preferred Shres, Fourth Series; (ii) specify the Deler Determined Term for which the Deler Determined Dividend Rte referred to in prgrph (i) of this section IV.2.(d) shll pply; (iii) notify such holders of the right of ech holder either to sell ll or some of the Second Preferred Shres, Fourth Series it holds to such Deler or to continue to hold ll or some of the Second Preferred Shres, Fourth Series it holds; (iv) notify such holders of the dte (which shll be not more thn ten dys nd not less thn six dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or not more thn three dys nd not less thn two dys prior to the end of the then current Auction Dividend Period, s the cse my be) by which the Corportion must hve received written notice from such holder of its decision to sell ll or some of the Second Preferred Shres, Fourth Series it holds s provided for in section IV.2.(e) hereof; (v) notify such holders tht ny holder of Second Preferred Shres, Fourth Series tht fils to respond to the Notifiction to Holders by the dte specified for response

148 33 therein will be deemed to hve elected to continue to hold ll of the Second Preferred Shres, Fourth Series then held by it subject to the terms nd conditions s to the Deler Determined Dividend Rte nd the Deler Determined Term which re set forth in the Notifiction to Holders; nd (vi) identify the Deler whose Deler Offer hs been ccepted. (e) Upon receipt of the Notifiction to Holders, n existing holder of Second Preferred Shres, Fourth Series my elect to sell Second Preferred Shres, Fourth Series in ccordnce with the terms specified in such Notifiction to Holders by notifying the Corportion in writing of such decision nd of the number of shres to be sold. Ech holder of Second Preferred Shres, Fourth Series who elects to sell ll or some of' its holdings of Second Preferred Shres, Fourth Series shll, together with such notice, deposit the certificte or certifictes representing Second Preferred Shres, Fourth Series which such holder desires to sell (with the trnsfer pnel on such certificte duly completed nd signed or, in the lterntive, with duly completed stock trnsfer power of ttorney ccompnying such certificte or certifictes) t the registered office of the Corportion, or t ny plce where the Second Preferred Shres, Fourth Series my be trnsferred or ny other plce or plces in Cnd specified by the Corportion to holders of the Second Preferred Shres, Fourth Series in the Notifiction to Holders. If holder of Second Preferred Shres, Fourth Series wishes to sell only some of the Second Preferred Shres, Fourth Series represented by ny shre certificte or certifictes the holder my deposit the certificte or certifictes, s forementioned, nd the Corportion shll issue nd deliver to such holder, t the expense of the Corportion, new shre certificte representing the Second Preferred Shres, Fourth Series which re not being delivered for sle. Any holder of Second Preferred Shres, Fourth Series tht fils to respond to the Notifiction to Holders by the dte specified for response therein will be deemed to hve elected

149 34 to continue to hold ll of the Second Preferred Shres, Fourth Series then held by it subject to the terms nd conditions s to the Deler Determined Dividend Rte nd the Deler Determined Term which re set forth in the Notifiction to Holders. The Corportion shll hve ll such powers nd uthority s my be necessry to determine finlly the dequcy of ll trnsfer instruments nd relted mtters with respect to the sle of shres by n existing holder to Deler hereunder. Any determintion by the Corportion to the effect tht ny instrument of trnsfer is incomplete or ineffective shll bind the holder intending to sell ny of its Second Preferred Shres, Fourth Series pursunt to the provisions of this Prt IV nd shll lso bind the Deler in question. (f) At lest one Business Dy prior to the end of the Initil Term, or the then current Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be, the Corportion shll notify the Deler submitting the Accepted Deler Offer of the number of shres to be purchsed by such Deler in ccordnce with section IV.2.(g) hereof nd of the identity of the vendor or vendors thereof. (g) On the dy of the expiry of the Initil Term, or the then current Corportion Determined Term or Deler Determined Term or on the Settlement Dte immeditely following the end of the Auction Dividend Period, s the cse my be, or if such dy is not Business Dy then on the immeditely preceding Business Dy, the Deler submitting the Accepted Deler Offer shll purchse the Second Preferred Shres, Fourth Series from the holders specified in section IV.2.(f) hereof, t the purchse price set out in section IV.l.(e) hereof. For the purposes of completing such purchse, the Deler submitting the Accepted Deler Offer shll deposit with the Corportion, t its registered office, on or prior to noon (Toronto time) on such dte, certified cheque pyble to the Corportion, s gent for the vendor or vendors referred to in section IV.2.(f) hereof, representing the ggregte purchse price for

150 35 the Second Preferred Shres, Fourth Series to be purchsed pursunt to this section IV.2.(g) together with direction s to registrtion prticulrs with respect to such Second Preferred Shres, Fourth Series to be purchsed. Upon receipt of such certified cheque s foresid, the Corportion shll deliver to the vendor or vendors t the registered office of the Corportion cheques pyble to the vendor or vendors in pyment of the purchse price for such Second Preferred Shres, Fourth Series (less ny tx required to be deducted nd withheld therefrom) ginst delivery of the certifictes therefor duly completed in ccordnce with section IV.2.(e), nd delivery of such cheques by the Corportion shll be deemed to be pyment nd shll stisfy nd dischrge ll libility for such purchse price to the extent of the mount represented by such cheques (plus ny tx required to be nd in fct deducted nd withheld therefrom nd remitted to the proper tx uthority), unless such cheques re not pid on due presenttion. 3. Termintion of Appliction Notwithstnding the cceptnce of Deler Offer s provided for in this Prt IV, the Corportion my notify the holders of Second Preferred Shres, Fourth Series tht the Corportion does not intend to implement ppliction of the Deler Determined Dividend Rte nd Deler Determined Term s set forth in the Notifiction to Holders provided tht such notifiction is given by the Corportion prior to the end of the Initil Term or of the then current Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be. In such circumstnces, the provisions of Prt V hereof shll be pplied in ccordnce with such Prt nd, for greter certinty, the Deler whose Deler Offer hs been ccepted shll not be obliged to purchse ny Second Preferred Shres, Fourth Series pursunt to such Deler Offer. Any such notifiction shll not limit or restrict the right of the Corportion, prior to the end of ny subsequent Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be, to implement the provisions of this Prt IV by forwrding Notice Requesting Bids to one or more Delers.

151 36 4. Miscellneous In the event tht there is ny inconsistency, mbiguity or uncertinty in the interprettion or ppliction of the procedures set forth in this Prt IV, the directors of the Corportion (or ny person or persons designted by the directors) my, in such mnner s they shll determine in their sole discretion, interpret such procedures in order to del with ny such inconsistency, mbiguity or uncertinty nd ny such determintion evidenced by certificte of the Secretry of the Corportion (which shll be provided to holders of Second Preferred Shres, Fourth Series upon request) shll be conclusive. PART V AUCTION PROCEDURES 1. Definitions For the purposes of this Prt V the following expressions hve the following menings: () "Auction Mnger" shll men (i) the Corportion or (ii) nother person, or ny successor thereto, duly ppointed or to be ppointed from time to time by the Corportion s Auction Mnger in respect of the Second Preferred Shres, Fourth Series pursunt to the Auction Mnger Agreement; (b) "Auction Mnger Agreement" shll men n greement mde between the Auction Mnger, if other thn the Corportion, nd the Corportion which provides, mong other things, tht the Auction Mnger will follow the procedures set forth in this Prt V for the purposes of determining the Current Dividend Rte for the Second Preferred Shres. Fourth Series; (c) "Avilble Shres" shll hve the mening specified in prgrph (i) of section V.4.() hereof;

152 37 (d) "Bid" nd "Bids" shll hve the respective menings specified in section V.2.() hereof; (e) "Bidder" nd "Bidders" shll hve the respective menings specified in section V.2.() hereof; (f) "Deler" shll men ny registered investment deler or other person permitted by lw to perform the functions required of Deler in this Prt V tht hs entered into Deler Agreement with the Auction Mnger tht is in effect; (g) "Deler Agreement" shll men n greement between the Auction Mnger nd Deler pursunt to which the Deler grees to prticipte in Auctions in complince with the procedures set forth in this Prt V; (h) "Existing Holder" shll men holder of Second Preferred Shres, Fourth Series (i) who hs signed Purchser's Letter, (ii) who hs delivered or cused to be delivered such Purchser's Letter to the Auction Mnger nd to ny Deler to which such Existing Holder submits informtion pursunt to section V.2.() hereof, nd (iii) who is registered in the ledger mintined by the Auction Mnger in respect of holders of Second Preferred Shres, Fourth Series; (i) "held by" with respect to ny Second Preferred Shres, Fourth Series registered in the nme of the Auction Mnger shll include such shres beneficilly owned by n Existing Holder but does not include, with respect to such shres, the Auction Mnger; (j) "Hold Order" nd "Hold Orders" shll hve the respective menings specified in section V.2.() hereof; (k) "Mximum Rte" with respect to ny Auction Dividend Period shll men the Bnkers' Acceptnce Rte determined on the Auction Dte

153 38 immeditely preceding the beginning of such Auction Dividend Period plus 0.40%; (1) "Order" nd "Orders" shll hve the respective menings specified in section V.2.()hereof; (m) "Potentil Holder" shll men ny person, including ny Existing Holder, (i) who hs executed Purchser's Letter, (ii) who hs delivered or cused to be delivered such Purchser's Letter to the Auction Mnger nd to ny Deler to which such Potentil Holder submits informtion pursunt to section V.2.() hereof nd (iii) who my be interested in cquiring Second Preferred Shres, Fourth Series (or, in the cse of n Existing Holder, dditionl Second Preferred Shres, Fourth Series); (n) "Purchser's Letter" shll men letter ddressed to the Auction Mnger nd Deler in which person grees, mong other things, to be bound by the Auction Procedures in the event such person prticiptes in n Auction; (o) "Remining Shres" shll hve the mening specified in prgrph (iv) of section V.5.() hereof; (p) "Sell Order" nd "Sell Orders" shll hve the respective menings specified in section V.2.() hereof; (q) "Submission Dedline" shll men 11:00.m., Toronto time, on ny Auction Dte or such lter time on ny Auction Dte, s specified by the Auction Mnger from time to time, by which Delers re required to submit Orders to the Auction Mnger; (r) "Submitted Bid" nd "Submitted Bids" shll hve the respective menings specified in section V.4.() hereof;

154 39 (s) "Submitted Hold Order" nd "Submitted Hold Orders" shll hve the respective menings specified in section V.4.() hereof; (t) "Submitted Order" nd "Submitted Orders" shll hve the respective menings specified in section V.4.() hereof; (u) "Submitted Sell Order" nd "Submitted Sell Orders" shll hve the respective menings specified in section V.4.() hereof; (v) "Sufficient Clering Bids" shll hve the mening specified in section V.4.() hereof; nd (w) "Winning Bid Rte" shll men the dividend rte per nnum determined in ccordnce with section V.4.() hereof. 2. Orders by Existing Holders nd Potentil Holders () Prior to the Submission Dedline on ech Auction Dte: (i) ech Existing Holder my submit to Deler informtion s to the number of Second Preferred Shres, Fourth Series, if ny, held by such Existing Holder which such Existing Holder (A) desires to continue to hold without regrd to the Current Dividend Rte; nd/or (B) desires to continue to hold, provided tht the Current Dividend Rte shll not be less thn the dividend rte per nnum specified by such Existing Holder; nd/or (C) offers to sell without regrd to the Current Dividend Rte: nd

155 40 (ii) Potentil Holders my submit to Deler offers to purchse Second Preferred Shres, Fourth Series, provided tht ny such offer shll be effective only if the Current Dividend Rte shll not be less thn the dividend rte per nnum specified by such Potentil Holder. The communiction to Deler of the informtion referred to in this section V.2.() is n "Order" nd, collectively, re "Orders", nd ech Existing Holder nd ech Potentil Holder plcing n Order is "Bidder" nd, collectively, re "Bidders"; n Order contining the informtion referred to in subprgrph (i)(a) of this section V.2.() is "Hold Order" nd, collectively, re "Hold Orders"; n Order contining the informtion referred to in subprgrph (i)(b) or prgrph (ii) of this section V.2.() is "Bid" nd, collectively, re "Bids"; nd n Order contining the informtion referred to in subprgrph (i)(c) of this section V.2.() is "Sell Order" nd, collectively, re "Sell Orders". (b) (i) A Bid by n Existing Holder shll constitute n irrevocble offer to sell t price of $500,000 per Second Preferred Shre, Fourth Series: (A) the number of Second Preferred Shres, Fourth Series specified in such Bid if the Winning Bid Rte determined on the pplicble Auction Dte is less thn the rte specified in such Bid; (B) the number of Second Preferred Shres, Fourth Series specified in such Bid or lesser number to be determined s set forth in prgrph (iv) of section V.5.() hereof if the Winning Bid Rte determined on such Auction Dte is equl to the rte specified in such Bid; (C) the number of Second Preferred Shres, Fourth Series specified in such Bid if the rte specified in such Bid

156 41 is higher thn the Mximum Rte nd Sufficient Clering Bids do exist; or (D) lesser number of Second Preferred Shres, Fourth Series to be determined s set forth in prgrph (iii) of section V.5.(b) hereof if the rte specified in such Bid is higher thn the Mximum Rte nd Sufficient Clering Bids do not exist. (ii) A Sell Order by n Existing Holder shll constitute n irrevocble offer to sell t price of $500,000 per Second Preferred Shre, Fourth Series: (A) the number of Second Preferred Shres, Fourth Series specified in such Sell Order; or (B) lesser number of Second Preferred Shres, Fourth Series to be determined s set forth in prgrph (iii) of section V.5.(b) hereof if Sufficient Clering Bids do not exist. (iii) A Bid by Potentil Holder shll constitute n irrevocble offer to purchse t price of $500,000 per Second Preferred Shre, Fourth Series: (A) the number of Second Preferred Shres, Fourth Series specified in such Bid if the Winning Bid Rte determined on the pplicble Auction Dte is higher thn the rte specified in such Bid; or (B) the specified number or lesser number of Second Preferred Shres, Fourth Series to be determined s set forth in prgrph (v) of section V.5.() hereof if the Winning Bid Rte determined on such Auction Dte is equl to the rte specified in such Bid; or

157 42 (C) the specified number of Second Preferred Shres, Fourth Series if the rte specified in such Bid is equl to or lower thn the Mximum Rte nd Sufficient Clering Bids do not exist. (c) A rte specified by n Existing Holder or Potentil Holder in ny Bid shll be fixed nnul percentge rte or specified percentge of the Bnkers' Acceptnce Rte determined on the relevnt Auction Dte. (d) If none of the holders of Second Preferred Shres, Fourth Series is n Existing Holder for the purposes of this Prt V on ny dte which would be n Auction Dte hereunder, the Current Dividend Rte for the next succeeding Auction Dividend Period shll be equl to 50% of the Bnkers' Acceptnce Rte determined on the Auction Dte. 3. Submission of Orders by Delers to the Auction Mnger () Ech Deler shll submit to the Auction Mnger in writing in ccordnce with its Deler Agreement prior to the Submission Dedline on ech Auction Dte ll Orders obtined by such Deler nd specifying with respect to ech Order: (i) the nme of the Bidder plcing such Order; (ii) the ggregte number of Second Preferred Shres, Fourth Series tht re the subject of the Order; (iii) to the extent tht the Bidder is n Existing Holder, the number of Second Preferred Shres, Fourth Series, if ny, subject to ny: (A) Hold Order plced by such Existing Holder; (B) Bid plced by such Existing Holder nd the rte specified in such Bid; nd/or

158 43 (C) Sell Order plced by such Existing Holder; nd (iv) to the extent tht the Bidder is Potentil Holder, the rte specified in the Bid of such Potentil Holder. (b) If ny rte specified in ny Bid contins more thn three figures to the right of the deciml point, the Auction Mnger shll round such rte up to the next highest onethousndth of one percent (0.001%). (c) If for ny reson n Order or Orders covering in the ggregte ll the Second Preferred Shres, Fourth Series held by n Existing Holder is not submitted to the Auction Mnger prior to the Submission Dedline, the Auction Mnger shll deem Hold Order to hve been submitted on behlf of such Existing Holder covering the number of Second Preferred Shres, Fourth Series held by such Existing Holder nd not subject to Orders submitted to the Auction Mnger. (d) If one or more Orders covering in the ggregte more thn the number of Second Preferred Shres, Fourth Series held by ny Existing Holder re submitted to the Auction Mnger, such Orders shll be considered vlid s follows nd in the following order of priority: (i) ll Hold Orders shll be considered vlid, but only up to nd including, in the ggregte, the number of Second Preferred Shres, Fourth Series held by such Existing Holder, nd, solely for purposes of llocting compenstion mong the Delers submitting Hold Orders, if the number of Second Preferred Shres, Fourth Series subject to such Hold Orders exceeds the number of Second Preferred Shres, Fourth Series held by such Existing Holder, the number of Second Preferred Shres, Fourth Series subject to ech such Hold Order shll be reduced pro rt to cover the number of Second Preferred Shres, Fourth Series held by such Existing Holder;

159 44 (ii) (A) ny Bid shll be considered vlid up to nd including the excess of the number of Second Preferred Shres, Fourth Series held by such Existing Holder over the number of Second Preferred Shres, Fourth Series subject to ny Hold Order referred to in prgrph (i) of this section V.3.(d); (B) subject to prgrph (ii)(a) of this section V.3(d), if more thn one Bid with the sme rte is submitted on behlf of such Existing Holder nd the number of Second Preferred Shres, Fourth Series subject to such Bids is greter thn such excess, such Bids shll be considered vlid up to the mount of such excess, nd, solely for purposes of llocting compenstion mong the Delers submitting Bids with the sme rte, the number of Second Preferred Shres, Fourth Series subject to ech Bid with the sme rte shll be reduced pro rt to cover the number of Second Preferred Shres, Fourth Series equl to such excess; (C) subject to subprgrph (ii)(a) of this section V.3.(d), if more thn one Bid with different rtes is submitted on behlf of such Existing Holder, such Bids shll be considered vlid in the scending order of their respective rtes up to the mount of such excess; nd (D) in ny event, the number, if ny, of such Second Preferred Shres, Fourth Series subject to Bids not vlid under this prgrph (ii) shll be treted s the subject of Bid by Potentil Holder; nd (e) ll Sell Orders shll be considered vlid but only up to nd including in the ggregte the excess of the number of Second Preferred Shres, Fourth Series held by such Existing Holder over the sum of the Second Preferred Shres, Fourth Series subject to Hold Orders

160 45 referred to in prgrph (i) of this section V.3.(d) nd vlid Bids by Existing Holders referred to in prgrph (ii) of this section V.3.(d). (f) If more thn one Bid is submitted on behlf of ny Potentil Holder, ech Bid submitted shll be seprte Bid with the rte specified therein. 4. Determintion of Sufficient Clering Bids, Winning Bid Rte nd Current Dividend Rte () On the Submission Dedline on ech Auction Dte, the Auction Mnger shll ssemble ll Orders submitted or deemed submitted to it by the Delers (ech such Order s submitted or deemed submitted by Deler being individully "Submitted Hold Order", "Submitted Bid" or "Submitted Sell Order", s the cse my be, or "Submitted Order" nd, collectively, "Submitted Hold Orders", "Submitted Bids" or "Submitted Sell Orders", s the cse my be, or "Submitted Orders") nd shll determine: (i) the excess of () the totl number of Second Preferred Shres, Fourth Series held by Existing Holders issued nd outstnding over (b) the number of Second Preferred Shres, Fourth Series tht re the subject of Submitted Hold Orders (such excess being the "Avilble Shres"); (ii) from the Submitted Orders, whether: (A) the number of Second Preferred Shres, Fourth Series tht re the Subject of Submitted Bids by Potentil Holders specifying one or more rtes equl to or lower thn the Mximum Rte; exceeds or is equl to the sum of: (B) (I) the number of Second Preferred Shres, Fourth Series tht re the subject of Submitted Bids

