Edgar Filing: OPPENHEIMER HOLDINGS INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]

FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-12

OPPENHEIMER HOLDINGS INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:

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3. Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number, or the form or
schedule and the date of its filing.

1. Amount previously paid:

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PRELIMINARY COPY

OPPENHEIMER HOLDINGS INC.
P.O. Box 2015, Suite 1110
20 Eglinton Avenue West
Toronto, Ontario
M4R 1K8

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders:

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting of Shareholders
of OPPENHEIMER HOLDINGS INC. (the "Corporation") will be held at The Toronto
Board of Trade Downtown Centre, 4th Floor, 1 First Canadian Place, 77 Adelaide
St. West, Toronto, Ontario on May 9, 2005, at the hour of 4:30 p.m. (Toronto
time) for the following purposes:

1. To receive the 2004 Annual Report including the consolidated financial
statements of the Corporation for the year ended December 31, 2004,
together with the Auditors' Report thereon;

2. To elect Directors;

3. To appoint PricewaterhouseCoopers LLP as auditors of the Corporation and
authorize the Directors to fix their remuneration;

4. To consider and, if deemed advisable, pass a resolution confirming
amendments to the Corporation's 1996 Equity Incentive Plan described in the
accompanying Management Information Circular;

5. To consider and, if deemed advisable, pass a resolution confirming the
adoption of the Oppenheimer & Co. Inc. Employee Share Plan described in the
accompanying Management Information Circular;

6. To consider and, if deemed advisable, pass a resolution authorizing the
issue of up to 139,313 Class A non-voting shares to the Oppenheimer & Co.
Inc. 401(k) Plan;

7. To consider and, if deemed advisable, pass a special resolution authorizing
the Corporation to apply for a Certificate of Continuance continuing the
Corporation under the Canada Business Corporations Act ("CBCA"), as
described in the accompanying Management Information Circular;

8. Subject to the approval and authorization of item 7 above, to consider and,
if deemed advisable, confirm By-Law Number 1 of the Corporation, being a
by-law relating generally to the transaction of the business and affairs of
the Corporation pursuant to and in accordance with the CBCA, as described
in the accompanying Management Information Circular;

9. To consider and, if deemed advisable, pass a resolution confirming the
Performance-Based Compensation Agreement described in the accompanying
Management Information Circular; and

10. To transact such other business as is proper to such meeting or any
adjournment thereof.

HOLDERS OF CLASS A NON-VOTING SHARES OF THE CORPORATION ARE ENTITLED TO
ATTEND AND SPEAK AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND, WITH THE
HOLDERS OF THE CLASS B VOTING SHARES, ARE ENTITLED TO VOTE ON THE RESOLUTIONS IN
ITEMS 4, 5 AND 6 ABOVE. HOLDERS OF CLASS A NON-VOTING SHARES ARE NOT ENTITLED TO
VOTE WITH RESPECT TO THE OTHER MATTERS REFERRED TO ABOVE.

Holders of Class A non-voting shares and Class B voting shares who are
unable to attend the meeting in person are requested to date, sign and return
the enclosed forms of proxy for use by holders of Class A non-voting shares and
Class B voting shares. Any shareholder dissenting from the special resolution to
continue the Corporation under the CBCA is entitled to be paid the fair value of
the shares held by the shareholder in respect of which the shareholder dissents,
as of the close of business on the day before the resolution was adopted. (See
Part 4 in the accompanying Management Information Circular titled "Continuance
From Provincial to Federal Jurisdiction").

Reference is made to the accompanying Management Information Circular for
details of the matters to be acted upon at the meeting and with respect to the
respective voting rights of the holders of the Class A non-voting shares and the
Class B voting shares.

DATED at Toronto, Ontario this 24th day of March, 2005.

(signed) A.W. OUGHTRED
Secretary

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PRELIMINARY COPY

OPPENHEIMER HOLDINGS INC.

MANAGEMENT INFORMATION CIRCULAR

(Note: All dollar amounts expressed herein are U.S. dollars
unless otherwise indicated)

THIS MANAGEMENT INFORMATION CIRCULAR (THE "CIRCULAR") IS FORWARDED TO
HOLDERS OF CLASS B VOTING SHARES (THE "CLASS B SHARES") AND CLASS A NON-VOTING
SHARES (THE "CLASS A SHARES") OF OPPENHEIMER HOLDINGS INC. (THE "CORPORATION")
IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF THE
CORPORATION FROM THE HOLDERS OF THE CLASS A SHARES AND THE CLASS B SHARES FOR
USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION (THE
"MEETING") TO BE HELD ON MAY 9, 2005, AT THE HOUR OF 4:30 P.M. (TORONTO TIME) AT
THE TORONTO BOARD OF TRADE DOWNTOWN CENTRE, 4TH FLOOR, 1 FIRST CANADIAN PLACE,
77 ADELAIDE ST. WEST, TORONTO, ONTARIO AND AT ANY ADJOURNMENTS THEREOF FOR THE
PURPOSES SET FORTH IN THE NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
(THE "NOTICE OF MEETING") WHICH ACCOMPANIES THIS CIRCULAR. THIS CIRCULAR IS
DATED MARCH 24, 2005, AND IS FIRST BEING MAILED TO SHAREHOLDERS ON OR ABOUT
MARCH [29], 2005.

The record date for the determination of shareholders entitled to receive
notice of the meeting is March 24, 2005. In accordance with the provisions of
the Business Corporations Act (Ontario) the Corporation will prepare a list of
holders of Class A Shares ("Class A Shareholders") and Class B Shares ("Class B
Shareholders") as of the record date. Class A and Class B Shareholders named in
the list will be entitled to vote the Class A Shares on matters on which such
Class A Shares are entitled to vote, and Class B Shares on all matters to be
voted on at the Meeting except to the extent that (a) the shareholder has
transferred any of the shareholder's Class A Shares and Class B Shares after the
record date and (b) the transferee of those shares produces properly endorsed
share certificates or otherwise establishes that the transferee owns such shares
and demands, not later than immediately before a vote on any matter, that the
transferee's name be included in the list, in which case the transferee of the
Class A Shares and Class B Shares will be entitled to vote such shares at the
Meeting.

It is planned that the solicitation will be initially by mail, but proxies
may also be solicited by employees of the Corporation. The cost of such
solicitation will be borne by the Corporation.

No person is authorized to give any information or to make any
representation other than those contained in this Circular and, if given or
made, such information or representation should not be relied upon as having
been authorized by the Corporation. The delivery of this Circular shall not,
under any circumstances, create an implication that there has not been any
change in the information set forth herein since the date of this Circular.
Except as otherwise stated, the information contained in this Circular is given
as of March 15, 2005.

The Corporation has distributed copies of the Notice of the Meeting, this
Circular, the enclosed forms of proxy for use by the Class A and Class B
Shareholders and its Annual Report for the year ended December 31, 2004 to
intermediaries such as clearing agencies, securities dealers, banks and trust
companies or their nominees for distribution to non-registered shareholders of
the Corporation whose shares are held by or in the custody of such
intermediaries. Intermediaries are required to forward these documents to
non-registered shareholders. The solicitation of proxies from non-registered
Class A and Class B Shareholders will be carried out by the intermediaries, or
by the Corporation if the names and addresses of Class A and Class B
Shareholders are provided by the intermediaries. The cost of such solicitation
will be borne by the Corporation. Non-registered Class A and Class B
Shareholders who wish to file proxies should follow the instructions of their
intermediary with respect to the procedure to be followed. Generally,
non-registered Class A and Class B Shareholders will either: (a) be provided
with a proxy executed by the intermediary, as the registered shareholder, but
otherwise uncompleted, and the non-registered holder may complete the proxy and
return it directly to the Corporation's transfer agent; or (b) be provided with
a request for voting instructions by the intermediary, as the registered
shareholder, then the intermediary must send to the Corporation's transfer agent
an executed proxy form completed in accordance with any voting instructions
received by it from the non-registered holder and may not vote in the event that
no instructions are received.