161 46 by Existing Holders specifying one or more rtes higher thn the Mximum Rte; nd (II) the number of Second Preferred Shres, Fourth Series tht re the subject of Submitted Sell Orders; nd if such excess or equlity exists (other thn becuse ll of the Second Preferred Shres, Fourth Series held by Existing Holders re the subject of Submitted Hold Orders), then such Submitted Bids in subprgrph (A) hereof shll be "Sufficient Clering Bids"; nd (iii) if Sufficient Clering Bids exist, the lowest rte specified in the Submitted Bids which if the Auction Mnger ccepted: (A) (I) ech Submitted Bid from Existing Holders specifying tht lowest rte, nd (II) ll other Submitted Bids from Existing Holders specifying lower rtes, thus entitling those Existing Holders to continue to hold the ggregte number of Second Preferred Shres, Fourth Series tht re specified in those Submitted Bids; nd (B) (I) ech Submitted Bid from Potentil Holders specifying tht lowest rte, nd (II) ll other Submitted Bids from Potentil Holders specifying lower rtes, thus entitling those Potentil Holders to purchse the ggregte number of Second Preferred Shres, Fourth Series tht re specified in those Submitted Bids;

162 47 would result in such Existing Holders described in subprgrph (A) hereof continuing to hold n ggregte number of Second Preferred Shres, Fourth Series which, when dded to the ggregte number of Second Preferred Shres, Fourth Series to be purchsed by such Potentil Holders described in subprgrph (B) hereof, would equl not less thn the number of Avilble Shres. This lowest rte is the "Winning Bid Rte". (b) Promptly fter the Auction Mnger hs mde the determintions pursunt to section V.4.() hereof, the Auction Mnger shll dvise the Corportion of the Bnkers' Acceptnce Rte nd, bsed on such determintions, of the dividend rte pplicble to the Second Preferred Shres, Fourth Series for the next succeeding Auction Dividend Period (the "Current Dividend Rte") s follows: (i) if Sufficient Clering Bids exist, tht the Current Dividend Rte for the next succeeding Auction Dividend Period shll be equl to the Winning Bid Rte so determined; (ii) if Sufficient Clering Bids do not exist (other thn becuse ll of the Second Preferred Shres, Fourth Series held by Existing Holders re the subject of Submitted Hold Orders), tht the Current Dividend Rte for the next succeeding Auction Dividend Period shll be equl to the Mximum Rte; or (iii) if ll of the Second Preferred Shres, Fourth Series held by Existing Holders re the subject of Submitted Hold Orders, tht the Current Dividend Rte for the next succeeding Auction Dividend Period shll be equl to 50% of the Bnkers' Acceptnce Rte determined on the Auction Dte.

163 48 5. Acceptnce nd Rejection of Submitted Bids nd Submitted Sell Orders nd Alloction of Shres Bsed on the determintions mde pursunt to section V.4.() hereof, the Submitted Bids nd Submitted Sell Orders shll be ccepted or rejected nd the Auction Mnger shll tke such other ction s set forth below: () If Sufficient Clering Bids hve been mde, subject to the provisions of section V.5.(c) nd V.5.(d) hereof. Submitted Bids nd Submitted Sell Orders shll be ccepted nd rejected in the following order of priority nd ll other Submitted Bids shll be rejected: (i) (A) the Submitted Sell Order of ech Existing Holder shll be ccepted nd (B) the Submitted Bid of ech Existing Holder specifying ny rte tht is higher thn the Winning Bid Rte shll be rejected, thus requiring ech such Existing Holder to sell the Second Preferred Shres, Fourth Series tht re the subject of such Submitted Sell Order nd such Submitted Bid; (ii) the Submitted Bid of ech Existing Holder specifying ny rte tht is lower thn the Winning Bid Rte shll be ccepted, thus entitling ech such Existing Holder to continue to hold the Second Preferred Shres, Fourth Series tht re the subject of such Submitted Bid; (iii) the Submitted Bid of ech Potentil Holder specifying ny rte tht is lower thn the Winning Bid Rte shll be ccepted, thus requiring ech such Potentil Holder to purchse the number of Second Preferred Shres, Fourth Series specified in such Submitted Bid; (iv) the Submitted Bid of ech Existing Holder specifying rte tht is equl to the Winning Bid Rte shll be ccepted, thus entitling ech such Existing Holder to continue to hold

164 49 the Second Preferred Shres, Fourth Series tht re the subject of such Submitted Bid, unless the number of Second Preferred Shres, Fourth Series subject to ll such Submitted Bids is greter thn the totl number of Avilble Shres minus the number of Second Preferred Shres, Fourth Series subject to Submitted Bids described in prgrphs (ii) nd (iii) of this section V.5.() (the "Remining Shres"). In this event, the Submitted Bids of ech such Existing Holder described in this prgrph (iv) shll be rejected, nd ech such Existing Holder shll be required to sell Second Preferred Shres, Fourth Series, but only in n mount equl to the difference between (A) the number of Second Preferred Shres, Fourth Series then held by such Existing Holder subject to such Submitted Bid, nd (B) the number of Second Preferred Shres, Fourth Series obtined by multiplying (x) the number of Remining Shres by (y) frction, the numertor of which shll be the number of Second Preferred Shres, Fourth Series held by such Existing Holder subject to such Submitted Bid nd the denomintor of which shll be the sum of the number of Second Preferred Shres, Fourth Series subject to such Submitted Bids mde by ll such Existing Holders who specified rte equl to the Winning Bid Rte; nd (v) the Submitted Bid of ech Potentil Holder specifying rte tht is equl to the Winning Bid Rte shll be ccepted but only in n mount equl to the number of Second Preferred Shres, Fourth Series obtined by multiplying (A) the excess, if ny, of the totl number of Avilble Shres over the number of Second Preferred Shres, Fourth Series subject to ccepted Submitted Bids described in cluses (ii), (iii) nd (iv) of this subsection V.5.() by (B) frction, the numertor of which shll be the number of Second Preferred Shres, Fourth Series specified in such Submitted Bid nd the denomintor of which shll be the sum of the number of

165 50 Second Preferred Shres, Fourth Series subject to Submitted Bids mde by ll Potentil Holders who specified rte equl to the Winning Bid Rte. (b) If Sufficient Clering Bids hve not been mde (other thn becuse ll of the Second Preferred Shres, Fourth Series held by Existing Holders re subject to Submitted Hold Orders), subject to the provisions of sections V.5.(c) nd V.5.(d) of this Prt V, Submitted Bids nd Submitted Sell Orders shll be ccepted or rejected in the following order of priority nd ll other Submitted Bids shll be rejected: (i) the Submitted Bid of ech Existing Holder specifying ny rte tht is equl to or lower thn the Mximum Rte shll be ccepted, thus entitling tht Existing Holder to continue to hold the Second Preferred Shres, Fourth Series tht re the subject of such Submitted Bid; (ii) the Submitted Bid of ech Potentil Holder specifying ny rte tht is equl to or lower thn the Mximum Rte shll be ccepted, thus requiring such Potentil Holder to purchse the number of Second Preferred Shres, Fourth Series specified in such Submitted Bid; nd (iii) the Submitted Bid of ech Existing Holder specifying ny rte tht is higher thn the Mximum Rte shll be rejected nd the Submitted Sell Order of ech Existing Holder shll be ccepted, in both cses only in n mount equl to the difference between (A) the number of Second Preferred Shres, Fourth Series then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order nd (B) the number of Second Preferred Shres, Fourth Series obtined by multiplying (x) the difference between the totl number of Avilble Shres nd the ggregte number of Second Preferred Shres, Fourth Series subject to Submitted

166 51 Bids described in prgrphs (i) nd (ii) of this section V.5(b) by (y) frction, the numertor of which shll be the number of Second Preferred Shres, Fourth Series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order nd the denomintor of which shll be the number of Second Preferred Shres, Fourth Series subject to ll such Submitted Bids nd Submitted Sell Orders. (c) If, s result of the procedures described in sections V.5.() or V.5.(b) hereof, ny Existing Holder would be entitled or required to sell, or ny Potentil Holder would be entitled or required to purchse, frction of Second Preferred Shre, Fourth Series on ny Auction Dte, the Auction Mnger shll, in such mnner s it shll determine in its sole discretion, round up or down the number of Second Preferred Shres, Fourth Series to be purchsed or sold by ny Existing Holder or Potentil Holder on such Auction Dte so tht the number of shres purchsed or sold by ech Existing Holder or Potentil Holder shll be whole Second Preferred Shres, Fourth Series. (d) If, s result of the procedures described in section V.5.() hereof, ny Potentil Holder would be entitled or required to purchse frction of Second Preferred Shre, Fourth Series on ny Auction Dte, the Auction Mnger shll, in such mnner s it shll determine in its sole discretion, llocte shres for purchse mong Potentil Holders so tht only whole Second Preferred Shres, Fourth Series re purchsed on such Auction Dte by ny Potentil Holder, even if such lloction results in one or more of such Potentil Holders not purchsing Second Preferred Shres, Fourth Series on such Auction Dte. (e) Bsed on the results of ech Auction, the Auction Mnger shll determine to which Potentil Holder or Potenltil Holders purchsing Second Preferred Shres, Fourth Series n Existing Holder or

167 52 Existing Holders shll sell Second Preferred Shres, Fourth Series being sold by such Existing Holder or Existing Holders. Such purchses nd sles of Second Preferred Shres, Fourth Series shll be completed in ccordnce with the procedures specified in the Purchser's Letter on the Settlement Dte by pyment by ech Potentil Holder purchsing Second Preferred Shres, Fourth Series of the ggregte purchse price of the Second Preferred Shres, Fourth Series to be purchsed from relevnt Existing Holder equl to $500,000 per Second Preferred Shre, Fourth Series ginst delivery by such Existing Holder selling Second Preferred Shres, Fourth Series to such Potentil Holder of certificte or certifictes representing the number of Second Preferred Shres, Fourth Series being sold, duly endorsed for trnsfer. 6. Miscellneous Notwithstnding the provisions of Prt V hereof, the Auction Mnger shll not follow the Auction Procedures on the Auction Dte immeditely preceding: (i) the Redemption Dte in the event tht written notice of redemption of ll the outstnding Second Preferred Shres, Fourth Series hs been given pursunt to the provisions of section 1.6. hereof or (ii) the first dy of Corportion Determined Term or Deler Determined Term. In the event tht there is ny inconsistency, mbiguity or uncertinty in the interprettion or ppliction of the procedures set forth in this Prt, the directors of the Corportion (or ny person or persons designted by the directors) my, in such mnner s they shll determine in their sole discretion, interpret such procedures in order to del with ny such inconsistency, mbiguity or uncertinty nd ny such determintion evidenced by certificte of the Secretry of the Corportion (which shll be provided to holders of Second Preferred Shres, Fourth Series) shll be conclusive.

168 53 7. Corportion s Auction Mnger If the Corportion cts s the Auction Mnger for ny Auction, the Corportion shll not submit ny Bid t such Auction.

169 Denomintion * Consumer nd ^B Corporte Affirs Cnd Consommtion et Corportions Cnd 'V Certificte of Amendment Cnd Business Corportions Act \\ \ Certifict de modifiction \ 'V Lot, regissnt les societes //pr ctions de regime federl LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of Corportion de l society Number Numero I hereby certify tht the Articles of the bovementioned Corportion were mended () under Section 13 of the Cnd Business Corportions Act in ccordnce with the ttched notice; (b) under Section 27 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment designting series of shres; (c) under Section 177 of the Cnd Business Corportions Act s set out in the ttched Articles of Amendment; (d) under Section 191 of the Cnd Business Corportions Act s set out in the ttched Articles of Reorgniztion; (e) under Section 192 of the Cnd Business Corportions Act s set out in the ttched Articles of Arrngement. D lsj f n Je certifie pr les presentes que les sttuts de l societe mentionnee cihut ont ete modifies () en vertu de 1'rticle 13 de l Loi regissnt les societes pr ctions de regime federl conformement 1'vis cijoint; (b) en vertu de 1'rticle 27 de l Loi regissnt les societes pr ctions de regime federl tel qu'indique dns les cluses modifictrices cijointes designnt une serie d'ctions; (c) en vertu de 1'rticle 177 de l Loi regissnt les societes pr ctions de regime federl tel qu'indigue dns les cluses modifictrices cijointes; (d) en vertu de 1'rticle 191 de l Loi regissnt les societes pr ctions de regime federl tel qu'indique dns les cluses de reorgnistion cijointes; (e) en vertu de 1'rticle 192 de l Loi regissnt les societes pr ctions de regime federl tel qu'indique dns les cluses d'rrngement cijointes. Le directeur December 14, 1989/le 14 decembre 1989 Dte of Amendment Dte de l modifiction Cnd

170 Nme The Denomintion Oeposee Corportion N 'onsumer n Corporte Affirs Cnd Consomml;on el Corportions Cnd Cnd Business orportions Act Loi sur 'es socieies commerciies cndiennes (SECTION 27 OR 171) (ARTICLE 27 OU 171) " 1 of Corportion de l societe 2 No e l societe LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE rticles of the bovennrod corportion re mended s follows: Les sttuts de l societe cihut mentionnee sont modifies de l fcon suivnte: The nnexed Schedule 1 is incorported in this form. Dte Dec. '4 Description of Office FOR DEPARTMENTAL USE ONLY Filed Description du poste Secretry J^ j j ^ A LUSAGE DU MINISTERE SEULEMENT CCA1387 I4/85I

171 LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE SCHEDULE I ARTICLES OF AMENDMENT SECOND PREFERRED SHARES, FIFTH SERIES The fifth series of the clss of Second Preferred Shres consists of 110 shres without nominl or pr vlue designted Cumultive Redeemble Perpetul Second Preferred Shres, Fifth Series (the "Second Preferred Shres, Fifth Series") which shll be issued for considertion of $500,000 ech nd which, in ddition to the rights, privileges, restrictions nd conditions ttched to the Second Preferred Shres s clss (the "Second Preferred Shre Clss Provisions"), crry nd re subject to the following rights, privileges, restrictions nd conditions: PART I All terms used in Prt I of these provisions respecting the Second Preferred Shres, Fifth Series which re defined in Prt II hereof hve the mening scribed to them in Prt II hereof. 1. Priority The Second Preferred Shres, Fifth Series shll rnk junior to the First Preferred Shres of the Corportion with respect to priority in the pyment of dividends nd in the distribution of ssets in the event of the liquidtion, dissolution or windingup of the Corportion, whether voluntry or involuntry, or ny other distribution of the ssets of the Corportion mong its shreholders for the purpose of windingup its ffirs (hereinfter clled "liquidtion distributions"), nd shll be subject to ny preferences nd other rights, privileges, restrictions nd conditions which re ttched to the First Preferred Shres s clss nd to ny other clss of shres of the Corportion tht rnks senior to the Second Preferred Shres with respect to priority in the pyment of dividends nd/or on liquidtion distributions, nd to ech series of the First Preferred Shres nd of ny such other seniorrnking clss of shres; the Second

172 2 Preferred Shres, Fifth Series shll rnk on prity with ny other series of the Second Preferred Shres with respect to the pyment of dividends nd on liquidtion distributions; nd the Second Preferred Shres, Fifth Series shll rnk senior to ech series of Junior Preferred Shres of the Corportion, the Common Shres of the Corportion nd ny other shres of the Corportion rnking junior to the Second Preferred Shres, Fifth Series with respect to priority in the pyment of dividends nd on liquidtion distributions. 2. Pyment of Dividends () For the Initil Term, the holders of Second Preferred Shres, Fifth Series shll be entitled to receive nd the Corportion shll py thereon, s nd when declred by the directors of the Corportion, out of the moneys of the Corportion properly pplicble to the pyment of dividends, fixed cumultive preferentil csh dividends, in n mount determined in ccordnce with section I.3() hereof, pyble (subject to section I.2(e) hereof) on the Dividend Pyment Dtes in ech yer, the first of which dividends shll be pid on Mrch 1, 1990 nd the lst of which dividends shll be pid on Mrch 1, (b) After the expiry of the Initil Term, for ech Dividend Period flling within Corportion Determined Term, the holders of Second Preferred Shres, Fifth Series shll be entitled to receive nd the Corportion shll py thereon, s nd when declred by the directors of the Corportion, out of the moneys of the Corportion properly pplicble to the pyment of dividends, qurterly cumultive preferentil csh dividends, in n mount determined in ccordnce with section I.3(b) hereof, pyble, with respect to ech such Dividend Period, on the Dividend Pyment Dte immeditely following the end of such Dividend Period. (c) After the expiry of the Initil Term, for ech Dividend Period flling within Deler Determined Term, the holders of Second Preferred Shres, Fifth Series shll be entitled to receive nd the

173 Corportion shll py thereon, s nd when declred by the directors of the Corportion, out of the moneys of the Corportion properly pplicble to the pyment of dividends, qurterly cumultive preferentil csh dividends in n mount determined in ccordnce with section I.3(c) hereof, pyble, with respect to ech such Dividend Period, on the Dividend Pyment Dte immeditely following the end of such Dividend Period. (d) After the expiry of the Initil Term, for ech Auction Dividend Period flling within n Auction Term, the holders of the Second Preferred Shres, Fifth Series shll be entitled to receive nd the Corportion shll py thereon, s nd when declred by the directors of the Corportion out of the moneys of the Corportion properly pplicble to the pyment of dividends, qurterly cumultive preferentil csh dividends in n mount determined in ccordnce with section I.3(d) hereof, pyble, with respect to ech such Auction Dividend Period, on the Auction Dividend Pyment Dte immeditely following the end of such Auction Dividend Period. (e) The initil dividend on the Second Preferred Shres, Fifth Series shll ccrue from nd include the dte of issue thereof, shll be pyble on Mrch 1, 1990 nd shll be in n mount determined in ccordnce with section I.3() hereof. (f) The record dte for the pyment of dividends shll be () in respect of ny Dividend Pyment Dte during the Initil Term except Mrch 1, 1995 the dte determined by the directors of the Corportion nd (b) in respect of ny Dividend Pyment Dte including nd subsequent to Mrch 1, 1995 the second Business Dy immeditely preceding the pplicble Dividend Pyment Dte nd, (c) in respect of ny Auction Dividend Pyment Dte, the Auction Dte. The Corportion shll py dividends on Second Preferred Shres, Fifth Series (less ny tx required to be deducted nd withheld by the Corportion) by cheques drwn on Cndin chrtered bnk nd pyble t pr t ny brnch of such bnk in Cnd unless ny