CLASS A SHARES AND CLASS B SHARES

The Corporation has authorized and issued Class A Shares and Class B Shares
which are equal in all respects except that Class A Shareholders, as such, are
not entitled to vote at meetings of shareholders of the Corporation unless
entitled to vote by law, pursuant to the Corporation's articles or as may be
required by regulatory authorities. With the exception of items 4, 5 and 6 of
the Notice of Meeting on which Class A Shareholders are entitled to vote in
accordance with the requirements of the Toronto Stock Exchange, Class A
Shareholders are not entitled to vote the Class A Shares owned or controlled by
them on the other matters identified in the Notice of Meeting to be voted on.
Where entitled to vote, the Class A Shareholders are entitled to one vote for
each Class A Share held.

Generally, Class A Shareholders are entitled to receive notices of all
meetings of shareholders of the Corporation and to attend and speak at such
meetings. In addition to notices of shareholders' meetings, Class A Shareholders
are entitled to receive all informational documentation sent to the Class B
Shareholders of the Corporation.

Class B Shareholders are entitled to one vote for each Class B Share held
at all meetings of shareholders except meetings at which only the holders of a
specified class of shares other than the Class B Shares are entitled to vote.

IN THE EVENT OF EITHER A "TAKE-OVER BID" OR AN "ISSUER BID" (AS THOSE TERMS
ARE DEFINED IN THE SECURITIES ACT OF ONTARIO) BEING MADE FOR THE CLASS B SHARES
AND NO CORRESPONDING OFFER BEING MADE TO PURCHASE CLASS A SHARES, THE CLASS A
SHAREHOLDERS WOULD HAVE NO RIGHT UNDER THE ARTICLES OF THE CORPORATION OR UNDER
ANY APPLICABLE STATUTE TO REQUIRE THAT A SIMILAR OFFER BE MADE TO THEM TO
PURCHASE THEIR CLASS A SHARES.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed forms of proxy (the "Management
Nominees") are directors and officers of the Corporation.

CLASS A AND CLASS B SHAREHOLDERS HAVE THE RIGHT TO APPOINT PERSONS, OTHER
THAN THE MANAGEMENT NOMINEES, WHO NEED NOT BE A SHAREHOLDER TO REPRESENT THEM AT
THE MEETING. TO EXERCISE THIS RIGHT, THE SHAREHOLDER MAY INSERT THE NAME OF THE
DESIRED PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY ACCOMPANYING
THIS CIRCULAR OR MAY SUBMIT ANOTHER FORM OF PROXY.

CLASS A SHARES AND CLASS B SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES
WILL BE VOTED BY THE MANAGEMENT NOMINEES ON ANY BALLOT THAT MAY BE CALLED FOR,
UNLESS THE SHAREHOLDER HAS DIRECTED OTHERWISE, FOR THE RESOLUTIONS CONFIRMING
THE AMENDMENTS TO THE CORPORATION'S 1996 EQUITY INCENTIVE PLAN (ITEM 4 IN THE
NOTICE OF MEETING), CONFIRMING THE ADOPTION OF THE OPPENHEIMER & CO. INC.
("OPPENHEIMER") EMPLOYEE SHARE PLAN (ITEM 5 IN THE NOTICE OF MEETING), AND
AUTHORIZING THE ISSUE OF CLASS A SHARES TO THE OPPENHEIMER 401(K) PLAN (ITEM 6
IN THE NOTICE OF MEETING).

CLASS B SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES WILL BE VOTED BY
THE MANAGEMENT NOMINEES ON ANY BALLOT THAT MAY BE CALLED FOR, UNLESS THE
SHAREHOLDER HAS DIRECTED OTHERWISE, (I) FOR THE ELECTION OF DIRECTORS (ITEM 2 IN
THE NOTICE OF MEETING), (II) FOR THE APPOINTMENT OF AUDITORS AND AUTHORIZING THE
DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS (ITEM 3 IN THE NOTICE OF
MEETING), (III) FOR THE SPECIAL RESOLUTION AUTHORIZING THE CONTINUATION OF THE
CORPORATION UNDER THE CANADA BUSINESS CORPORATIONS ACT (THE "CBCA") (ITEM 7 IN
THE NOTICE OF MEETING), (IV) SUBJECT TO THE APPROVAL OF (III) ABOVE, TO CONFIRM
BY-LAWS RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF THE
CORPORATION PURSUANT TO AND IN ACCORDANCE WITH THE CBCA (ITEM 8 IN THE NOTICE OF
MEETING), AND (V) FOR THE CONFIRMATION OF THE PERFORMANCE-BASED COMPENSATION
AGREEMENT (ITEM 9 IN THE NOTICE OF MEETING).

It is not intended to use the proxies hereby solicited for the purpose of
voting upon the consolidated financial statements of the Corporation for the
year ended December 31, 2004, or the report of the auditors thereon.

Each form of proxy confers discretionary authority with respect to
amendments or variations to matters identified in the Notice of Meeting to which
the proxy relates and other matters which may properly come before such Meeting.
Management knows of no matters to come before the Meeting other than the matters
referred to in the Notice of Meeting. However, if matters which are not known to
the management should properly come before the Meeting, the proxies will be
voted on such matters in accordance with the best judgment of the person or
persons voting the proxies.

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A shareholder who has given a proxy has the power to revoke it prior to the
commencement of the Meeting by depositing an instrument in writing executed by
the shareholder or by the shareholder's attorney authorized in writing either at
the registered office of the Corporation at any time up to and including the
last business day preceding the day of the Meeting, or any adjournment thereof,
or with the Chairman of the Meeting on the day of the Meeting or any adjournment
thereof or in any other manner permitted by law. A shareholder who has given a
proxy has the power to revoke it after the commencement of the Meeting as to any
matter on which a vote has not been cast under the proxy by delivering written
notice of revocation to the Chairman of the Meeting.

A shareholder who has given a proxy may also revoke it by signing a form of
proxy bearing a later date and returning such proxy to the Secretary of the
Corporation at the registered office of the Corporation prior to the
commencement of the Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The authorized capital of the Corporation includes 99,680 Class B Shares
all of which are issued and outstanding as at March 10, 2005 and an unlimited
number of Class A shares of which 13,297,671 Class A shares were outstanding as
at March 10, 2005.

The following table sets forth certain information regarding the beneficial
ownership of each class of shares of the Corporation as at March 10, 2005, with
respect to (i) each person known by the Corporation to beneficially own, or
exercise control or discretion over, more than 5% of any class of the
Corporation's shares, (ii) each of the Corporation's directors, (iii) each of
the Corporation's and its subsidiaries' executive officers named in the Summary
Compensation Table set forth herein and (iv) the directors and executive
officers as a group.

For purposes of the table, beneficial ownership is determined pursuant to
Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended, pursuant to
which a person or group of persons is deemed to have "beneficial ownership" of a
class of outstanding shares which such person or group has the right to acquire
within 60 days after March 10, 2005. The percentage of shares deemed outstanding
is based on 13,297,671 Class A Shares and 99,680 Class B Shares outstanding as
at March 10, 2005. In addition, for purposes of computing the percentage of
Class A Shares owned by each person, the percentage includes all Class A Shares
issuable upon the exercise of outstanding options held by such persons within 60
days after March 10, 2005.

There are no outstanding rights to acquire beneficial ownership of any
Class B Shares.