174 4 such holder requests, by notice in writing received by the Corportion no less thn 7 Business Dys prior to Dividend Pyment Dte or Auction Dividend Pyment Dte s the cse my be, to receive pyment of ll such dividends by wire trnsfer, nd provides in such notice n ccount number t specified brnch in Cnd of Cndin chrtered bnk to which the Corportion my cuse such dividends to be wire trnsferred. In such cse, the Corportion shll instruct its bnkers, or cuse instructions to be given to Cndin chrtered bnk, to wire trnsfer the mount of ll such dividends to the ccount designted by ech holder of Second Preferred Shres, Fifth Series. Any such notifiction by registered holder shll remin in effect until such registered holder ceses to be registered holder or until cncelled or superseded by subsequent notice in writing received by the Corportion no less thn seven Business Dys prior to Dividend Pyment Dte or Auction Dividend Pyment Dte, s the cse my be. The delivery or miling of such cheques by the Corportion, or the receipt by the Corportion of confirmtion from Cndin chrtered bnk tht such bnk hs crried out instructions with respect to the wire trnsfer of the mount of ny dividends, shll be full nd complete dischrge of the Corportion's obligtion to py such dividends (plus ny tx required to be nd in fct deducted nd withheld therefrom nd remitted to the proper txing uthority) unless, in the cse of pyment by cheque, the cheque is not honoured when presented for pyment. 3. Amount of Dividends () The dividend to be pid on ech Second Preferred Shre, Fifth Series during the Initil Term shll be in the mount of $38,750 per nnum (being 7.75% per nnum of $500,000) pyble in equl qurterly instlments on ech Dividend Pyment Dte except the first dividend which shll be pyble on Mrch 1, 1990 nd shll be in the mount of $38,750 multiplied by frction of which the numertor is the number of dys from nd including the dte of

175 5 the issue of the Second Preferred Shres, Fifth Series to but excluding Mrch 1, 1990 nd the denomintor is 365. (b) Subject to section I.3(e) hereof, fter the expiry of the Initil Term, for ech Dividend Period included within Corportion Determined Term, the dividend to be pid on ech Second Preferred Shre, Fifth Series on the Dividend Pyment Dte immeditely following the end of such Dividend Period shll be the mount obtined by multiplying $500,000 by the Corportion Determined Qurterly Dividend Rte for such Dividend Period. (c) Subject to section I.3(e) hereof, fter the expiry of the Initil Term, for ech Dividend Period included within Deler Determined Term, the dividend to be pid on ech Second Preferred Shre, Fifth Series on the Dividend Pyment Dte immeditely following the end of such Dividend Period shll be the mount obtined by multiplying $500,000 by the Deler Determined Qurterly Dividend Rte for such Dividend Period. (d) After the expiry of the Initil Term, for ech Auction Dividend Period included within n Auction Term, the dividend to be pid on ech Second Preferred Shre, Fifth Series on the Auction Dividend Pyment Dte immeditely following the end of such Auction Dividend Period shll be determined s follows: (i) on the Auction Dividend Pyment Dte immeditely following the end of the first Auction Dividend Period during ny Auction Term, the dividend to be pid on ech Second Preferred Shre, Fifth Series shll be the mount which is the product of (1) $500,000 (2) 75% of. Bnkers' Acceptnce Rte determined on the first Business Dy of such Auction Dividend Period nd (3) the number of dys in the first Auction Dividend Period, divided by 365; nd

176 6 (ii) on the Auction Dividend Pyment Dtes immeditely following the end of the second nd subsequent Auction Dividend Periods during ny Auction Term, the dividend to be pid on ech Second Preferred Shre, Fifth Series shll be the mount which is the product of (1) $500,000 (2) the Current Dividend Rte (or such other rte per nnum s my pply in ccordnce with Prt V hereof) for ech such Auction Dividend Period determined on the Auction Dte immeditely prior to the beginning of such Auction Dividend Period nd (3) the number of dys in such Auction Dividend Period, divided by 365. (e) After the expiry of the Initil Term, for the first Dividend Period included within Corportion Determined Term or Deler Determined Term, in either cse immeditely following n Auction Term, the dividend to be pid on ech Second Preferred Shre, Fifth Series on the Dividend Pyment Dte immeditely following the end of such Dividend Period shll be the product of (1) $500,000, (2) four times the Corportion Determined Qurterly Dividend Rte or the Deler Determined Qurterly Dividend Rte, s the cse my be, for such Dividend Period nd (3) the number of dys in such Dividend Period, divided by 365. (f) If, for ny reson, the dividend rte pplicble hereunder is, in respect of ny prticulr dy, not determined or not determinble in ccordnce with the provisions hereof, the rte pplicble in respect of such dy shll be the Bnkers' Acceptnce Rte on such dy plus 0.40%. 4. Cumultive Pyment of Dividends If on ny Dividend Pyment Dte or Auction Dividend Pyment Dte the dividends ccrued to such dte re not pid in full on ll Second Preferred Shres, Fifth Series then outstnding, such dividends, or the unpid prt thereof, shll be pid on subsequent dte or dtes determined by the directors of the

177 7 Corportion on which the Corportion shll hve sufficient moneys properly pplicble to the pyment of such dividends. The holders of Second Preferred Shres, Fifth Series shll not be entitled to ny dividends other thn or in excess of the cumultive preferentil csh dividends herein provided for. 5. Redemption The Corportion my not redeem the Second Preferred Shres, Fifth Series or ny of them prior to Februry 29, Subject to section 1.8 nd subject to the rights, privileges, restrictions nd conditions ttching to ny shres of the Corportion rnking in priority to the Second Preferred Shres, Fifth Series, the Corportion my, upon giving notice s hereinfter specified, redeem on Februry 29, 1992 nd/or on the dy which is the Business Dy immeditely preceding ny Dividend Pyment Dte therefter, up to nd including Februry 28, 1995, nd/or on ny dy which is the Business Dy immeditely preceding the Dividend Pyment Dte next following the Initil Term, Corportion Determined Term or Deler Determined Term, or on ny Settlement Dte (the "Redemption Dte") the whole or from time to time ny prt of the then outstnding Second Preferred Shres, Fifth Series, on pyment for ech shre to be redeemed of price of $500,000 together, in ech cse, with ll ccrued nd unpid dividends thereon up to nd including the Redemption Dte (the whole constituting nd being herein referred to s the "Redemption Price"). In cse prt only of the Second Preferred Shres, Fifth Series is t ny time to be redeemed, the shres so to be redeemed shll be redeemed s nerly s my be pro rt from ech of the holders of Second Preferred Shres, Fifth Series. If prt only of the Second Preferred Shres, Fifth Series represented by ny certificte shll be redeemed, new certificte representing the blnce of such shres shll be issued to the holder thereof t the expense of the Corportion upon presenttion nd surrender of the first mentioned certificte. 6. Method of Redemption In ny cse of redemption of Second Preferred Shres, Fifth Series, the Corportion shll, not less thn 30 dys nd not more thn 60 dys before the

178 8 Redemption Dte, send by prepid mil or deliver to the registered ddress of ech person who t the dte of miling or delivery is registered holder of Second Preferred Shres, Fifth Series to be redeemed notice in writing of the intention of the Corportion to redeem such Second Preferred Shres, Fifth Series. Notwithstnding the foregoing, if the Corportion gives notice of its intention to redeem Second Preferred Shres, Fifth Series during n Auction Term, such notice shll be given not less thn 12 dys prior to the Redemption Dte, which dte, in such event, must be Settlement Dte. Any such notice shll be vlidly nd effectively given on the dte it is delivered to the holder of Second Preferred Shres, Fifth Series for whom it is intended or is sent by prepid first clss mil ddressed to such holder t his ddress s it ppers on the books of the Corportion, or in the event of the ddress of such holder not so ppering, then to the ddress of such holder lst known to the Corportion, provided, however tht the ccidentl filure or omission to give such notice to one or more holders shll not ffect the vlidity of such redemption, but upon such filure or omission being discovered notice shll be given forthwith to such holder or holders nd shll hve the sme force nd effect s if given in due time. Such notice shll set out the number of Second Preferred Shres, Fifth Series held by the person to whom it is ddressed which re to be redeemed, the Redemption Price, the Redemption Dte nd the plce or plces within Cnd t which holders of Second Preferred Shres, Fifth Series my present nd surrender such shres for redemption. On nd fter the Redemption Dte, the Corportion shll py or cuse to be pid to or to the order of the registered holders of the Second Preferred Shres, Fifth Series clled for redemption the Redemption Price (less ny tx required to be deducted nd withheld by the Corportion) of such shres on presenttion nd surrender, t the registered office of the Corportion or ny other plce or plces within Cnd specified in such notice of redemption, of the certificte or certifictes representing the Second Preferred Shres, Fifth Series clled for redemption. Pyment in respect of Second Preferred Shres, Fifth Series being redeemed shll be mde by cheque pyble to the holders thereof in lwful money of Cnd t pr t ny brnch in Cnd of the Corportion's bnkers for the time being.the delivery of such cheques to the registered holders of the Second Preferred Shres, Fifth Series being redeemed shll be full nd complete dischrge of the Corportion's obligtion to py the Redemption Price owed to the holders of the Second Preferred Shres, Fifth

179 9 Series so clled for redemption to the extent of the mount represented by such cheques (plus ny tx required to be nd in fct deducted nd withheld therefrom nd remitted to the proper tx uthority) unless such cheques re not honoured when presented for pyment. From nd fter the Redemption Dte, the Second Preferred Shres, Fifth Series clled for redemption shll cese to be entitled to dividends or ny other prticiption in the ssets of the Corportion nd the holders thereof shll not be entitled to exercise ny of their other rights s shreholders in respect thereof, other thn the right to receive the Redemption Price, unless pyment of the Redemption Price shll not be mde upon presenttion nd surrender of the certifictes in ccordnce with the foregoing provisions, in which cse the rights of the holders shll remin unffected. The Corportion shll hve the right t ny time fter the miling or delivery of notice of its intention to redeem Second Preferred Shres, Fifth Series to deposit n mount equl to the ggregte Redemption Price of the Second Preferred Shres, Fifth Series so clled for redemption, or of such of the Second Preferred Shres, Fifth Series which re represented by certifictes which hve not t the dte of such deposit been surrendered by the holders thereof in connection with such redemption, to specil ccount in ny chrtered bnk or ny trust compny in Cnd nmed in such notice or in subsequent notice to the holders of the Second Preferred Shres, Fifth Series in respect of which the deposit is mde, to be pid without interest to or to the order of the respective holders of Second Preferred Shres, Fifth Series clled for redemption upon presenttion nd surrender to such bnk or trust compny of the certifictes representing such shres. Upon such deposit being mde or upon the Redemption Dte, whichever is the lter, the Second Preferred Shres, Fifth Series in respect of which such deposit shll hve been mde shll be deemed to be redeemed nd the rights of the holders thereof shll be limited to receiving, without interest, their proportionte prt of the mount so deposited (less ny tx required to be nd in fct deducted or withheld therefrom) upon presenttion nd surrender of the certificte or certifictes representing their Second Preferred Shres, Fifth Series being redeemed. Any interest llowed on ny such deposit shll belong to the Corportion. Redemption moneys tht re represented by cheque which ws miled to registered holder in ccordnce with this section 1.6 nd which hs not been presented to the Corportion's bnkers for pyment or tht otherwise remin unclimed (including moneys held on deposit to specil ccount s

180 10 provided for bove) for forfeited to the Corportion. period of six yers from the Redemption Dte shll be 7. Purchse for Cncelltion Subject to the provisions of section 1.8 hereof nd to the rights, privileges, restrictions nd conditions ttching to ny shres of the Corportion rnking in priority to the Second Preferred Shres, Fifth Series, the Corportion my t ny time or from time to time purchse for cncelltion ll or ny prt of the outstnding Second Preferred Shres, Fifth Series t ny price by tender to ll of the holders of record of the Second Preferred Shres, Fifth Series then outstnding or through the fcilities of ny stock exchnge on which the Second Preferred Shres, Fifth Series re listed, or in ny other mnner provided tht in the cse of purchse in ny other mnner, such Second Preferred Shres, Fifth Series shll be purchsed for cncelltion t the lowest price or prices t which, in the opinion of the directors of the Corportion, such shres re then obtinble, but not exceeding $500,000 per shre together with n mount equl to ll ccrued nd unpid dividends thereon up to but excluding the dte of purchse, plus resonble costs of purchse. If, in response to n invittion for tenders under the provisions of this section 1.7, more Second Preferred Shres, Fifth Series re tendered t price or prices cceptble to the Corportion thn the Corportion is prepred to purchse, then the Second Preferred Shres, Fifth Series to be purchsed by the Corportion shll be purchsed s nerly s my be pro rt ccording to the number of shres tendered by ech holder who submits tender to the Corportion, provided tht when shres re tendered t different prices, the pro rting shll be effected only with respect to the shres tendered t the price t which more shres were tendered thn the Corportion is prepred to purchse fter the Corportion hs purchsed ll the shres tendered t lower prices. If prt only of the Second Preferred Shres, Fifth Series represented by certificte shll be purchsed, new certificte for the blnce of such shres shll be issued t the expense of the Corportion.

181 11 8. Restriction on Dividends nd Retirement or Issue of Shres As long s ny Second Preferred Shres, Fifth Series re outstnding, the Corportion will not, without prior pprovl of the holders of such outstnding Second Preferred Shres, Fifth Series given in the mnner hereinfter specified: () declre, py or set prt for pyment ny dividends on shres of the Corportion rnking junior to the Second Preferred Shres, Fifth Series (other thn stock dividends pyble in shres of the Corportion rnking junior to the Second Preferred Shres, Fifth Series); or (b) except out of the net csh proceeds of substntilly concurrent issue of shres rnking junior to the Second Preferred Shres, Fifth Series, redeem or cll for redemption, purchse or otherwise retire for vlue or mke ny return of cpitl in respect of shres of the Corportion rnking junior to the Second Preferred Shres, Fifth Series; or (c) redeem or cll for redemption or purchse or otherwise retire for vlue or mke ny return of cpitl in respect of less thn ll of the Second Preferred Shres, Fifth Series; or (d) except pursunt to ny purchse obligtion, sinking fund, retrction privilege or mndtory redemption provisions ttching thereto, redeem or cll for redemption or purchse or otherwise retire for vlue or mke ny return of cpitl in respect of ny shres of the Corportion rnking on prity with the Second Preferred Shres, Fifth Series; or (e) issue ny dditionl Second Preferred Shres or ny shres rnking on prity with the Second Preferred Shres; unless in ny such cse, ll ccrued nd unpid dividends up to nd including the dividend pyment for the lst completed period for which such dividends shll be

182 12 pyble, shll hve been declred nd pid or set prt for pyment on the Second Preferred Shres, Fifth Series nd ny ccrued nd unpid cumultive dividends which hve become pyble nd ny declred nd unpid noncumultive dividends shll hve been pid or set prt for pyment on ll other shres rnking in priority to or on prity with the Second Preferred Shres, Fifth Series. As long s ny Second Preferred Shres, Fifth Series re outstnding, the Corportion shll not, without the prior pprovl of the holders of such outstnding Second Preferred Shres, Fifth Series given in the mnner hereinfter specified, issue ny shres rnking prior to the Second Preferred Shres, Fifth Series. 9. Liquidtion, Dissolution or WindingUp In the event of the liquidtion, dissolution or windingup of the Corportion, whether voluntry or involuntry, or in the event of ny other distribution of ssets of the Corportion mong its shreholders for the purpose of windingup its ffirs, the holders of Second Preferred Shres, Fifth Series shll be entitled to receive from the ssets of the Corportion in lwful money of Cnd sum equl to $500,000 per Second Preferred Shre, Fifth Series held by them plus n mount equl to ll ccrued nd unpid cumultive preferentil dividends thereon, whether or not declred, clculted to but excluding the dte of pyment, the whole being pid before ny mount shll be pid by the Corportion or ny ssets of the Corportion shll be distributed to the holders of the Junior Preferred Shres, the Common Shres or to the holders of ny other clss of shres of the Corportion rnking junior to the Second Preferred Shres, Fifth Series. Upon pyment to the holders of record of the Second Preferred Shres, Fifth Series on the dte of distribution of the mount so pyble to them, they shll not be entitled to shre in ny further.distribution of the property or ssets of the Corportion.

183 Amendment The rights, privileges, restrictions nd conditions ttched to the Second Preferred Shres, Fifth Series my be dded to, chnged or removed by Articles of Amendment but only with the prior pprovl of the holders of the Second Preferred Shres, Fifth Series given in such mnner s provided in section 1.11 hereof in ddition to ny vote, uthoriztion, confirmtion or pprovl s my then be required by lw, subject to minimum requirement tht such pprovl be given by resolution signed by ll the holders of outstnding Second Preferred Shres, Fifth Series or pssed by the ffirmtive vote of t lest 66 2/3% of the votes cst by the holders of the Second Preferred Shres, Fifth Series who voted in respect of tht resolution t meeting of the holders of the Second Preferred Shres, Fifth Series duly clled for tht purpose nd t which mjority of the Second Preferred Shres, Fifth Series re represented or, if no quorum is present t such meeting, t ny djourned meeting of the holders of the Second Preferred Shres, Fifth Series t which holders of Second Preferred Shres, Fifth Series represented theret shll constitute the quorum nd my trnsct the business for which the meeting ws originlly clled notwithstnding tht they my not represent mjority of the outstnding Second Preferred Shres, Fifth Series. 11. Approvl of Holders of Second Preferred Shres, Fifth Series Any pprovl of the holders of the Second Preferred Shres, Fifth Series with respect to ny mtters requiring the consent of the holders of the Second Preferred Shres, Fifth Series other thn n mendment of the rights, privileges, restrictions nd conditions ttched to the Second Preferred Shres, Fifth Series, my be given nd shll be deemed to hve been sufficiently given if given by the holders of the Second Preferred Shres, Fifth Series in the mnner provided in the Second Preferred Shre Clss Provisions, which provisions shll pply muttis mutndis, s though the term "Second Preferred Shres, Fifth Series" were used therein in plce of the term "Second Preferred Shres".