CLASS A SHARES CLASS B SHARES
---------------- --------------
NAME OF BENEFICIAL OWNER SHARES % SHARES %
------------------------ --------- ---- ------ ----

Private Capital Management, L.P. .......................... 3,833,339 28.8% -- --
AIC Limited ............................................... 1,626,851 12.2 -- --
Olga Roberts (1) .......................................... 324,955 2.4 44,309 44.4%
Albert G. Lowenthal (2) ................................... 2,786,643 21.0 50,975 51%
J.L. Bitove (3) ........................................... 63,080 * 20 *
R. Crystal (4) ............................................ 20,200 * -- --
K.W. McArthur (5) ......................................... 52,750 * -- --
R. Neuhoff (6) ............................................ 74,057 * -- --
R. Okin (7) ............................................... 6,468 * -- --
A.W. Oughtred (8) ......................................... 16,000 *
E.K. Roberts (9) .......................................... 181,094 1.4 116 *
B. Winberg (10) ........................................... 16,900 * -- --
Executive Officers and Directors as a group (8 persons) ... 3,217,192 24.2% 51,011 51%

----------
* Less than 1%

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(1) With respect to the Class B Shares, Mrs. Roberts, who is the mother of
Elaine Roberts, President of the Corporation, owns 100 Class B Shares
directly and 44,209 Class B Shares indirectly through Elka Estates Limited,
an Ontario corporation ("Elka"), which is wholly-owned by Mrs. Roberts.
With respect to the Class A Shares, Mrs. Roberts owns 41,900 Class A Shares
directly and 283,055 Class A Shares through Elka.

(2) With respect to the Class A Shares, Mr. Lowenthal is the sole general
partner of Phase II Financial L.P., a New York limited partnership, which
is the record holder of 2,736,430 Class A Shares. Mr. Lowenthal holds
11,347 Class A Shares through the Oppenheimer 401(k) Plan, and 1,366 Class
A Shares directly and 37,500 Class A Shares are beneficially owned in
respect of Class A Shares issuable upon exercise of options issued under
the Corporation's 1996 Equity Incentive Plan (the "Equity Incentive Plan").
With respect to the Class B Shares, Phase II Financial Limited, an Ontario
corporation wholly-owned by Mr. Lowenthal, is the holder of record of all
such shares.

(3) Mr. Bitove holds 50,480 Class A Shares directly, 100 Class A Shares
indirectly through JB's Investments Inc. and 12,500 Class A Shares are
beneficially owned in respect of Class A Shares issuable upon exercise of
options issued under the Equity Incentive Plan.

(4) Mr. Crystal owns 2,700 Class A Shares directly and 17,500 Class A Shares
are beneficially owned in respect of Class A Shares issuable upon exercise
of options issued under the Equity Incentive Plan.

(5) Mr. McArthur owns 20,000 Class A Shares directly, 29,000 Class A Shares are
held through Shurway Capital and 3,750 Class A Shares are beneficially
owned in respect of Class A Shares issuable on the exercise of options
issued under the Equity Incentive Plan.

(6) Mr. Neuhoff owns 50,145 Class A Shares directly, 5,162 Class A Shares
through the Oppenheimer 401(k) Plan and 18,750 Class A Shares are
beneficially owned in respect of Class A Shares issuable upon exercise of
options issued under the Equity Incentive Plan.

(7) Mr. Okin owns 218 Class A Shares through the Oppenheimer 401(k) Plan and
6,250 Class A Shares are beneficially owned in respect of Class A Shares
issuable upon exercise of options issued under the Equity Incentive Plan.

(8) Mr. Oughtred owns 3,500 Class A Shares directly and 12,500 Class A Shares
are beneficially owned in respect of Class A Shares issuable upon exercise
of options issued under the Equity Incentive Plan.

(9) Ms. Roberts owns 178,594 Class A Shares directly and 2,500 Class A Shares
are beneficially owned in respect of Class A Shares issuable upon exercise
of options issued under the Equity Incentive Plan.

(10) Mr. Winberg owns 4,400 Class A Shares directly and 12,500 Class A Shares
are beneficially owned in respect of Class A Shares issuable upon exercise
of options issued under the Equity Incentive Plan.

There are no arrangements, known to the Company, the operation of which may
at a subsequent date result in a change of control of the Company.

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
ten percent of a registered class of the Corporation's equity securities, to
file by specific dates with the Securities Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of equity
securities of the Corporation. Officers, directors and greater than ten percent
Shareholders are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms that they file. The Corporation is required to
report in this Circular any failure of its directors and executive officers and
greater than ten percent Shareholders to file by the relevant due date any of
these reports during the preceding fiscal year (or, to the extent not previously
disclosed, any prior fiscal year).

To the Corporation's knowledge, based solely on review of copies of such
reports furnished to the Corporation during the fiscal year ended December 31,
2004 and representations made to the Corporation by such persons, all Section
16(a) filing requirements applicable to the Corporation's officers, directors
and greater than ten percent Shareholders were complied with, except that one
director who was automatically granted stock options under the Equity Incentive
Plan and not notified of such grants, failed to report such grants until advised
of same by the Corporation.

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Class A Shares authorized for issuance under the Equity Incentive Plan as
at December 31, 2004 are set out below. All Class A Shares authorized under the
Plan have been approved by the shareholders of the Company.

Number of securities to be Number of securities remaining
issued upon exercise of Weighted average exercise price available for future issuance under
outstanding options of outstanding options the Equity Incentive Plan
-------------------------- ------------------------------- ------------------------------------

1,659,370 $27.19 540,042

A description of the Equity Incentive Plan appears in Note 12 of the
Company's financial statements for the year ended December 31, 2004. The Company
does not have any warrants or rights outstanding as at December 31, 2004.

MR. A.G. LOWENTHAL AND MRS. OLGA ROBERTS HAVE ADVISED THE CORPORATION THAT
THEY INTEND TO VOTE ALL OF THE CLASS A AND CLASS B SHARES OWNED AND CONTROLLED
BY THEM FOR THE MATTERS REFERRED TO IN THE NOTICE OF MEETING TO BE VOTED ON AT
THE MEETING.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. ELECTION OF DIRECTORS

The Board of Directors of the Corporation currently consists of seven
directors to be elected annually. The term of office for each director is from
the date of the meeting at which the director is elected until the close of the
next annual meeting of shareholders or until his or her successor is duly
elected or appointed, unless his or her office is earlier vacated in accordance
with the by-laws of the Corporation.

Pursuant to a Stakeholders Agreement dated December 9, 2002 between the
Corporation, Canadian Imperial Bank of Commerce ("CIBC") and others, CIBC has
the right to have two of its designees nominated for election to the
Corporation's Board at the Meeting. CIBC has informed the Corporation that it
does not wish to exercise this right at the Meeting.

The Nominating/Corporate Governance Committee of the Board (the
"Committee") has recommended and the directors have determined that seven
directors are to be elected at the Meeting. Management does not contemplate that
any of the nominees named below will be unable to serve as a director, but, if
such an event should occur for any reason prior to the Meeting, the Management
Nominees reserve the right to vote for another nominee or nominees in their
discretion. The following sets out information with respect to the proposed
nominees for election as directors as recommended by the Committee, in
accordance with the Nominating/Corporate Governance Committee Charter. The
Committee has reported that it is satisfied that each of the nominees (who have
served on the Board for the period indicated below) is fully able and fully
committed to serve the best interests of the Corporation's shareholders. The
Nominating/Corporate Governance Committee Charter appears at www.opco.com.

POSITIONS AND OFFICES
PROVINCE/STATE, HELD WITH OCCUPATION FOR YEAR BECAME
NAME COUNTRY OF RESIDENCE AGE THE CORPORATION PREVIOUS 5 YEARS DIRECTOR
---- -------------------- --- ---------------------- -------------------------- -----------

J.L. Bitove....... Florida, USA 77 Director Retired Executive 1980

R. Crystal........ New York, USA 64 Director Partner, Brown Raysman 1992
Millstein Felder & Steiner
LLP (law firm)

A.G. Lowenthal.... New York, USA 59 Chairman of the Board Chairman of the Board and 1985
and Chief Executive Chief Executive Officer of
Officer and Director the Corporation and
Oppenheimer