184 Redesigntion Notwithstnding sections 1.10 or 1.11, the Corportion my t ny time redesignte the Second Preferred Shres s First Preferred Shres, nd the Second Preferred Shres, Fifth Series s First Preferred Shres, Fifth Series without the holders of the Second Preferred Shres, Fifth Series being entitled to vote thereon s single series or to vote in clss vote of the holders of the Second Preferred Shres, the holders of the Second Preferred Shres, Fifth Series hereby being deemed to hve consented to such redesigntion being mde, provided tht no such redesigntion shll prejudice the rnking of the Second Preferred Shres, Fifth Series reltive to ny other shres of the Corportion outstnding t the time of such redesigntion. 13. Tx Election The Corportion shll elect, in the mnner nd within the time provided under section of the Income Tx Act (Cnd) or ny successor or replcement provision of similr effect, to py tx t rte such tht, nd shll tke ll other necessry ction under such Act such tht, no holder of Second Preferred Shres, Fifth Series shll be required to py tx on dividends received on the Second Preferred Shres, Fifth Series under section of Prt IV. 1 of such Act or ny successor or replcement provision of similr effect. PART II 1. Interprettion nd Appliction () For the purposes hereof, including Prt I, Prt III, Prt IV nd Prt V hereof, the following expressions hve the following menings: (i) "Auction" shll men the periodic opertion of the Auction Procedures;

185 15 (ii) "Auction Dte" shll men the third Tuesdy of the third clendr month of the first Auction Dividend Period included within n Auction Term nd of ech subsequent Auction Dividend Period included within n Auction Term (excluding, with respect to ech such subsequent Auction Dividend Period, the clendr month in which the first dy of such period flls) or, if such Tuesdy is not Business Dy the next preceding Business Dy; (iii) "Auction Dividend Pyment Dte" shll men the first Business Dy following the Settlement Dte; (iv) "Auction Dividend Period" shll men, with respect to the first Auction Dividend Period of ny Auction Term, the period from nd including the immeditely preceding Dividend Pyment Dte to but excluding the first Settlement Dte nd, with respect to ny subsequent Auction Dividend Period of such Auction Term, shll men the period from nd including ech Settlement Dte to but excluding the next succeeding Settlement Dte; for greter certinty, the first Auction Dividend Period of n Auction Term shll commence on the dy immeditely following the lst dy of the Initil Term nd on the dy immeditely following the lst dy of ech Corportion Determined Term nd ech Deler Determined Term unless the provisions of Prt III or Prt IV hereof shll hve been implemented prior to such dy so s to result in Corportion Determined Term or Deler Determined Term commencing on such dy; (v) "Auction Procedures" shll men the procedures set forth in Prt V hereof for determining the pplicble dividend rte for the Second Preferred Shres, Fifth Series from time to time during n Auction Term;

186 16 (vi) "Auction Term" shll men ny term of not less thn two consecutive Auction Dividend Periods with respect to which the Auction Procedures pply commencing on the first dy of the first of such Auction Dividend Periods nd terminting on the lst dy of ny subsequent Auction Dividend Period which immeditely precedes the beginning of Corportion Determined Term or Deler Determined Term, s the cse my be; (vii) "Averge Dlly Prime Rte" shll men, for ny dy, the rithmetic verge, rounded to the nerest onehundredth of one percent (0.01%), of the Dily Prime Rtes of the Bnks on such dy; provided tht, if on such dy there shll be no Dily Prime Rte for one or more of the Bnks, the Averge Dily Prime Rte for such dy shll be the verge of the Dily Prime Rtes of the other Bnk or Bnks, s the cse my be, nd further provided tht if on such dy there shll be no Dily Prime Rte for ny of the Bnks, the Averge Dily Prime Rte for such dy shll be 1.5% bove the verge yield per nnum on 91dy Government of Cnd Tresury bills s reported by the Bnk of Cnd for the most recent weekly tender preceding such dy; (viii) "Averge Prime Rte" shll men, for ny period consisting of one or more dys, the rithmetic verge (rounded to the nerest onehundredth of one percent (0.01%)) of the Averge Dily Prime Rte for ech dy during such period; (ix) "Bnkers' Acceptnce Rte", for ny dy, shll men the verge bid rte for threemonth Cndin dollr bnkers' cceptnces which ppers on the Reuters Screen s of 10:00.m., Toronto time, on tht dy. If such rte does not pper on the Reuters Screen, the rte on tht dy shll be determined on the bsis of the verge quoted bid rtes of the Bnks for threemonth Cndin dollr bnkers'

187 17 cceptnces for settlement on tht dy ccepted by the Bnks s of 10:00.m., Toronto time, on tht dy; (x) "Bnks" shll men Cndin Imperil Bnk of Commerce, The Royl Bnk of Cnd, The TorontoDominion Bnk, Bnk of Montrel nd The Bnk of Nov Scoti nd the term "Bnk" shll men one of the Bnks nd, for the purposes of this definition, "Bnks" shll include ny bnk with which one or more of such Bnks my merge nd ny bnk which my become successor to the business of one of such Bnks; (xi) "Business Dy" shll men dy on which The Toronto Stock Exchnge or ny successor stock exchnge is open for business nd during n Auction Term, dy on which both such stock exchnge nd the principl offices of the Auction Mnger in Toronto, Ontrio re open for business; (xii) "Corportion Determined Dividend Rte" shll hve the mening scribed thereto in Prt III hereof; (xiii) "Corportion Determined Term" shll men term selected by the Corportion consisting of one or more consecutive Dividend Periods commencing on Dividend Pyment Dte or Settlement Dte on or fter Mrch 1, 1995 nd terminting on the lst dy of the lst Dividend Period selected by the Corportion, to which the provisions of Prt III hereof shll pply for the purpose of determining the dividend to be pid on ech Dividend Pyment Dte relting to such term, provided tht such term nd the dividend rte pplicble thereto hve been pproved by the holders of Second Preferred Shres, Fifth Series in ccordnce with section III.3. hereof;

188 18 (xiv) "Current Dividend Rte" shll be the rte per nnum which hs been determined in ccordnce with section V.4.(b) hereof for the next succeeding Auction Dividend Period; (xv) "Dily Prime Rte" shll men, for ny Bnk, on ny dy, the nnul prime commercil lending rte of interest estblished nd nnounced s the reference rte of interest used by such Bnk on such dy to determine the rtes of interest such Bnk will chrge on Cndin dollr lons to customers in Cnd nd designted by such Bnk s its prime rte; (xvi) "Deler Determined Dividend Rte" shll hve the mening scribed to tht term in Prt IV hereof; (xvii) "Deler Determined Term" shll men term selected by Deler consisting of one or more consecutive Dividend Periods commencing on Dividend Pyment Dte or Settlement Dte on or fter Mrch 1, 1995 nd terminting on the lst dy of the lst Dividend Period selected by such Deler, to which the provisions of Prt IV hereof shll pply for the purpose of determining the dividend to be pid on ech Dividend Pyment Dte relting to such term; (xviii) "Dividend Pyment Dtes" shll men the first dy of ech of the months of Mrch, June, September nd December in ech yer commencing Mrch 1, 1990; (xix) "Dividend Period" shll men the period from nd including the dte of issue of the Second Preferred. Shres, Fifth Series to but excluding the first Dividend Pyment Dte nd, therefter, the period from nd including ech Dividend Pyment Dte to but excluding the next succeeding Dividend Pyment Dte except for the first Dividend Period following n Auction Term in which cse "Dividend Period" shll men

189 19 the period from nd including the most recent Settlement Dte of the Auction Term to but excluding the next succeeding Dividend Pyment Dte which flls t lest three clendr months fter the sid Settlement Dte; (xx) "hereof" nd similr expressions men or refer to the provisions relting to the Second Preferred Shres, Fifth Series; (xxi) "Initil Term" shll men the period from nd including the dte of issue of the Second Preferred Shres, Fifth Series to but excluding Mrch 1, 1995; (xxii) "Reuters Screen" shll menn the disply designted s pge "CDOR" on the Reuter Monitor Money Rtes Service (or such other pge s my replce the CDOR pge on tht service) for the purpose of displying Cndin dollr bnkers' cceptnce rtes nd Government of Cnd Tresury bill rtes; (xxiii) "rnking in priority to" or "rnking on prity with" or "rnking junior to" or similr terms, whether used independently or in combintion, shll men nd refer to the rnking of shres of different clsses or series in respect of the pyment of dividends nd the distribution of ssets in the event of the liquidtion, dissolution or windingup of the Corportion, voluntry or involuntry, or in the event of ny other return of cpitl or distribution of ssets of the Corportion mong its shreholders for the purpose of windingup its ffirs; nd (xxiv) "Settlement Dte" shll men the first Business Dy following n Auction Dte.

190 20 (b) Except s otherwise herein provided, in the event tht ny dte on which ny dividend on the Second Preferred Shres, Fifth Series is pyble or on or by which ny other ction is required to be tken by the Corportion hereunder, is not Business Dy, then such dividend shll be pyble, or such other ction shll be required to be tken, on or by the next succeeding dy tht is Business Dy. (c) In the event of the nonreceipt of cheque by holder of Second Preferred Shres, Fifth Series entitled to such cheque, or the loss or destruction thereof, the Corportion, upon being furnished with resonble evidence of such nonreceipt, loss or destruction, nd n indemnity resonbly stisfctory to the Corportion, shll issue to such holder replcement cheque for the mount of such cheque. (d) The provisions of Prt III hereof with respect to the fixing of Corportion Determined Dividend Rte for Corportion Determined Term my be initited by the Corportion no erlier thn 60 dys nd no lter thn 45 dys prior to the end of the Initil Term nd, therefter, my be used by the Corportion from time to time during ny Corportion Determined Term, Deler Determined Term or Auction Dividend Period (other thn during the first Auction Dividend Period within n Auction Term), s the cse my be, provided tht, in such circumstnces, such provisions re initited no erlier thn 60 dys nd no lter thn 45 dys prior to the end of such Corportion Determined Term or Deler Determined Term or re initited no erlier thn 25 dys nd no lter thn 20 dys prior to the end of such Auction Dividend Period, s the cse my be. (e) The provisions of Prt IV hereof with respect to the solicittion of Deler Offers for the purpose of fixing Deler Determined Dividend Rte for Deler Determined Term my be initited by the Corportion no erlier thn 30 dys nd no lter thn 25 dys prior to the end of the Initil Term nd, therefter, my be used by the Corportion from time to time during ny Corportion Determined Term, Deler Determined Term or Auction Dividend Period (other

191 21 thn during the first Auction Dividend Period within n Auction Term), s the cse my be, provided tht in such circumstnces, such provisions re initited no erlier thn 30 dys nd no lter thn 25 dys prior to the end of such Corportion Determined Term or Deler Determined Term or re initited no erlier thn 13 dys nd no lter thn 10 dys prior to the end of such Auction Dividend Period, s the cse my be. (f) The provisions of Prt V hereof shll pply following the end of the Initil Term nd following the end of ny Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be, unless t ny such time Corportion Determined Dividend Rte hs been ccepted in ccordnce with the provisions of Prt III hereof or Deler Determined Dividend Rte hs been ccepted in ccordnce with the provisions of Prt IV hereof nd the provisions of section IV.2.(g) hereof re fully complied with. (g) For the purposes hereof, including Prt I, Prt III, Prt IV nd Prt V hereof, "ccrued nd unpid dividends" mens the ggregte of (i) ll unpid dividends on the Second Preferred Shres, Fifth Series in respect of ny Dividend Pyment Dte for ny completed Dividend Period nd in respect of ny Auction Dividend Pyment Dte for ny completed Auction Dividend Period nd (ii) the mount clculted s though dividends on ech Second Preferred Shre, Fifth Series hd been ccruing on dy to dy bsis in mnner consistent with section 1.3 hereof from nd including the Dividend Pyment Dte or Auction Dividend Pyment Dte in respect of the most recently completed of the Dividend Periods or Auction Dividend Periods, s the cse my be, to but excluding the dte on which the computtion of ccrued dividends is to be mde; provided tht, for the purpose of clculting ccrued nd unpid dividends pyble on (x) the Redemption Dte in the event notice of redemption of the Second Preferred Shres, Fifth Series hs been given pursunt to the provisions of section 1.6., (y) the purchse dte in the cse of ny purchse of Second Preferred Shres, Fifth Series mde under

192 22 section 1.7 or (z) the relevnt dte for the purposes of section 1.9., the Averge Prime Rte, if pplicble to the clcultion of the Corportion Determined Dividend Rte for Corportion Determined Term or to the clcultion of the Deler Determined Dividend Rte for Deler Determined Term, shll be for period of 90 dys ending on dy not more thn 15 dys prior to the Redemption Dte or purchse dte nd set out in the pplicble notice of redemption, invittion for tenders or other purchse for cncelltion, s the cse my be, or ending on the relevnt dte for the purpose of section 1.9., s the cse my be. (h) The index nd the hedings of the vrious sections hereof re for convenience of reference only nd shll not ffect the interprettion of ny of the provisions hereof. 2. Notices () Any notice or other communiction from the Corportion provided for herein, including without limittion ny notice of redemption, shll be in writing nd shll be sufficiently given if delivered or if sent by ordinry unregistered first clss prepid mil, to the holders of Second Preferred Shres, Fifth Series t their respective ddresses ppering on the securities register of the Corportion, or in the event of the ddress of ny such holder not so ppering, then t the lst ddress of such holder known to the Corportion, or if given to such holders by telex or fcsimile communiction. Notwithstnding the foregoing, ny notice given under Prt III, IV nd V hereof shll be given by telex or fcsimile communiction, if possible. Accidentl filure to give ny notice or other communiction to one or more holders of the Second Preferred Shres, Fifth Series shll not ffect the vlidity of the notices or other communictions properly given or ny ction, including the redemption of ll or ny prt of the Second Preferred Shres, Fifth Series, tken pursunt to such properly given notice or other communiction but, upon such filure being discovered, the notice or

193 23 other communiction, s the cse my be, shll be sent forthwith to such holder or holders nd shll hve the sme force nd effect s if given in due time. (b) If the Corportion determines tht mil service is or is thretened to be interrupted t the time when the Corportion is required or elects to give ny notice hereunder by mil, or is required to send ny cheque or ny shre certificte to the holder of ny Second Preferred Shre, Fifth Series whether in connection with the redemption of such shre or otherwise, the Corportion my, notwithstnding the provisions hereof: (i) give such notice by mens of publiction once in ech of two successive weeks in newspper of generl circultion published or distributed in Toronto nd Montrel; nd (ii) fulfill the requirement to send such cheque or such shre certificte by rrnging for delivery thereof to the principl office of the registrr nd trnsfer gent for Second Preferred Shres, Fifth Series in Toronto, nd such cheque nd/or certificte shll be deemed to hve been sent on the dte on which notice of such rrngement shll hve been given s provided in (i) bove, provided tht s soon s the Corportion determines tht mil service is no longer interrupted or thretened to be interrupted such cheque or shre certificte, if not theretofore delivered to such holder, shll be sent by ordinry unregistered first clss mil to the registered ddress of ech person who t the dte of miling is registered holder nd who is entitled to receive such cheque or shre certificte or, in the event of the ddress of ny such holder not so ppering, to the lst ddress of such holder known to the Corportion. (c) Notice given by the Corportion by mil shll be deemed to be given three Business Dys fter the dy upon which it is miled unless on

194 24 the dy of or the dy following such miling n ctul disruption of mil services hs occurred in the province in or to which such notice is miled. Notice given by the Corportion by publiction shll be deemed to be given on the dy on which the first publiction is completed in ny city in which notice is published nd notice given by telex or fcsimile communiction shll be deemed to be given on the dy on which it is sent (or, if such dy is not Business Dy on the next following Business Dy). Notice given to the Corportion pursunt to the provisions hereof shll be deemed to be given on the dte of ctul receipt thereof by the Corportion. PART III CORPORATION DETERMINED RATE PROCEDURES 1. Definitions For the purposes of this Prt III, the following expressions hve the following menings: () "Corportion Determined Percentge" shll men percentge of the Averge Prime Rte or of the Bnkers' Acceptnce Rte to be selected by the Corportion nd set forth in the notice referred to in section III.2. hereof; (b) "Corportion Determined Qurterly Dividend Rte" shll men one qurter of the Corportion Determined Dividend Rte; (c) "Corportion Determined Dividend Rte" shll men the nnul dividend rte specified by the Corportion in its notice pursunt to section III.2. hereof, which nnul dividend rte shll be one of: (i) the Corportion Determined Percentge of the Averge Prime Rte determined qurterly for ech Dividend Pyment Dte immeditely following the Dividend Period for which such determintion is being mde tking into ccount the

195 25 Averge Prime Rte for the period consisting of the three clendr months ending on the lst dy of the clendr month prior to the clendr month during which the Dividend Pyment Dte for which the determintion is being mde flls; or (ii) the Corportion Determined Percentge of the Bnkers' Acceptnce Rte determined on the first Business Dy of the Dividend Period for which such determintion is being mde; or (iii) fixed nnul percentge rte. Terms defined in Prt II, Prt IV or Prt V hereof nd used but not defined in this Prt III shll hve the menings ttributed thereto in Prt II, Prt IV or Prt V, s the cse my be. 2. Determintion of New Dividend Rte No erlier thn 60 dys nd no lter thn 45 dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or no erlier thn 25 dys nd no lter thn 20 dys prior to the end of the then current Auction Dividend Period (nd provided such Auction Dividend Period is not the first Auction Dividend Period within n Auction Term), s the cse my be, the Corportion my notify the holders of Second Preferred Shres, Fifth Series of proposed Corportion Determined Dividend Rte for proposed Corportion Determined Term. Such notifiction to such holders shll lso: (i) specify dte by which ech holder must notify the Corportion in writing of its cceptnce of the proposed Corportion Determined Dividend Rte nd the proposed Corportion Determined Term, if such holder intends to ccept such rte nd term, which dte shll be t lest 35 dys prior to the end of the Initil Term or the then

196 26 current Corportion Determined Term or Deler Determined Term or t lest 15 dys prior to the end of the then current Auction Dividend Period, s the cse my be; nd (ii) specify tht the proposed Corportion Determined Dividend Rte nd the proposed Corportion Determined Term shll become effective for the purposes of determining the dividends to be pid on the Dividend Pyment Dtes for Dividend Periods during such proposed Corportion Determined Term only if ll of the holders of Second Preferred Shres, Fifth Series ccept such rte nd term. 3. Acceptnce of Corportion Determined Dividend Rte If, (i) by the time prescribed in prgrph (i) of section III.2. hereof, ll of the holders of Second Preferred Shres, Fifth Series hve ccepted the proposed Corportion Determined Dividend Rte nd the proposed Corportion Determined Term s evidenced by notice in writing to the Corportion, nd (ii) t lest 30 dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or t lest 12 dys prior to the end of the then current Auction Dividend Period, s the cse my be, the Corportion hs notified ll of such holders tht ech of them hs greed with the Corportion on such rte nd term; such Corportion Determined Dividend Rte nd Corportion Determined Term shll pply for the purposes of determining the dividend to be pid on the Second Preferred Shres, Fifth Series, from time to time, on ech of the Second

197 27 Preferred Shres, Fifth Series on ech Dividend Pyment Dte in respect of Dividend Periods during such Corportion Determined Term. 4. Termintion of Appliction Notwithstnding the cceptnce of Corportion Determined Dividend Rte nd Corportion Determined Term s provided for in this Prt III, the Corportion my notify the holders of Second Preferred Shres, Fifth Series tht the Corportion does not intend to implement ppliction of the Corportion Determined Dividend Rte nd Corportion Determined Term s set forth in the notifiction to holders provided tht such notifiction is given by the Corportion prior to the end of the Initil Term or the then current Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be. In such circumstnces, the provisions of Prt IV hereof my be pplied in ccordnce with such Prt, filing which the provisions of Prt V hereof shll be pplied in ccordnce with such Prt. Any such notifiction shll not limit or restrict the right of the Corportion, prior to the expiry of ny subsequent Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be, to implement the provisions of this Prt III by forwrding notifiction to the holders of Second Preferred Shres, Fifth Series. 5. Miscellneous In the event tht there is ny inconsistency, mbiguity or uncertinty in the interprettion or ppliction of the procedures set forth in this Prt, the directors of the Corportion (or ny person or persons designted by the directors) my, in such mnner s they shll determine in their sole discretion, interpret such procedures in order to del with such inconsistency, mbiguity or uncertinty nd ny such determintion evidenced by certificte of the Secretry of the Corportion (which shll be provided to holders of Second Preferred Shres, Fifth Series upon request) shll be conclusive.