K.W. McArthur..... Ontario, Canada 69 Lead Director President and Chief 1996
Executive Officer, Shurway
Capital Corporation
(private investment
company)

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A.W. Oughtred..... Ontario, Canada 62 Secretary and Director Partner, Borden Ladner 1979
Gervais LLP (law firm)

E.K. Roberts...... Ontario, Canada 53 President, Treasurer President and Treasurer of 1977
and Director the Corporation

B. Winberg........ Ontario, Canada 80 Director President, Rockport 1979
Holdings Limited (real
estate development)

NOTES:

1. There is no Executive Committee of the Board of Directors. Messrs. J.L.
Bitove, K.W. McArthur and B. Winberg are members of the Audit Committee.
Messrs. J.L. Bitove, K.W. McArthur, B. Winberg and R. Crystal are members
of the Nominating/Corporate Governance Committee. Messrs. J.L. Bitove and
B. Winberg are members of the Compensation and Stock Option Committee.

2. The numbers of Class A and Class B Shares owned by the nominees appear
under "Security Ownership of Certain Beneficial Owners and Management"
above.

3. A.W.Oughtred is a partner in the law firm of Borden Ladner Gervais LLP and
Richard Crystal is a partner in the law firm of Brown Raysman Millstein
Felder & Steiner LLP, both of which firms provide legal services to the
Corporation and its subsidiaries. The billings to the Corporation in 2004
by each of these firms were less than 1% of each firm's 2004 total
billings.

DIRECTORS' AND OFFICERS' INSURANCE

The Corporation carries liability insurance for its directors and officers
and the directors and officers of its subsidiaries. Between November 30, 2003
and November 30, 2004, the Corporation's aggregate insurance coverage was
increased to $20 million with a $2.5 million deductible at an aggregate annual
premium of $463,229. This coverage was renewed for a further year effective
November 30, 2004 at an aggregate annual premium of $591,000.

Under the by-laws of the Corporation, the Corporation is obligated to
indemnify the directors and officers of the Corporation and its subsidiaries to
the maximum extent permitted by the Business Corporations Act (Ontario). The
Corporation has entered into indemnity agreements with each of its directors
providing for such indemnities.

DIRECTORS COMPENSATION

In the year ending December 31, 2004, the Corporation paid directors' fees
as follows:

Annual Retainer Fee............... -- $15,000
Board and Committee Meeting Fees.. -- $1,500 per meeting attended in person
-- $500 per meeting attended by telephone
Committee Chairs.................. -- $5,000 per year
Lead Director..................... -- $5,000 per year
Members of Audit Committee........ -- $2,500 per year
(other than chairman)

In 2004, the directors were paid directors' fees of $264,000 in the
aggregate. Directors are reimbursed for travel and related expenses incurred in
attending board and committee meetings. The directors who are not employees of
the Corporation and its subsidiaries are also entitled to the automatic grant of
stock options under the Equity Incentive Plan pursuant to a formula set out in
the Plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following sets out information with respect to the Corporation's
compensation plans under which Class A Shares are authorized for issuance:

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EQUITY COMPENSATION PLAN INFORMATION AS AT FEBRUARY 28, 2005

NUMBER OF CLASS A SHARES
NUMBER OF CLASS A SHARES TO BE WEIGHTED-AVERAGE EXERCISE REMAINING AVAILABLE FOR FUTURE
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING OPTIONS, ISSUANCE UNDER EQUITY
OUTSTANDING OPTIONS, AND AND CONDITIONAL ISSUES OF COMPENSATION PLANS (EXCLUDING
CONDITIONAL ISSUES OF SHARES SHARES SECURITIES REFLECTED IN COLUMN
PLAN CATEGORY (A) (B) (A)) (C)
----------------------------------- ------------------------------ ----------------------------- -------------------------------

EQUITY COMPENSATION PLANS APPROVED
BY SHAREHOLDERS:

(I) 1996 EQUITY INCENTIVE PLAN 1,840,681 $26.91 308,244

(II) CONDITIONAL ISSUE OF SHARES TO
EMPLOYEES 31,110 $22.50 --

EQUITY COMPENSATION PLANS NOT
APPROVED BY SHAREHOLDERS:

OPPENHEIMER EMPLOYEE SHARE PLAN(1) 10,137 $24.45 739,863

(1) To be considered, and if deemed advisable, approved, at the Meeting (See
"Stock Based Compensation Arrangements").