198 28 PART IV DEALER BIDS PROCEDURES 1. Definitions For the purposes of this Prt IV, the following expressions hve the following menings: () "Deler" shll men ny registered investment deler or other person permitted by lw to perform the functions required of Deler in this Prt IV; (b) "Deler Determined Percentge" shll men percentge of the Averge Prime Rte or the Bnkers' Acceptnce Rte to be selected by ech Deler nd to be set forth in ech Deler Offer in ccordnce with section IV.2.(b) hereof; (c) "Deler Determined Qurterly Dividend Rte" shll men onequrter of the Deler Determined Dividend Rte; (d) "Deler Determined Dividend Rte" shll men the nnul dividend rte specified by the Deler in the Accepted Deler Offer referred to in section IV.2.(c) hereof which shll be one of: (i) the Deler Determined Percentge of the Averge Prime Rte determined qurterly for ech Dividend Pyment Dte immeditely following the Dividend Period for which such determintion is being mde tking into ccount the Averge Prime Rte for the period consisting of the three clendr months ending on the lst dy of the clendr month prior to the clendr month during which the Dividend Pyment Dte for which the determintion is being mde flls; (ii) the Deler Determined Percentge of the Bnkers' Acceptnce Rte determined on the first Business Dy of

199 29 the Dividend Period for which such determintion is being mde; or (iii) fixed nnul percentge rte; (e) "Deler Offer" shll men written irrevocble nd unconditionl offer from Deler in response to Notice Requesting Bids to purchse ll of the Second Preferred Shres, Fifth Series outstnding on the dy of the expiry of the Initil Term or the then current Corportion Determined Term, Deler Determined Term or on the Settlement Dte immeditely following the Auction Dividend Period, s the cse my be, or if such dy is not Business Dy, then on the immeditely preceding Business Dy, t purchse price per Second Preferred Shre, Fifth.Series equl to $500,000 nd contining the informtion specified in section IV.2.(b) hereof; (f) "Deler Response Dte" shll hve the mening scribed thereto in section IV.2.() hereof; (g) "Notice Requesting Bids" shll men notice from the Corportion to one or more Delers requesting them to submit Deler Offers s provided for in section IV.2.() hereof; nd (h) "Notifiction to Holders" shll men the notifiction from the Corportion to holders of Second Preferred Shres, Fifth Series of the cceptnce of Deler Offer s provided for in section IV.2.(d) hereof. Terms defined in Prt II nd Prt V hereof nd used but not defined in this Prt IV shll hve the menings ttributed thereto in Prt II nd Prt V. 2. Bids by Delers () No erlier thn 30 dys nd no lter thn 25 dys prior to the end of the Initil Term, or the then current Corportion Determined

200 30 Term or Deler Determined Term or no erlier thn 13 dys nd no lter thn 10 dys prior to the end of the then current Auction Dividend Period (nd provided such Auction Dividend Period is not the first Auction Dividend Period within n Auction Term), s the cse my be, the Corportion my solicit bids from one or more Delers for the purchse of ll of the Second Preferred Shres, Fifth Series. Such solicittion shll be contined in Notice Requesting Bids to be sent by the Corportion to such Delers which notice shll: (i) invite ech Deler to submit to the Corportion Deler Offer; nd (ii) specify dte, which dte shll not be more thn 10 dys fter the giving of such notice except if such notice is given during n Auction Dividend Period in which cse the dte specified shll not be more thn 5 dys fter the giving of such notice, by which ny such offer must be received (the "Deler Response Dte") by the Corportion. (b) Ech Deler receiving Notice Requesting Bids my submit Deler Offer provided such Deler does so by the Deler Response Dte nd provided tht such Deler Offer specifies: (i) for the purpose of determining the Deler Determined Dividend Rte in the event such Deler's Offer is under section IV.2.(c): ccepted (A) the Deler Determined Percentge of the Averge Prime Rte (to be determined s described in prgrph (i) of the definition herein of "Deler Determined Dividend Rte"); (B) the Deler Determined Percentge of the Bnkers' Acceptnce Rte (to be determined s described in

201 31 prgrph (ii) of the definition herein of "Deler Determined Dividend Rte"); or (C) fixed nnul percentge rte; (ii) Deler Determined Term for which the rte referred to in prgrph (i) of this section IV.2.(b) shll pply; nd (iii) the mount of ny fees to be pid by the Corportion to the Deler in respect of the Second Preferred Shres, Fifth Series in the event the Deler's Offer is ccepted by the Corportion. (c) If the Corportion wishes to ccept Deler Offer, it shll signify such cceptnce on or before 15 dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or on or before 5 dys prior to the end of the then current Auction Dividend Period, s the cse my be, by notice to the Deler whose Deler Offer it ccepts (n "Accepted Deler Offer"). The Deler Determined Dividend Rte nd Deler Determined Term specified in the Accepted Deler Offer shll pply for the purposes of determining the dividends to be pid on the Second Preferred Shres, Fifth Series on ech Dividend Pyment Dte in respect of Dividend Periods during such Deler Determined Term provided the provisions of section IV.2.(g) hereof re fully complied with. The Deler whose Deler Offer is ccepted will be required to purchse ll of the Second Preferred Shres, Fifth Series not retined by the existing holders on the dy of the expiry of the Initil Term or of the then current Corportion Determined Term or Deler Determined Term or on the Settlement Dte immeditely following the current Auction Dividend Period, s the cse my be, or if such dy is not Business Dy, on the immeditely preceding Business Dy, on the terms contined in the Accepted Deler Offer.

202 32 (d) Concurrently with its cceptnce of Deler Offer, nd in ny event not lter thn 15 dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or not lter thn five dys prior to the end of the then current Auction Dividend Period, s the cse my be, the Corportion shll notify ( "Notifiction to Holders") ech existing holder of Second Preferred Shres, Fifth Series tht the Corportion hs ccepted Deler Offer. Such notifiction shll: (i) specify the Deler Determined Dividend Rte to pply to the Second Preferred Shres, Fifth Series; (ii) specify the Deler Determined Term for which the Deler Determined Dividend Rte referred to in prgrph (i) of this section IV.2.(d) shll pply; (iii) notify such holders of the right of ech holder either to sell ll or some of the Second Preferred Shres, Fifth Series it holds to such Deler or to continue to hold ll or some of the Second Preferred Shres, Fifth Series it holds; (iv) notify such holders of the dte (which shll be not more thn ten dys nd not less thn six dys prior to the end of the Initil Term or the then current Corportion Determined Term or Deler Determined Term or not more thn three dys nd not less thn two dys prior to the end of the then current Auction Dividend Period, s the cse my be) by which the Corportion must hve received written notice from such holder of its decision to sell ll or some of the Second Preferred Shres, Fifth Series it holds s provided for in section IV.2.(e) hereof; (v) notify such holders tht ny holder of Second Preferred Shres, Fifth Series tht fils to respond to the Notifiction to Holders by the dte specified for response therein will be

203 33 deemed to hve elected to continue to hold ll of the Second Preferred Shres, Fifth Series then held by it subject to the terms nd conditions s to the Deler Determined Dividend Rte nd the Deler Determined Term which re set forth in the Notifiction to Holders; nd (vi) identify the Deler whose Deler Offer hs been ccepted. (e) Upon receipt of the Notifiction to Holders, n existing holder of Second Preferred Shres, Fifth Series my elect to sell Second Preferred Shres, Fifth Series in ccordnce with the terms specified in such Notifiction to Holders by notifying the Corportion in writing of such decision nd of the number of shres to be sold. Ech holder of Second Preferred Shres, Fifth Series who elects to sell ll or some of its holdings of Second Preferred Shres, Fifth Series shll, together with such notice, deposit the certificte or certifictes representing Second Preferred Shres, Fifth Series which such holder desires to sell (with the trnsfer pnel on such certificte duly completed nd signed or, in the lterntive, with duly completed stock trnsfer power of ttorney ccompnying such certificte or certifictes) t the registered office of the Corportion, or t ny plce where the Second Preferred Shres, Fifth Series my be trnsferred or ny other plce or plces in Cnd specified by the Corportion to holders of the Second Preferred Shres, Fifth Series in the Notifiction to Holders. If holder of Second Preferred Shres, Fifth Series wishes to sell only some of the Second Preferred Shres, Fifth Series represented by ny shre certificte or certifictes the holder my deposit the certificte or certifictes, s forementioned, nd the Corportion shll issue nd deliver to such holder, t the expense of the Corportion, new shre certificte representing the Second Preferred Shres, Fifth Series which re not being delivered for sle. Any holder of Second Preferred Shres, Fifth Series tht fils to respond to the Notifiction to Holders by the dte specified for response therein will be deemed to hve elected to continue to hold

204 34 ll of the Second Preferred Shres, Fifth Series then held by it subject to the terms nd conditions s to the Deler Determined Dividend Rte nd the Deler Determined Term which re set forth in the Notifiction to Holders. The Corportion shll hve ll such powers nd uthority s my be necessry to determine finlly the dequcy of ll trnsfer instruments nd relted mtters with respect to the sle of shres by n existing holder to Deler hereunder. Any determintion by the Corportion to the effect tht ny instrument of trnsfer is incomplete or ineffective shll bind the holder intending to sell ny of its Second Preferred Shres, Fifth Series pursunt to the provisions of this Prt IV nd shll lso bind the Deler in question. (f) At lest one Business Dy prior to the end of the Initil Term, or the then current Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be, the Corportion shll notify the Deler submitting the Accepted Deler Offer of the number of shres to be purchsed by such Deler in ccordnce with section IV.2.(g) hereof nd of the identity of the vendor or vendors thereof. (g) On the dy of the expiry of the Initil Term, or the then current Corportion Determined Term or Deler Determined Term or on the Settlement Dte immeditely following the end of the Auction Dividend Period, s the cse my be, or if such dy is not Business Dy then on the immeditely preceding Business Dy, the Deler submitting the Accepted Deler Offer shll purchse the Second Preferred Shres, Fifth Series from the holders specified in section IV.2.(f) hereof, t the purchse price set out in section IV.l.(e) hereof. For the purposes of completing such purchse, the Deler submitting the Accepted Deler Offer shll deposit with the Corportion, t its registered office, on or prior to noon (Toronto time) on such dte, certified cheque pyble to the Corportion, s gent for the vendor or vendors referred to in section IV.2.(f) hereof, representing the ggregte purchse price for

205 35 the Second Preferred Shres, Fifth Series to be purchsed pursunt to this section IV.2.(g) together with direction s to registrtion prticulrs with respect to such Second Preferred Shres, Fifth Series to be purchsed. Upon receipt of such certified cheque s foresid, the Corportion shll deliver to the vendor or vendors t the registered office of the Corportion cheques pyble to the vendor or vendors in pyment of the purchse price for such Second Preferred Shres, Fifth Series (less ny tx required to be deducted nd withheld therefrom) ginst delivery of the certifictes therefor duly completed in ccordnce with section IV.2.(e), nd delivery of such cheques by the Corportion shll be deemed to be pyment nd shll stisfy nd dischrge ll libility for such purchse price to the extent of the mount represented by such cheques (plus ny tx required to be nd in fct deducted nd withheld therefrom nd remitted to the proper tx uthority), unless such cheques re not pid on due presenttion. 3. Termintion of Appliction Notwithstnding the cceptnce of Deler Offer s provided for in this Prt IV, the Corportion my notify the holders of Second Preferred Shres, Fifth Series tht the Corportion does not intend to implement ppliction of the Deler Determined Dividend Rte nd Deler Determined Term s set forth in the Notifiction to Holders provided tht such notifiction is given by the Corportion prior to the end of the Initil Term or of the then current Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be. In such circumstnces, the provisions of Prt V hereof shll be pplied in ccordnce with such Prt nd, for greter certinty, the Deler whose Deler Offer hs been ccepted shll not be obliged to purchse ny Second Preferred Shres, Fifth Series pursunt to such Deler Offer.. Any such notifiction shll not limit or restrict the right of the Corportion, prior to the end of ny subsequent Corportion Determined Term, Deler Determined Term or Auction Dividend Period, s the cse my be, to implement the provisions of this Prt IV by forwrding Notice Requesting Bids to one or more Delers.

206 36 4. Miscellneous In the event tht there is ny inconsistency, mbiguity or uncertinty in the interprettion or ppliction of the procedures set forth in this Prt IV, the directors of the Corportion (or ny person or persons designted by the directors) my, in such mnner s they shll determine in their sole discretion, interpret such procedures in order to del with ny such inconsistency, mbiguity or uncertinty nd ny such determintion evidenced by certificte of the Secretry of the Corportion (which shll be provided to holders of Second Preferred Shres, Fifth Series upon request) shll be conclusive. PART V AUCTION PROCEDURES 1. Definitions For the purposes of this Prt V the following expressions hve the following menings: () "Auction Mnger" shll men (i) the Corportion or (ii) nother person, or ny successor thereto, duly ppointed or to be ppointed from time to time by the Corportion s Auction Mnger in respect of the Second Preferred Shres, Fifth Series pursunt to the Auction Mnger Agreement; (b) "Auction Mnger Agreement" shll men n greement mde between the Auction Mnger, if other thn the Corportion, nd the Corportion which provides, mong other things, tht the Auction Mnger will follow the procedures set forth in this Prt V for the purposes of determining the Current Dividend. Rte for the Second Preferred Shres, Fifth Series; (c) "Avilble Shres" shll hve the mening specified in prgrph (i) of section V.4.() hereof;

207 37 (d) "Bid" nd "Bids" shll hve the respective menings specified in section V.2.() hereof; (e) "Bidder" nd "Bidders" shll hve the respective menings specified in section V.2.() hereof; (f) "Deler" shll men ny registered investment deler or other person permitted by lw to perform the functions required of Deler in this Prt V tht hs entered into Deler Agreement with the Auction Mnger tht is in effect; (g) "Deler Agreement" shll men n greement between the Auction Mnger nd Deler pursunt to which the Deler grees to prticipte in Auctions in complince with the procedures set forth in this Prt V; (h) "Existing Holder" shll men holder of Second Preferred Shres, Fifth Series (i) who hs signed Purchser's Letter, (ii) who hs delivered or cused to be delivered such Purchser's Letter to the Auction Mnger nd to ny Deler to which such Existing Holder submits informtion pursunt to section V.2.() hereof, nd (iii) who is registered in the ledger mintined by the Auction Mnger in respect of holders of Second Preferred Shres, Fifth Series; (i) "held by" with respect to ny Second Preferred Shres, Fifth Series registered in the nme of the Auction Mnger shll include such shres beneficilly owned by n Existing Holder but does not include, with respect to such shres, the Auction Mnger; (j) "Hold Order" nd "Hold Orders" shll hve the respective menings specified in section V.2.() hereof; (k) "Mximum Rte" with respect to ny Auction Dividend Period shll men the Bnkers' Acceptnce Rte determined on the Auction Dte

208 38 immeditely preceding the beginning of such Auction Dividend Period plus 0.40%; (1) "Order" nd "Orders" shll hve the respective menings specified in section V.2.() hereof; (m) "Potentil Holder" shll men ny person, including ny Existing Holder, (i) who hs executed Purchser's Letter, (ii) who hs delivered or cused to be delivered such Purchser's Letter to the Auction Mnger nd to ny Deler to which such Potentil Holder submits informtion pursunt to section V.2.() hereof nd (iii) who my be interested in cquiring Second Preferred Shres, Fifth Series (or, in the cse of n Existing Holder, dditionl Second Preferred Shres, Fifth Series); (n) "Purchser's Letter" shll men letter ddressed to the Auction Mnger nd Deler in which person grees, mong other things, to be bound by the Auction Procedures in the event such person prticiptes in n Auction; (o) "Remining Shres" shll hve the mening specified in prgrph (iv) of section V.5.() hereof; (p) "Sell Order" nd "Sell Orders" shll hve the respective menings specified in section V.2.() hereof; (q) "Submission Dedline" shll men 11:00.m., Toronto time, on ny Auction Dte or such lter time on ny Auction Dte, s specified by the Auction Mnger from time to time, by which Delers re required to submit Orders to the Auction Mnger; (r) "Submitted Bid" nd "Submitted Bids" shll hve the respective menings specified in section V.4.() hereof;

209 39 (s) "Submitted Hold Order" nd "Submitted Hold Orders" shll hve the respective menings specified in section V.4.() hereof; (t) "Submitted Order" nd "Submitted Orders" shll hve the respective menings specified in section V.4.() hereof; (u) "Submitted Sell Order" nd "Submitted Sell Orders" shll hve the respective menings specified in section V.4.() hereof; (v) "Sufficient Clering Bids" shll hve the mening specified in section V.4.() hereof; nd (w) "Winning Bid Rte" shll men the dividend rte per nnum determined in ccordnce with section V.4.() hereof. 2. Orders by Existing Holders nd Potentil Holders () Prior to the Submission Dedline on ech Auction Dte: (i) ech Existing Holder my submit to Deler informtion s to the number of Second Preferred Shres, Fifth Series, if ny, held by such Existing Holder which such Existing Holden (A) desires to continue to hold without regrd to the Current Dividend Rte; nd/or (B) desires to continue to hold, provided tht the Current Dividend Rte shll not be less thn the dividend rte per nnum specified by such Existing Holder; nd/or (C) offers to sell without regrd to the Current Dividend Rte; nd

210 40 (ii) Potentil Holders my submit to Deler offers to purchse Second Preferred Shres, Fifth Series, provided tht ny such offer shll be effective only if the Current Dividend Rte shll not be less thn the dividend rte per nnum specified by such Potentil Holder. The communiction to Deler of the informtion referred to in this section V.2.() is n "Order" nd, collectively, re "Orders", nd ech Existing Holder nd ech Potentil Holder plcing n Order is "Bidder" nd, collectively, re "Bidders"; n Order contining the informtion referred to in subprgrph (i)(a) of this section V.2.() is "Hold Order" nd, collectively, re "Hold Orders"; n Order contining the informtion referred to in subprgrph (i)(b) or prgrph (ii) of this section V.2.() is "Bid" nd, collectively, re "Bids"; nd n Order contining the informtion referred to in subprgrph (i)(c) of this section V.2.() is "Sell Order" nd, collectively, re "Sell Orders". (b) (i) A Bid by n Existing Holder shll constitute n irrevocble offer to sell t price of $500,000 per Second Preferred Shre, Fifth Series: (A) the number of Second Preferred Shres, Fifth Series specified in such Bid if the Winning Bid Rte determined on the pplicble Auction Dte is less thn the rte specified in such Bid; (B) the number of Second Preferred Shres, Fifth Series specified in such Bid or lesser number to be determined s set forth in prgrph (iv) of section V.5.() hereof if the Winning Bid Rte determined on such Auction Dte is equl to the rte specified in such Bid; (C) the number of Second Preferred Shres, Fifth Series specified in such Bid if the rte specified in such Bid

211 41 is higher thn the Mximum Rte nd Sufficient Clering Bids do exist; or (D) lesser number of Second Preferred Shres, Fifth Series to be determined s set forth in prgrph (iii) of section V.5.(b) hereof if the rte specified in such Bid is higher thn the Mximum Rte nd Sufficient Clering Bids do not exist. (ii) A Sell Order by n Existing Holder shll constitute n irrevocble offer to sell t price of $500,000 per Second Preferred Shre, Fifth Series: (A) the number of Second Preferred Shres, Fifth Series specified in such Sell Order; or (B) lesser number of Second Preferred Shres, Fifth Series to be determined s set forth in prgrph (iii) of section V.5.(b) hereof if Sufficient Clering Bids do not exist. (iii) A Bid by Potentil Holder shll constitute n irrevocble offer to purchse t price of $500,000 per Second Preferred Shre, Fifth Series: (A) the number of Second Preferred Shres, Fifth Series specified in such Bid if the Winning Bid Rte determined on the pplicble Auction Dte is higher thn the rte specified in such Bid; or (B) the specified number or lesser number of Second Preferred Shres, Fifth Series to be determined s set forth in prgrph (v) of section V.5.() hereof if the Winning Bid Rte determined on such Auction Dte is equl to the rte specified in such Bid; or

212 42 (C) the specified number of Second Preferred Shres, Fifth Series if the rte specified in such Bid is equl to or lower thn the Mximum Rte nd Sufficient Clering Bids do not exist. (c) A rte specified by n Existing Holder or Potentil Holder in ny Bid shll be fixed nnul percentge rte or specified percentge of the Bnkers' Acceptnce Rte determined on the relevnt Auction Dte. (d) If none of the holders of Second Preferred Shres, Fifth Series is n Existing Holder for the purposes of this Prt V on ny dte which would be n Auction Dte hereunder, the Current Dividend Rte for the next succeeding Auction Dividend Period shll be equl to 50% of the Bnkers' Acceptnce Rte determined on the Auction Dte. 3. Submission of Orders by Delers to the Auction Mnger () Ech Deler shll submit to the Auction Mnger in writing in ccordnce with its Deler Agreement prior to the Submission Dedline on ech Auction Dte ll Orders obtined by such Deler nd specifying with respect to ech Order: (i) the nme of the Bidder plcing such Order; (ii) the ggregte number of Second Preferred Shres, Fifth Series tht re the subject of the Order; (iii) to the extent tht the Bidder is n Existing Holder, the number of Second Preferred Shres, Fifth Series, if ny, subject to ny: (A) Hold Order plced by such Existing Holder; (B) Bid plced by such Existing Holder nd the rte specified in such Bid; nd/or

213 43 (C) Sell Order plced by such Existing Holder; nd (iv) to the extent tht the Bidder is Potentil Holder, the rte specified in the Bid of such Potentil Holder. (b) If ny rte specified in ny Bid contins more thn three figures to the right of the deciml point, the Auction Mnger shll round such rte up to the next highest onethousndth of one percent (0.001%). (c) If for ny reson n Order or Orders covering in the ggregte ll the Second Preferred Shres, Fifth Series held by n Existing Holder is not submitted to the Auction Mnger prior to the Submission Dedline, the Auction Mnger shll deem Hold Order to hve been submitted on behlf of such Existing Holder covering the number of Second Preferred Shres, Fifth Series held by such Existing Holder nd not subject to Orders submitted to the Auction Mnger. (d) If one or more Orders covering in the ggregte more thn the number of Second Preferred Shres, Fifth Series held by ny Existing Holder re submitted to the Auction Mnger, such Orders shll be considered vlid s follows nd in the following order of priority: (i) ll Hold Orders shll be considered vlid, but only up to nd including, in the ggregte, the number of Second Preferred Shres, Fifth Series held by such Existing Holder, nd, solely for purposes of llocting compenstion mong the Delers submitting Hold Orders, if the number of Second Preferred Shres, Fifth Series subject to such Hold Orders exceeds the number of Second Preferred Shres, Fifth Series held by such Existing Holder, the number of Second Preferred Shres, Fifth Series subject to ech such Hold Order shll be reduced pro rt to cover the number of Second Preferred Shres, Fifth Series held by such Existing Holder;

214 44 (ii) (A) ny Bid shll be considered vlid up to nd including the excess of the number of Second Preferred Shres, Fifth Series held by such Existing Holder over the number of Second Preferred Shres, Fifth Series subject to ny Hold Order referred to in prgrph (i) of this section V.3.(d); (B) subject to prgrph (ii)(a) of this section V.3(d), if more thn one Bid with the sme rte is submitted on behlf of such Existing Holder nd the number of Second Preferred Shres, Fifth Series subject to such Bids is greter thn such excess, such Bids shll be considered vlid up to the mount of such excess, nd, solely for purposes of llocting compenstion mong the Delers submitting Bids with the sme rte, the number of Second Preferred Shres, Fifth Series subject to ech Bid with the sme rte shll be reduced pro rt to cover the number of Second Preferred Shres, Fifth Series equl to such excess; (C) subject to subprgrph (ii)(a) of this section V.3.(d), if more thn one Bid with different rtes is submitted on behlf of such Existing Holder, such Bids shll be considered vlid in the scending order of their respective rtes up to the mount of such excess; nd (D) in ny event, the number, if ny, of such Second Preferred Shres, Fifth Series subject to Bids not vlid under this prgrph (ii) shll be treted s the subject of Bid by Potentil Holder; nd. (e) ll Sell Orders shll be considered vlid but only up to nd including in the ggregte the excess of the number of Second Preferred Shres, Fifth Series held by such Existing Holder over the sum of the Second Preferred Shres, Fifth Series subject to Hold Orders

215 45 referred to in prgrph (i) of this section V.3.(d) nd vlid Bids by Existing Holders referred to in prgrph (ii) of this section V.3.(d). (f) If more thn one Bid is submitted on behlf of ny Potentil Holder, ech Bid submitted shll be seprte Bid with the rte specified therein. 4. Determintion of Sufficient Clering Bids, Winning Bid Rte nd Current Dividend Rte () On the Submission Dedline on ech Auction Dte, the Auction Mnger shll ssemble ll Orders submitted or deemed submitted to it by the Delers (ech such Order s submitted or deemed submitted by Deler being individully "Submitted Hold Order", "Submitted Bid" or "Submitted Sell Order", s the cse my be, or "Submitted Order" nd, collectively, "Submitted Hold Orders", "Submitted Bids" or "Submitted Sell Orders", s the cse my be, or "Submitted Orders") nd shll determine: (i) the excess of () the totl number of Second Preferred Shres, Fifth Series held by Existing Holders issued nd outstnding over (b) the number of Second Preferred Shres, Fifth Series tht re the subject of Submitted Hold Orders (such excess being the "Avilble Shres"); (ii) from the Submitted Orders, whether (A) the number of Second Preferred Shres, Fifth Series tht re the subject of Submitted Bids by Potentil Holders specifying one or more rtes equl to or lower thn the Mximum Rte; exceeds or is equl to the sum of: (B) (I) the number of Second Preferred Shres, Fifth Series tht re the subject of Submitted Bids

216 46 by Existing Holders specifying one or more rtes higher thn the Mximum Rte; nd (II) the number of Second Preferred Shres, Fifth Series tht re the subject of Submitted Sell Orders; nd if such excess or equlity exists (other thn becuse ll of the Second Preferred Shres, Fifth Series held by Existing Holders re the subject of Submitted Hold Orders), then such Submitted Bids in subprgrph (A) hereof shll be "Sufficient Clering Bids"; nd (iii) if Sufficient Clering Bids exist, the lowest rte specified in the Submitted Bids which if the Auction Mnger ccepted: (A) (I) ech Submitted Bid from Existing Holders specifying tht lowest rte, nd (II) ll other Submitted Bids from Existing Holders specifying lower rtes, thus entitling those Existing Holders to continue to hold the ggregte number of Second Preferred Shres, Fifth Series tht re specified in those Submitted Bids; nd (B) (I) ech Submitted Bid from Potentil Holders specifying tht lowest rte, nd (II) ll other Submitted Bids from Potentil Holders specifying lower rtes, thus entitling those Potentil Holders to purchse the ggregte number of Second Preferred Shres, Fifth Series tht re specified in those Submitted Bids;

217 47 would result in such Existing Holders described in subprgrph (A) hereof continuing to hold n ggregte number of Second Preferred Shres, Fifth Series which, when dded to the ggregte number of Second Preferred Shres, Fifth Series to be purchsed by such Potentil Holders described in subprgrph (B) hereof, would equl not less thn the number of Avilble Shres. This lowest rte is the "Winning Bid Rte". (b) Promptly fter the Auction Mnger hs mde the determintions pursunt to section V.4.() hereof, the Auction Mnger shll dvise the Corportion of the Bnkers' Acceptnce Rte nd, bsed on such determintions, of the dividend rte pplicble to the Second Preferred Shres, Fifth Series for the next succeeding Auction Dividend Period (the "Current Dividend Rte") s follows: (i) if Sufficient Clering Bids exist, tht the Current Dividend Rte for the next succeeding Auction Dividend Period shll be equl to the Winning Bid Rte so determined; (ii) if Sufficient Clering Bids do not exist (other thn becuse ll of the Second Preferred Shres, Fifth Series held by Existing Holders re the subject of Submitted Hold Orders), tht the Current Dividend Rte for the next succeeding Auction Dividend Period shll be equl to the Mximum Rte; or (iii) if ll of the Second Preferred Shres, Fifth Series held by Existing Holders re the subject of Submitted Hold Orders, tht the Current Dividend Rte for the next succeeding Auction Dividend Period shll be equl to 50% of the Bnkers' Acceptnce Rte determined on the Auction Dte.

218 48 5. Acceptnce nd Rejection of Submitted Bids nd Submitted Sell Orders nd Alloction of Shres Bsed on the determintions mde pursunt to section V.4.() hereof, the Submitted Bids nd Submitted Sell Orders shll be ccepted or rejected nd the Auction Mnger shll tke such other ction s set forth below: () If Sufficient Clering Bids hve been mde, subject to the provisions of section V.5.(c) nd V.5.(d) hereof. Submitted Bids nd Submitted Sell Orders shll be ccepted nd rejected in the following order of priority nd ll other Submitted Bids shll be rejected: (i) (A) the Submitted Sell Order of ech Existing Holder shll be ccepted nd (B) the Submitted Bid of ech Existing Holder specifying ny rte tht is higher thn the Winning Bid' Rte shll be rejected, thus requiring ech such Existing Holder to sell the Second Preferred Shres, Fifth Series tht re the subject of such Submitted Sell Order nd such Submitted Bid; (ii) the Submitted Bid of ech Existing Holder specifying ny rte tht is lower thn the Winning Bid Rte shll be ccepted, thus entitling ech such Existing Holder to continue to hold the Second Preferred Shres, Fifth Series tht re the subject of such Submitted Bid; (iii) the Submitted Bid of ech Potentil Holder specifying ny rte tht is lower thn the Winning Bid Rte shll be ccepted, thus requiring ech such Potentil Holder to purchse the number of Second Preferred Shres, Fifth Series specified in such Submitted Bid; (iv) the Submitted Bid of ech Existing Holder specifying rte tht is equl to the Winning Bid Rte shll be ccepted, thus entitling ech such Existing Holder to continue to hold

219 49 the Second Preferred Shres, Fifth Series tht re the subject of such Submitted Bid, unless the number of Second Preferred Shres, Fifth Series subject to ll such Submitted Bids is greter thn the totl number of Avilble Shres minus the number of Second Preferred Shres, Fifth Series subject to Submitted Bids described in prgrphs (ii) nd (iii) of this section V.5.() (the "Remining Shres"). In this event, the Submitted Bids of ech such Existing Holder described in this prgrph (iv) shll be rejected, nd ech such Existing Holder shll be required to sell Second Preferred Shres, Fifth Series, but only in n mount equl to the difference between (A) the number of Second Preferred Shres, Fifth Series then held by such Existing Holder subject to such Submitted Bid, nd (B) the number of Second Preferred Shres, Fifth Series obtined by multiplying (x) the number of Remining Shres by (y) frction, the numertor of which shll be the number of Second Preferred Shres, Fifth Series held by such Existing Holder subject to such Submitted Bid nd the denomintor of which shll be the sum of the number of Second Preferred Shres, Fifth Series subject to such Submitted Bids mde by ll such Existing Holders who specified equl to the Winning Bid Rte; nd rte (v) the Submitted Bid of ech Potentil Holder specifying rte tht is equl to the Winning Bid Rte shll be ccepted but only in n mount equl to the number of Second Preferred Shres, Fifth Series obtined by multiplying (A) the excess, if ny, of the totl number of Avilble Shres over the number of Second Preferred Shres, Fifth Series subject to ccepted Submitted Bids described in cluses (ii), (iii) nd (iv) of this subsection V.5.() by (B) frction, the numertor of which shll be the number of Second Preferred Shres, Fifth Series specified in such Submitted Bid nd the denomintor of which shll be the sum of the number of

220 50 Second Preferred Shres, Fifth Series subject to Submitted Bids mde by ll Potentil Holders who specified rte equl to the Winning Bid Rte. (b) If Sufficient Clering Bids hve not been mde (other thn becuse ll of the Second Preferred Shres, Fifth Series held by Existing Holders re subject to Submitted Hold Orders), subject to the provisions of sections V.5.(c) nd V.5.(d) of this Prt V, Submitted Bids nd Submitted Sell Orders shll be ccepted or rejected in the following order of priority nd ll other Submitted Bids shll be rejected: (i) the Submitted Bid of ech Existing Holder specifying ny rte tht is equl to or lower thn the Mximum Rte shll be ccepted, thus entitling tht Existing Holder to continue to hold the Second Preferred Shres, Fifth Series tht re the subject of such Submitted Bid; (ii) the Submitted Bid of ech Potentil Holder specifying ny rte tht is equl to or lower thn the Mximum Rte shll be ccepted, thus requiring such Potentil Holder to purchse the number of Second Preferred Shres, Fifth Series specified in such Submitted Bid; nd (iii) the Submitted Bid of ech Existing Holder specifying ny rte tht is higher thn the Mximum Rte shll be rejected nd the Submitted Sell Order of ech Existing Holder shll be ccepted, in both cses only in n mount equl to the difference between (A) the number of Second Preferred Shres, Fifth Series then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order nd (B) the number of Second Preferred Shres, Fifth Series obtined by multiplying (x) the difference between the totl number of Avilble Shres nd the ggregte number of Second Preferred Shres, Fifth Series subject to Submitted

221 51 Bids described in prgrphs (i) nd (ii) of this section V.5(b) by (y) frction, the numertor of which shll be the number of Second Preferred Shres, Fifth Series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order nd the denomintor of which shll be the number of Second Preferred Shres, Fifth Series subject to ll such Submitted Bids nd Submitted Sell Orders. (c) If, s result of the procedures described in sections V.5.() or V.5.(b) hereof, ny Existing Holder would be entitled or required to sell, or ny Potentil Holder would be entitled or required to purchse, frction of Second Preferred Shre, Fifth Series on ny Auction Dte, the Auction Mnger shll, in such mnner s it shll determine in its sole discretion, round up or down the number of Second Preferred Shres, Fifth Series to be purchsed or sold by ny Existing Holder or Potentil Holder on such Auction Dte so tht the number of shres purchsed or sold by ech Existing Holder or Potentil Holder shll be whole Second Preferred Shres, Fifth Series. (d) If, s result of the procedures described in section V.5.() hereof, ny Potentil Holder would be entitled or required to purchse frction of Second Preferred Shre, Fifth Series on ny Auction Dte, the Auction Mnger shll, in such mnner s it shll determine in its sole discretion, llocte shres for purchse mong Potentil Holders so tht only whole Second Preferred Shres, Fifth Series re purchsed on such Auction Dte by ny Potentil Holder, even if such lloction results in one or more of such Potentil Holders not purchsing Second Preferred Shres, Fifth Series on such Auction Dte. (e) Bsed on the results of ech Auction, the Auction Mnger shll determine to which Potentil Holder or Potenltil Holders purchsing Second Preferred Shres, Fifth Series n Existing Holder or Existing Holders shll sell Second Preferred Shres, Fifth Series being sold

222 52 by such Existing Holder or Existing Holders. Such purchses nd sles of Second Preferred Shres, Fifth Series shll be completed in ccordnce with the procedures specified in the Purchser's Letter on the Settlement Dte by pyment by ech Potentil Holder purchsing Second Preferred Shres, Fifth Series of the ggregte purchse price of the Second Preferred Shres, Fifth Series to be purchsed from relevnt Existing Holder equl to $500,000 per Second Preferred Shre, Fifth Series ginst delivery by such Existing Holder selling Second Preferred Shres, Fifth Series to such Potentil Holder of certificte or certifictes representing the number of Second Preferred Shres, Fifth Series being sold, duly endorsed for trnsfer. 6. Miscellneous Notwithstnding the provisions of Prt V hereof, the Auction Mnger shll not follow the Auction Procedures on the Auction Dte immeditely preceding: (i) the Redemption Dte in the event tht written notice of redemption of ll the outstnding Second Preferred Shres, Fifth Series hs been given pursunt to the provisions of section 1.6. hereof or (ii) the first dy of Corportion Determined Term or Deler Determined Term. In the event tht there is ny inconsistency, mbiguity or uncertinty in the interprettion or ppliction of the procedures set forth in this Prt, the directors of the Corportion (or ny person or persons designted by the directors) my, in such mnner s they shll determine in their sole discretion, interpret such procedures in order to del with ny such inconsistency, mbiguity or uncertinty nd ny such determintion evidenced by certificte of the Secretry of the Corportion (which shll be provided to holders of Second Preferred Shres, Fifth Series) shll be conclusive.

223 53 7. Corportion s Auction Mnger If the Corportion cts s the Auction Mnger for ny Auction, the Corportion shll not submit ny Bid t such Auction.

224 1*1 Industry Cnd Industrie Cnd Certificte of Amendment Cnd Business Corportions Act Certifict de modifiction Loi cndienne sur les societes pr ctions LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMTTEE Nme of corportiondenomintion de l societe I hereby certify tht the rticles of the bovenmed corportion were mended Corportion nubernumero de l societe Je certifie que les sttute de l soci6te susmentionnee ont 6t6 modifies : () under section 13 of the Cnd Business Corportions Act in ccordnce with the ttched notice; (b) under section 27 of the Cnd Business Corportions Act s set out in the ttched rticles of mendment designting series of shres; D D ) en vertu de 1'rticle 13 de l Loi cndienne sur les societes pr ctions, confonnement h Pvis djoint; b) en vertu de Prticle 27 de l Loi cndienne sur les societes pr ctions, tel qu'il est indiqu6 dns les cluses modifictrices djointes designnt une serie d'ctions; (c) under section 179 of the Cnd Business Corportions Act s set out in the ttched rticles of mendment: (d) under section 191 of the Cnd Business Corportions Act s set out in the ttched rticles of reorgniztion; (e) under section 192 of the Cnd Business Corportions Act s set out in the ttched rticles of rrngement. D n c) en vertu de Prticle 179 de l Loi cndienne sur les societes pr ctions, tel qu'il est indiqu6 dns les cluses modifictrices cijointes; d) en vertu de Prticle 191 de l Loi cndienne sur les societes pr ctions, tel qu'il est indiqu6 dns les cluses de reorgnistion cijointes; e) en vertu de Prticle 192 de l Loi cndienne sur les societes pr ctions, tel qu'il est indiqu6 dns les cluses d'nngement cijointes. Director Directeur My /le 15 mi 1995 Dte of Amendment Dte de modifiction Cnd IC3')H <1094)(cc2140)

225 Nme The 1,000,000 n n the the ll ll.., Corportion N" A Ej^Z Consu.'ner nd 5 Corporte Affirs ^B Cnd Cn^' Business "on: ons Act Consommtion el Affires commecciles Cnd FORM 4 ARTICLES OF AMENDMENT,, Loi regissnt les societes... /ecr'tinm (SECTION no OR ^rr\ 177) pr cfons de regime federl FORMULE 4 CLAUSES MODIFICATRICES (ARTICLES 27 OU 177) 1 of corportion Denomintion de l society LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE 2 No. de l societ rticles of the bovenmed corportion re mended s follows: Les sttuts de l societe mentionnee cidessus sont modifies de l (eon suivnte : () by deleting from Prt A thereof the words referring to Junior Preferred Shres nd to prticulr series of shres so tht Prt A reds s follows: "The shres which the Corportion is uthorized to issue re: First Preferred Shres without nominl or pr vlue (the "First Preferred Shres") issuble in series; unlimited number of Second Preferred Shres without nominl or pr vlue (the "Second Preferred Shres") issuble in series; unlimited number of Common Shres without nominl or pr vlue (the "Common Shres")."; (b) by deleting: whole of Prts F nd G thereof, being the provisions ttching to the First nd Second Series, respectively, of Second Preferred Shres; whole of Prt H thereof, being the provisions ttching to the Junior Preferred Shres s clss; of the provisions mde by the Articles of Amendment effective June 25, 1980, October 8, 1981, My 20, 1982 nd My 6, 1983, being the provisions ttching to the First, Second, Third nd Fourth Series, respectively, of Junior Preferred Shres; of the provisions mde by the Articles of Amendment effective July 4, 1986, December 13, 1989 nd December 14, 1989, being the provisions ttching to the Third, Fourth nd Fifth Series, respectively, of Second Preferred Shres. ^ (0193)46 ^^/ //^^Q^^ FOR DEPARTMENTAL USE ONLY Filed Depose? W L'USAGE DU MINISTtR&^ULE.,/,,. 23 i995

226 Industry Cnd Industrie Cnd Certificte of Amendment Cnd Business Corportions Act Certifict de modifiction Loi cndienne snr les societes pr ctions LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of corportiondenomintion de l societe Corportion numbernumero de l societe I hereby certify tht the rticles of the bovenmed corportion were mended Je certifie que les sttuts de l society susmentionnee ont et6 modifies : () under section 13 of the Cnd Business Corportions Act in ccordnce with the ttched notice; (b) under section 27 of the Cnd Business Corportions Act s set out in the ttched rticles of mendment designting series of shres; (c) under section 179 of the Cnd Business Corportions Act s set out in the ttched rticles of mendment; (d) under section 191 of the Cnd Business Corportions Act s set out in the ttched rticles of reorgniztion. D ) en vertu de Prticle 13 de l Loi cndienne sur les societes pr ctions, conformement 1'vis cijomt; b) en vertu de Prticle 27 de l Loi cndienne sur les societes pr ctions, tel qu'il est indique dns les cluses modifictrices cijointes designnt une serie d'ctions; c) en vertu de Prticle 179 de l Loi cndienne sur les societes pr ctions, tel qu'il est indique dns les cluses modifictrices cijointes; d) en vertu de Prticle 191 de l Loi cndienne sur les societes pr ctions, tel qu'il est indique dns les cluses de reorgnistion cijointes. Director Directeur April /le 30 vril 1996 Dte of Amendment Dte de modifiction Cnd'

227 The Corportion N 1*1 Con~umer nd Corporte Affirs Cnd Cnd Business Corportions Act Consommtion et Affires commerciles Cnd Loi regissnt les societes pr ctions de regime federl FORM 4 ARTICLES OF AMENDMENT (SECTION 27 OR 177) FORMULE 4 CLAUSES MODIFICATRICES (ARTICLES 27 OU 177) 1 3 No. ie of corportion Denomintion de l societe LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE 2 No de l societe rticles of the bovenmed corportion re mended s follows: Les sttuts de l societe mentionnee cidessus sont modifies de l fcon suivnte : To subdivide ech issued nd outstnding common shre of the corportion into three common shres of the corportion effective 8:00 p.m., Toronto time. My 10, Dte April 30, (0193) 46 Signture>^y^ /^ S</s</Z /) o " ^L Title Titre STEWART E. GREEN SF.NTOR VTf:F PRKCJTDF.NT F. FOR DEPARTMENTAL USE ONLY Filed Deposee SF.CRF.TARY A L'USAGE DU MINISTERE SEULEMEr. A PR \ R WiR. \;. : : J '. :1 V

228 l~ Industry Cnd Certificte of Amendment Cnd Business Corportions Act Industrie Cnd " Certifiet de modifiction Loi cndienne sur les soci6t6s pr ctions LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Nme of corportiond~nomintion de l soci~t~ I hereby certify tht the m~icles of the bovenmed corportion were mended: ) under section 13 of the Cnd Business Corportions Act in ccordnce with the ttched notice; b)under section 27 of the Cnd Business Corportions Act s set out in the ttched rticles of mendment designting series of shres; c) under section 179 of the Cnd Business Corportions Act s set out in the ttched rticles of mnendment; d)under section 191 of the Cnd Business Corportions Act s set out in the ttched rticles of reorgniztion; Corportion numbernum6r0 de l soci6t6 Je certifie que les sttuts de l soci6t6 susmentionn6e ont ~t6 modifi6s: ) en vertu de l rticle 13 de l Loi cndienne sur les socidtds pr ctions, conforln~ment it l vis cijoint; b) en vertu de Prticle 27 de l Loi cndienne sur les socidtds pr ctions, tel qu il est indiqu6 dns les cluses modifictrices cijointes d~signnt une s6rie d ctions; c) en vertu de l rticle 179 de l Loi cndienne Sur les socidt~s pr ctions, tel qu il est indiqu6 dns les cluses modifictrices cijointes; d) en vertu de Prticle 191 de l Loi cndienne sur les soci~t~s pr ctions, tel qu il est indiqu6 dns les cluses de r6orgnistion cijointes; Richm d G. Shw Director Directeur June 19, 2008/le 19juin 2008 Dte of Amendment Dte de modifiction Cnd

229 Industry Cnd Cnd Business Corportions Act Industrie Cnd ELECTRONIC TRANSACTION RAPPORT DE LA TRANSACTION REPORT I~LECTRONIQUE Loi cndienne sur les soci6t6s pr ctions ARTICLES OF AMENDMENTCLAUSES MODIFICATRICES (SECTIONS 27 OR 177) (ARTICLES 27 OU 177) Processing Type Mode de tritement: ECommerce/Commercel~. I Nme of Corportion Dfinomintion de l soci~t~ LOBLAW COMPANIES LIMITED LES COMPAGNIES LOBLAW LIMITEE Corportion No. N de l socifit~ I The rticles of the bovenmed corportionre mended s follo~vs: Les sttuts de l soci~tfi mentionnfie cidessus sont modififis de l fgon sivnte: The rticles re mended by dding thereto the following: 1. SECOND PREFERR3~D SHARES, SERIES A A series of Second Preferred Shres shll consist of 12,000,000 Second Prefen ed Shres, shll be designted s Second Preferred Shres, Series A (hereinfter referred to s the "Series A Second Preferred Shres") nd, in ddition to nd subject to the rights, restrictions, conditions nd limittions ttching to the Preferred Shres s clss, shll crry nd be subject to the following rights, privileges, restrictions nd conditions: 1.1 Rules of Construction For the purposes of the provisions ttching to the Series A Second Preferred Shres: () "Business Dy" mens dy other thn Sturdy, Sundy or ny other dy tht is sttutory holidy in the province or municiplity in which the Corportion s registered office is locted. (b) "Dividend Pyment Dte" mens the lst dy of Jnury, April, July nd October in ech yer. (c) "Dividend Pyment Period" mens period beginning on Dividend Pyment Dte nd ending on the dy immeditely prior to the next succeedingdividend Pyment Dte; (d) "Qurterly Dividend Rte" mens one qurter of n nnul rte of 5.95%. (e) "Rnking s to Cpitl" mens rnking with respect to priority in the distribution of ssets in the event of the liquidtion, dissolution or windingup of the Corportion, or other distribution of ssets of the Corportion mong its shreholders for the purpose of windingup its ffirs, whether voluntry or involuntry. (f) "Rnking s to Dividends" mens rnking with respect to priority in the pyment of dividends by the Corportion on its shres. (g) "Redemption Price" hs the mening given thereto in section (h) If ny dividend is pyble or other ction is required to be tken on dy which is not Business Dy, such dividend shll be pyble or ction tken on the next succeeding Bnsiness Dy. 1.2 Dividends Full Dividends: Subject to sect ions nd or s specificlly provided by lw, on ech,dividend Pyment Dte, the holders of the Series A Second Preferred Shres shll be entitled to receive, nd the Corportion shll py thereon, s nd when declred by the bord of directors out of moneys of the Corportion properly pplicble to the pyment of dividends (nd subject to the prior pyment of ll dividends on the First Preferred Shres of the Corportion, if ny), qurterly cumultive preferentil csh dividends in n mount per shre equl to the mount obtined by multiplying $25.00 by the Qurterly Dividend Rte (being $ per shre on ech Dividend Pyment Dte or $ per shre per nnum).

230 1.2.2 PrtilPeriod Dividends: The mount of the dividend or mount clculted by reference to the dividend for ny period which is less thn Dividend Pyment Period with respect to ny Series A Second Preferred Shre () which is issued, redeemed or purchsed during such Dividend Pyment Period, (b) which is converted to common shres t the option oftbe Corportion s provided in section during such Dividend Pyment Period, or (c) in the event of distribution to the holders of the Series A Second Preferred Shres in the circumstnces contemplted by Article 1.5 during such Dividend Pyment Period shll be equl to the mount clculted by multiplying (i) n mount equl to the mount obtined by multiplying $25.00 by the Qurterly Dividend Rte; by (ii) frction, of which the numertor is the number of dys in such Dividend Pyment Period tht such shre hs been outstnding (including the dte of issue or the Dividend Pyment Dte t the beginning of such Dividend Pyment Period if such shre ws outstnding on tht dte nd excluding the dte of redemption, purchse, conversion or distribution nd the denomintor is the number of dys in such Dividend Pyment Period. Notwithstnding the foregoing, the initil dividend, if declred, will be pyble on October 31, 2008 nd will mount to $ per shre, bsed on n nticipted issue dte of June 20, Pyment Dtes: Dividends on the Series A Second Preferred Shres shll ccrue on dytody bsis from nd including the dte of issue thereof nd shll be pyble on ech Dividend Pyment Dte to.the bolders of record t the close of business on the fifteenth dy of the month preceding such Dividend Pyment.Dte. If on ny Dividend Pyment Dte dividends pyble on such dte re not pid in fidl on ll the Series A Second Preferred Shres then issued nd outstnding, such dividends or the unpid prt thereof shll be pid on subsequent dte or dtes determined by the directors; provided however tht the initil dividend, if declred, will be pyble on October 31, 2008 nd will mount to $ per shre, bsed on n nticipted issue dte of June 20, The holders of the Series A Second Preferred Shres shll not be entitled to ny dividends other thn or in excess of the dividends provided for in this Article Mnner of Pyment: Cheques of the Corportion or its dividend disbursing gent drwn upon Cndin chrtered bnk nd pyble t pr t ny brnch in Cnd of such bnk shll be issued to the holders of the Series A Second Preferred Shres in respect of the dividends pyble thereon, rounded to the nerest whole cent ($0.01) (less ny tx required to be deducted or withheld by the Corportion). The miling in Cnd on or before the third Business Dy preceding ny Dividend Pyment Dte of such cheque, pyble on such Dividend Pyment Dte, to holder of Series A Second Preferred Shres when the necessry postl fcilities re free from disruption shll be deem ed to be pyment of the dividends represented thereby unless the cheque is not pid upon presenttion. Dividends which re represented by cheque which hs not been presented for pyment or tht otherwise remins unclimed for period of 6 yers fter the dte of the cheque shll be forfeited to the Corportion nd therefter no person shll be entitled to recover such dividends by ction or ny other proceeding ginst the Corportion. Notwithstnding the foregoing, the mount of ny dividends pyble to bolder of Series A Second Preferred Shres (less ny tx required to be.deducted or withheld by the Corportion) my be deposited directly into n ccount with deposittking institution designted by tht bolder, provided tht the Corportion hs received fi om the bolder written direction to mke such deposit t lest 10 dys prior to the record dte for such dividends in such form s the Corportion my prescribe from time to time nd provided tht such direction hs not been revoked by subsequent written notice received from the holder not less thn 10 dys prior to the record dte for subsequent dividend pyment Election under Income Tx Act: The Corportion shll elect in respect of the Series A Second Preferred Shres under subsection 191.2(1) of the Income Tx Act (Cnd) or ny successor or replcement provision of similr effect nd tke ll other necessry ction under such Act, to py tx under section of such Act, or ny successor or replcement provision of similr effect, t rte sucb tht no holder of the Series A Second Preferred Shres will be required to py tx on dividends received on the Series A Second Preferred Shres under section of Prt IV.! of such Act or ny successor or replcement provision of similr effect. Such election shll be mde in the mnner prescribed by such Act nd shll be filed within the time provided under prgrph 191.2(1)() of such Act, or ny successor or replcement provision of similr effect.

231 1.3 Redemption nd Purchse for Cncelltion Right to Redeem or Purchse for Cncelltion: Subject to the Cnd Business Corportions Act, the provisions of this Article 1.3 nd the restriction in fvour of the Fir st Preferred Shres, to the extent, if ny, then pplicble, the Series A Second Preferred Shres my be redeemed or purchsed for cncelltion by the Corportion Redemption Right: The Series A Second Preferred Shres shll not be redeemble by the Corportion prior to July 31, On July 31, 2013 nd therefter, subject to section 1.3.1, the Corportion my t its option, upon giving notice s hereinfter provided, redeem t ny time ll, or from time to time ny, of the outstnding Series A Second Preferred Shres on pyment of the Redemption Price s provided in section If less thn ll of the outstnding Series A Second Preferred Shres re to be redeemed, the shres to be redeemed shll be pro rt to the number of Series A Second Preferred Shres registered in the nme of ech holder or in ny other mnner, ll s the bord of directors or the trnsfer gent for the Series A Second Preferred Shres my determine nd s my be cceptble to ny.relevnt regultory uthority Redemption Price: The redemption price per shre t which ny Series A Second Preferred Shres re redeemble shll be: () $25.75 if redeemed on or fter July 31, 2013 nd prior to July 31, 2014; (b) $25.50 if redeemed on or fter July 31, 2014 nd prior to July 31, 2015; (c) $25.00 if redeemed on or fter July 31, 2015; together, in ech cse, with n mount equl to ll dividends, if ny, ccrued thereon nd unpid up to but not including the redemption dte (the whole constituting nd being hereinfter referred to s the "Redemption Price") Redemption Procedure: (1) Not less thn 30 nor more thn 60 dys before the dte specified for redemption, the Corportion shll give, to ech person who t the dte of delivery, miling, sending or publiction is registered holder of Series ASecond Preferred Shres to be redeemed under this Article 1.3 notice of the intention of the Corportion to redeem such Series A Second Preferred Shre s. Such notice shll set out the Redemption Price, the dte fixed for redemption, the plce of redemption nd, in cse of prtil redemption, the number or portion of ech holder s shres to be redeemed. (2) On nd fter the dte fixed for redemption, the Corportion shll py or cuse to be pid to or to the order of the registered holders of the Series A Second Preferred Shres to be redeemed on presenttion nd. surrender t the plce of redemption of the respective certifictes representing such shres, n mount equl to the Redemption Price (less ny tx required to be deducted or withheld by the Corportion). Such pyment in respect of Series A Second Preferred Shres being redeemed shll be mde by cheques pyble to the holders thereof in lwful money of Cnd t pr t ny brnch in Cnd of the Corportion s bnkers for the time being. (3) On the dte fixed for redemption, the Series A Second Preferred Shres clled for redemption nd not converted under Article 1.4 shll be deemed to be redeemed (nd from nd fter tht dte the holders thereof shll cese to be entitled to dividends declred fter such dte or to exercise ny other rights of holders in respect thereof) unless pyment of the Redemption Price is not mde upon presenttion nd surrender of the certifictes in ccordnce with the foregoing provisions (in which event the rights of the holders shll remin unffected until pyment is mde of the Redemption Price together with n mount equl to ll dividends ccrued nd unpid on the redeemed shres fi om the redemption dte to but not including the pyment dte). (4) The Corportion shll hve the right t ny time fter delivering, miling, sending or publishing notice of redemption to deposit n mount equl to the Redemption Price of the shres thereby clled for redemption (less ny tx required to be deducted or withheld by the Corportion), or such prt thereof s t the time of deposit hs not been climed by the shreholders entitled thereto, in ny Cndin chrtered bnk or trust compny in Cnd specified in the notice of redemption or in subsequen~ notice to the holders of the shres in respect of which the deposit is mde, in specil ccount for the holders of such shres. Upon such deposit being mde or upon the dte fixed for redemption, whichever is the lter, the rights of ech holder of

232 th~ Series A~Second Pre~ferred Shres in respect ofx~hich such deposit shll hv~ been ~nde shll be limited to receiving, without interest, the holder s shre of the mount so deposited upon presenttion nd surrender of the certifictes representing the holder s shres so redeemed. Any interest on such deposit shl! belong to the Corportion. (5) Redemption moneys which re represented by cheque which hs not been presented to the Corportion s bnkers for pyment or tht otherwise remin unclimed (including moneys held on deposit to specil ccount s provided for bove) for period of 6 yers fi om the dte specified for redemption shll be forfeited to the Corportion nd therefter no person shll be entitled to recover such moneys by ction or ny other proceeding ginst the Corportion. (6) If less thn ll the Series A Second Preferred Shres represented by ny certificte re redeemed, new certificte for the blnce shll be issued t the Corportion s expense Purchse for Cncelltion: Subject to section 1.3.1, the Corportion my purchse for cncelltion t ny time ll, or fi om time to time ny, of the outstnding Series A Second Preferred Shres t the lowest price or prices t which, in the opinion of the bord of directors, such shres re obtinble provided tht if such shres re purchsed otherwise thn (i) through the fcilities of recognized stock exchnge on which the Series A Second Preferred Shres re listed, or (ii) pursunt to tenders received by the Corportion upon n invittion for tenders ddressed to ll holders of Series A Second Preferred Shres, they my not be purchsed t price exceeding $25.00 per shre plus n mount equl to ll dividends, if ny, ccrued thereon nd unpid to but not including the dte of purchse, plus in ll cses resonble costs of purchse. If pursunt to such n invittion for tenders the Corportion receives tenders t the sme price for more shres thn the Corportion is prepred to purchse t such price, the shres to be purchsed shll be selected fi om the shres offered t such price in ny mnner provided in the lst sentence of section (fter the Corportion hs purchsed ll the shres, if ny, tendered t lower prices). 1.4 Conversion Privileges Right of Conversion to Common Shres t Option of Corportion: The Series A Second Preferred Shres will not be convertible t the option of the Corportion prior to July 31, On nd fter July 31, 2013 the Corportion my, subject to the pprovl of the Toronto Stock Exchnge nd such other stock exchnges on which the Common Shres re then listed, t ny time convert ll, or fi om time to time ny prt, of the outstnding Series A Second Preferred Shres into fully pid nd nonssessble Common Shres of the Corportion. The number of Common Shres into which ech such Series A Second Preferred Shre my be so converted shll be determined by dividing the then pplicble Redemption Price together with n mount equl to ll dividends, if ny, ccrued thereon nd unpid up to but not including the conversion dte by the greter of $2.00 nd 95% of the weighted verge trding price per shre of such Common Shres on the Toronto Stock Exchnge (or, if the Common Shres re not then trded on the Toronto Stock Exchnge, on such other principl exchnge s the Common Shres re then trded on) for the period of 20 trding dys (the "Trding Period") which ends on the fotunth dy prior to the dte fixed fox" conversion or, if tht fourth dy is not trding dy, on the immeditely preceding trding dy (the "Current Mrket Price"). In the event of: () subdivisions, consolidtions or reclssifictions of Common Shres; (b) distributions to ll or substntilly ll the holders of Common Shres of: (i) shres (other thn shres distributed in lieu of dividends pid in the ordinry course), (ii) rights, options or wrrnts, (iii) evidences of indebtedness, or (iv) ssets (other thn dividends pid in the ordinry course); or (c) other similr chnges in the shre cpitl of the Corportion; which in the opinion of the bord of directors of the Corportion hve or shll hve hd n effect on the trding price of Common Shres on ny dte during the period commencing with the first dy of the Trding Period nd ending on the dte fixed for conversion, the bord of directors, cting resonbly nd in good fith, shll, on or prior to the dte fixed for conversion, prescribe djustments to be mde to the number of Common Shres to be issued on the dte fixed for conversion in order to mke the number of Common Shres to be issued on

233 the dte fixed for conversion fully comprble with the number of Common Shres which would otherwise hve been issuble hd ny of the foregoing cpitl chnges not occurred. Frctionl Common Shres shll not be issued on ny conversion of Series A Second Preferred Shres but in lieu thereof the Corportion shll mke csh pyments in n mount per fi ctionl Common Shre otherwise issuble equl to the product of the fi ction of the Common Shre otherwise issuble nd the greter of $2.00 nd 95% of such Current Mrket Price, s djusted, if pplicble Conversion Procedure: In ny cse of conversion of Series A Second Preferred Shres pursunt to section 1.4.1, the Corportion shll, not less thn 30 dys nd not more thn 60 dys before the dte fixed for conversion, mil to ech person who t the dte of miling is registered holder of Series A Second Preferred Shres to be converted noticein writing of the intention of the Corportion to convert such Series A Second Preferred Shres. Such notice shll be miled in prepid envelope ddressed to ech such shm eholder t such shreholder s ddress s it ppers in the securities register mintined by or for the Corportion or in the event of the ddress of ny such shreholder not so ppering, then to the lst known ddress of such shreholder, provided, however, tht ccidentl filure to give ny such notice to one or more of such holders shll not ffect the vlidity of such conversion. Such notice shll set out the dte fixed for conversion nd, if pmnt only of the Series A Second Preferred Shres held by the person to whom it is ddressed is to be converted, the number of such Series A Second Preferred Shres to be converted. If less thn ll of the outstnding Series A Second Preferred Shres re to be convel~ed, the shres to be converted shll be selected by lot or s nerly s my be pro rt (to the nerest 100 shres) to the number of Series A Second Preferred Shres registered in the nme of ech holder or in ny other mnner, ll s the bord of directors or the trnsfer gent for the Series A Second Preferred Shres my determine. On the dte fixed for conversion, the Series A Second Preferred Shres which re the subject of ny such notice shll be converted into whole fidly pid nd non ssessble Common Shres of the Corportion. As promptly s prcticble fter the dte fixed for conversion, the Corportion shll issue nd deliver or cuse to be delivered to the registered holders s t the dte fixed for conversion of Series A Second Preferred Shres so converted certificte or certifictes for the number of Common Shres of the Corportion issued to such holders on presenttion nd surrender t the office of the trnsfer gent for the Series A Second Preferred Shres, or ny other plce designted in such notice, of the certifictes for the Series A Second Preferred Shres so converted. If less thn ll of the Series A Second Preferred Shres represented by ny certificte re converted under section 1.4.1, the Corportion shll issue nd deliver or cuse to be delivered, t the expense of the Corportion, new certificte representing the unconverted blnce. Any pyment in respect of fi ction of Common Shre shll be mde by cheque pyble to the registered holder s t the dte fixed for conversion of Series A Second Preferred Shres so converted. The Corportion shll deliver or cuse to be delivered such cheque with the certificte or certifictes for the Common Shres deliverble in ccordnce with the foregoing. From nd fter the dte fixed for conversion, the Series A Second Preferred Shres clled for conversion shll be deemed to be converted nd the holders thereof shll cese to be entitled to dividends on such Series A Second Preferred Shres nd shll not be entitled to exercise ny of the rights of shreholders in respect thereof, unless the issue nd delivery of the Common Shres nd ny pyment to which such holders re entitled shll not be duly mde by the Corportion in which cse the rights of such holders shll remin unffected Conversion into Common Shres t the Option of the Holder: On nd fter July 31, 2015, ech Series A Second Preferred Shre will be convertible t the option of the holder on the lst dy of ech of Jntmry, April, July nd October in ec! yer (ech such dte being herein clled "Conversion Dte") on prior notice (the "Conversion Notice") given t lest 30 dys before the pplicble Conversion Dte into tht number of fully pid nd non ssessble Common Shres of the Corportion determined by dividing $25.00 together with n mount equl to ll dividends, if ny, ccrued thereon nd unpid up to but not including the Conversion Dte by the greter of $2.00 nd 95% of the Current Mrket Price during the Trding Period. In the event of: () subdivisions, consolidtions or reclssifictions of Common Shres; (b) distributions to ll or substntilly ll the holders of Common Shm es of: (i) shres (other thn shres distributed in lieu of dividends pid in the ordinry course), (ii) rights, options or wrrnts, (iii) evidences of indebtedness, or (iv) ssets (other thn dividends pid in the ordinry course); or (c) other similr chnges in the shre cpitl of the Corportion;

234 which in the opinion of the bord of directors of the Corportion hve or shll hve hd n effect on the trding price of Common Shres on ny dte during the period commencing with the first dy of the Trding Period nd ending on the Conversion Dte, the bord of directors, cting resonbly nd in good fith, shll, on or prior to the Conversion Dte, prescribe djustments to be mde to the number of Common Shres to be issued on the Conversion Dte in order to mke the number of Common Shres to be issued on the Conversion Dte fully comprble with the number of Common Shres which would othe~vise hve been issuble hd ny of the foregoing cpitl chnges not occurred. Frctionl Common Shres shll not be issued on ny conversion of Series A Second Preferred Shres but in lieu thereof the Corportion shll mke csh pyments in n mount per frctionl Common Shre otherwise issuble equl to the product of the frction of the Common Shre otherwise issuble nd the greter of $2.00 nd 95% of such Cnrrent Mrket Price, s djusted, if pplicble Corportion s Right to Redeem or Arrnge Sle: Notwithstnding holder s election to convert Series A Second Preferred Shres into Common Shres in ccordnce with section 1.4.3, the Corportion my elect in respect of those Series A Second Preferred Shres which re the subject of Conversion Notice (the "Subject Shres") either (i) to redeem on the Conversion Dte ny or ll of the Subject Shres or (ii) to cuse the holder to sell on the Co nversion Dte ny or ll of the Subject Shres to nother purchser or purchsers in the event tht purchser or purchsers willing to purchse such Series A Second Preferred Shres is or re fonnd. The number of the Subject Shres to be redeemed or sold to other purchsers shll be determined by the Corportion. Any such redemption or purchse shll be mde by the pyment of n mount of $25.00 per Series A Second Preferred Shre, together with n mount equl to ll dividends, if ny, ccrued thereon nd unpid up to but not including the Conversion Dte, by cheque pyble to such holder. The Subject Shres to be so redeemed or purchsed shll not be converted into Common Shres on the Conversion Dte nd the right of ny holder to convert such shres into Common Shres s herein provided shll cese nd terminte in tht event, provided, however, tht should the Corportion fil to py or mke vilble for pyment the redemption price or the purchser or purchsers fil to py the purchse price, s the cse my be, by the close of business on the Conversion Dte, the right of conversion shll thereupon revive in respect of such shres to hve been redeemed or purchsed nd the conversion requested by the holder of the Subject Shres shll be implemented with effect on the Conversion Dte s if such shres hd not been clled for redemption or sold to purchser or purchsers. If the Corportion elects to redeem or cuse the holder to sell ny of the Subject Shres, the Corportion shll, not lter thn 20 dys before the Conversion Dte, give notice to ll holders who hve given Conversion Notice stting: (i) the number of Subject Shres to be redeemed by the Corportion; (ii) the number of Subject Shres to be sold to nother purchser; nd (iii) the number of Subject Shres to be converted into Common Shres, such tht ll of the Subject Shres shll be redeemed, purchsed nd/or converted on the Conversion Dte. The proportion of the Subject Shres which re either redeemed, purchsed or converted on the Conversion Dte shll, to the extent prcticble, be the sme for ech shreholder delivering Conversion Notice in respect of tht Conversion Dte Conversion Procedure: A holder of Series A Second Preferred Shres my elect to convert into Common Shres ll or prt of the Series A Second Preferred Shres held by such holder only by delivery to the trnsfer gent for the Series A Second Preferred Shres on or before dte not less thn 30 dys prior to the Conversion Dte of the certificte or certifictes representing Series A Second Preferred Shres to be converted together with duly completed Conversion Notice in the form set out on the bck of the certificte for the Series A Second Preferred Shres to be conve~nted. The Conversion Notice shll be signed by the registered holder of the Series A Second Preferred Shres to be converted, or such holder s duly uthorized ttorney, nd shll specify the number of Series A Second Preferred Shres which the holder desires to hve converted. If less thn ll the Series A Second Preferred Shres represented by certificte or certifictes ccompnying ny such election re to be converted, the Corportion shll issue nd deliver or cuse to be delivered, t the expense of the Corportion, new certificte representing the unconverted blnce. As promptly s prcticble fter the Conversion Dte, the Corportion shll issue nd deliver or cuse to be delivered certificte or certifictes for the number of Common Shres resulting from such conversion in the nme of nd to the registered holder of the Series A Second Preferred Shres so converted or, subject to pyment by the registered holder of ny stock trnsfer or other pplicble txes, in the nme of nd to such other person or persons s such registered holder my direct in writing stisfcto~2 to the trnsfer gent in form nd execution. Any

235 pyme~ in respect of fi ~ction of Common Shre sl~ll be mde by c~ eque pyble to tile registered l~older s t the Conversion Dte of the Series A Second Preferred Shres so converted. The Corportion shll deliver or cuse to be delivered such cheque with the certificte or certifictes for the Common Shres deliverble in ccordnce with the foregoing. Tile registered holder of Series A Second Preferred Shres to be converted s provided in this section (or ny person or persons in whose nme or nmes ny such registered holder of Series A Second Preferred Shres shll hve directed certifictes representing Common Shres to be issued s provided in this section 1.4.5) shll be deemed to hve become holder of Common Shres of record on tile Conversion Dte. From nd fter the Conversion Dte, tile Series A Second Preferred Shres in respect of which such conversion rights shll hve been exercised nd which re converted into Common Shres s provided in thi,s Section shll be deemed to be converted nd the holders thereof shll cese to be entitled to dividends on such Series A Second Preferred Shres nd shll not be entitled to exercise ny of the rights of shreholders in respect thereof, unless the issue nd delivery of the Common Shres nd ny pyment to which such holders re entitled shll not be duly mde by the Corportion in which cse the rights of such holders shll remin unffected. For the purposes of this section 1.4.5, tile Conversion Dte pplicble to prticulr conversion of Series A Second Preferred Shres (or ny redemption or rrnged sle thereof s herein provided) shll be the first Conversion Dte which occurs not less thn 30 dys fter n election hs been duly mde by the holder of such Series A Second Preferred Shres s provided in this section Corportion s Right Not to Issue Common Shres: Notwithstnding the Corportion s exercise of its right, or holder s election, to convert Series A Second Preferred Shres into Common Shres, the Corportion shll hve the right not to issue ny Common Shres to ny person whose ddress is in, or who the Corportion or its trnsfer gent hs reson to believe is resident of, ny jurisdiction outside Cnd, to file extent tht such issue would require complince by the Corportion with the securities, corporte or nlogous lws of such jurisdiction Withholding Rights: The Corportion shll be entitled to deduct nd withhold from ny mount otherwise pyble under this Article 1.4 (whether in csh or by the delivery of Common Shres) to holder of Series A Second Preferred Shres such txes s the Corportion is required to deduct nd withhold under pplicble lw. To tile extent tht mounts re so withheld nd remitted to the pproprite governmentl uthority, such withheld mounts shll be treted for ll purposes s hving been pid to the holder of the Series A Second Preferred Shres in respect of which such deduction nd withholding ws mde. To the extent tht the mount required to be deducted or withheld fi om ny mount pyble to holder of Series A Second Preferred Shres exceeds the csh otherwise pyble to the holder, the Corportion my either require tile holder to remit the difference in csh to tile Corportion before tile tx is required to be remitted to the txing uthority or sell or otherwise dispose of such portion of the Common Shres it is otherwise required to deliver to the holder s is necessry to provide sufficient funds to the Corportion to enble it to comply with such deduction or withholding requirement Redemption Procedure: If the Corportion elects to redeem ll or prt of the Subject Shres in ccordnce with section 1.4.4, then subsections 1.3.4(4), (5) nd (6) shll pply. 1.5 Liquidtion, Dissolution or Windingup: In tile event of the liquidtion, dissolution or windingup of the Corportion, whether voluntry or involuntry, or in the event of ny other distribution of sset s of the Corportion mong its shreholders for the purpose of winding up its ffirs, the holders of the Series A Second Preferred Shres shll be entitled, subject to the prior rights of the First Preferred Shres in tht respect, to receive sum equl to $25.00 per Series A Second Preferred Shre held by them respectively plus n mount equl to ll dividends ccrued thereon nd unpid to but not including the dte of pyment (or, if such liquidtion, dissolution, windingup or distribution be voluntry, sum equl to the Redemption Price per Shre pplicble t the dte of pyment), the whole before ny mount shll be pid by the Corportion, or ny ssets of the Corportion shll be distributed, to holders of the Common Shres or ny other shres of ny clss of the Corportion Rnking s to Cpitl junior to the Series A Second Preferred Shres. After pyment to the holders of the Series A Second Preferred Shres of the mounts so pyble to them, they shll not be entitled to shre in ny further distribution ofthessets of the Corportion. 1.6 Voting Rights: Except s provided in the provisions of the rticles relting to the Second Preferred Shres s clss, in the provisions of Article 1.8 below nd s specificlly provided by lw, the holders of the Series A Second Preferred Shres shll not be entitled s such to receive notice of or to ttend ny meetings of the shreholders of the Corportion or to vote t ny such meeting. 1.7 Modifiction: Tile rights, privileges, restrictions nd conditions ttched to the Series A Second

236 Preferred Shres my be ~dd~l to, clensed or removed by Articles of Amendment but only with the prior pprovl of the holders of the Series A Second Preferred Shres given s hereinfter specified in ddition to ny vote or uthoriztion required by lw. 1.8 Approvl of Holders of Series A Second Preferred Shres: The pprovl or consent of the holders of the Series A Second Preferred Shres with respect to ny nd ll mtters relting to the Series A Second Preferred Shres s series of Second Preferred Shres my be given in such mnner s my then be required by lw, subject, however, to minimum requirement tht such pprovl be given by resolution signed by ll the holders of Series A Second Preferred Shres then outstnding or pssed by not less thn 662/3% of the votes " cst thereon by the holders of Series A Second Preferred Shres who voted t meeting of the holders of Series A Second Preferred Shres duly clled nd held for tht purpose. The formlities to be observed with respect to the giving or wiver of notice of nd voting t ny such meeting (including, without limittion, the record dtes for the giving of notice nd the entitlement to vote), the quorum therefor nd the conduct thereof shll be those set out in Article 1.9 nd those not inconsistent with Article 1.9 which re fi om time to time prescribed by the bylws of the Corportion with respect to generl meetings of shreholders. On every poll tken t every such meeting, every holder of Series A Second Preferred Shres shll be entitled to 1 vote in respect of ech such shre held. 1.9 Notice Norml Mens: Any notice or other communiction fi om the Corportion herein provided for, including without limittion ny notice of redemption, conversion right or meeting of the holders of the Series A Second Preferred Shres, shll be in writing. Any such notice or other communiction or cheque, shre certificte or other document from the Corportion to holder of Series A Second Preferred Shres my be (i) delivered personlly to the holder, or to ny director, officer or gent of the holder, (ii) plced in seled envelope ddressed to.the holder nd delivered to ny person or letter receptcle t the holder s recorded ddress, (iii) miled by prepid Cndin mil (registered, in the cse of shre certifictes) in seled envelope ddressed to the holder t the holder s recorded ddress or (iv) in the cse of notices nd other communictions, sent to the holder by ny other mens of prepid legible communiction then in common business use. Any such notice, communiction, cheque, shre certificte or other document shll be deemed to hve been received by the holder on the dte of delivery if so delivered or, if so miled, t the erlier of (i) the time it ws received by the holder nd (ii) the time it would hve been delivered in the ordinry course of mil unless there re resonble grounds for believing tht it ws not received t tht time. Any such notice or communiction so sent by other mens shll be deemed to hve been received by the holder on the Business Dy next following the dte it ws sent by the Corportion. For purposes of this section holder s recorded ddress mens the holder s ltest ddress ppering in the securities register of the Corportion (or, in the cse of joint l?olders, the first ddress so ppering in respect of their joint holding) or, in the event of the ddress of ny holder not so ppering, the ltest ddress of such holder known to the Corportion. Accidentl filure to give ny such notice or other communiction to one or more holders of the Series A Second Preferred Shres shll not ffect the vlidity of the notice or other communiction but, upon such filure being discovered, the notice or other communiction, s the cse my be, shll be sent forthwith to such holder or holders nd shll hve the sme force nd ffect s if given in due time Postl Disruptions: If there exists ny disruption in the mil services necessry for miling ny such notice or communiction to holders of Series A Second Preferred Shres t ddresses in ny province, ny such notice or other communiction my (but need not) be given to the holders in such province by mens of(i) publiction once in bon fide newspper or business or finncil publiction of generl nd regulr pid circultion publi shed or distributed in the cpitl city of such province (or if the Corportion mintins register of trnsfers for the Series A Second Preferred Shres in such province, in the city in such province where the register of trnsfers is mintined), nd (ii) delivery to ech recognized stock exchnge on which the Series A Second Preferred Shres re then listed for trding. However, if no such newspper or business or finncil publiction is being published in tht city, the Corportion shll not be required to publish in tht city provided tht there is t lest one recognized stock exchnge in Cnd on which the Series A Second Preferred Shres re then listed for trding. Notice given under this section shll be deemed to hve been given on the dy on which (i) the publiction is completed in ll of the cities in which publiction is required nd~(ii) the required deliveries hve been mde to the stock exchnges.