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE
AND (2) OTHER PROGRAMS

The following sets out information with respect to the indebtedness of
directors and executive officers under securities purchase and other programs.
At December 31, 2004 and since that date none of the directors and the executive
officers of the Corporation were or have been indebted to the Corporation.

FINANCIALLY
LARGEST ASSISTED
AMOUNT SECURITIES AMOUNT
OUTSTANDING PURCHASES FORGIVEN
DURING MOST AMOUNT DURING MOST DURING MOST
RECENTLY OUTSTANDING AS RECENTLY RECENTLY
NAME AND INVOLVEMENT OF COMPLETED AT MARCH 15, COMPLETED COMPLETED
PRINCIPAL COMPANY OR FINANCIAL YEAR 2005 FINANCIAL YEAR SECURITY FOR FINANCIAL YEAR
POSITION SUBSIDIARY ($) ($) (#) INDEBTEDNESS ($)
(A) (B) (C) (D) (E) (F) (G)
--------- -------------- -------------- -------------- -------------- ------------ --------------

Securities Purchase Programs

N/A

Other Programs

A.G. Lowenthal, Oppenheimer $ 26,401 nil nil Margined nil
Chairman and CEO Margin Account securities
of the Company
and Oppenheimer

R. Okin Oppenheimer $231,132 nil nil Margined nil
Executive Vice Margin Account securities
President of
Oppenheimer

-9-

President of
Oppenheimer

During the year 2004 certain of the directors, executive officers and senior
officers of the Company, Oppenheimer and Oppenheimer Asset Management Inc.
maintained margin accounts with Oppenheimer in connection with the purchase of
securities (including securities of the Company) which margin accounts are
substantially on the same terms, including interest rates and collateral, as
those prevailing from time to time for comparable transactions with
non-affiliated persons and do not involve more than the normal risk of
collectibility.

2. APPOINTMENT OF AUDITORS

PricewaterhouseCoopers LLP has served as the auditors of the Corporation
since 1993. PricewaterhouseCoopers LLP has advised the Corporation that neither
the firm nor any of its members or associates has any direct financial interest
or any material indirect financial interest in the Corporation or any of its
affiliates other than as accountants. Representatives of PricewaterhouseCoopers
LLP are expected to be present at the Meeting with the opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.

The fees billed to the Corporation and its subsidiaries by
PricewaterhouseCoopers LLP during the years 2003 and 2004 were as follows:

YEAR ENDED DECEMBER 31,
-----------------------
2004 2003
---------- --------

Audit fees ........... $1,075,000 $827,500
Audit-related fees ... 50,000 50,000
Tax fees ............. nil nil
All other fees ....... nil nil
$1,125,000 $877,500

The Annual Audit Fees include the fees for the audit of the Corporation's
annual consolidated financial statements for the year 2004 and the review of the
quarterly financial statements included in the Forms 10-Q filed by the
Corporation during the year and the interim reports to shareholders sent to
shareholders during the year. Other Audit Related Fees include fees for audits
of the Corporation's employee benefit plans. During 2003 and 2004, the
Corporation retained Ernst & Young LLP to provide tax related services to the
Corporation.

The Audit Committee has the sole authority and responsibility to nominate
independent auditors for appointment by shareholders, and to recommend to
shareholders that independent auditors be removed. The Audit Committee has
nominated PricewaterhouseCoopers LLP for appointment as the Corporation's
auditors by the shareholders at the Meeting.

The Board has delegated to the Audit Committee the approval of all audit
engagement fees and terms as well as the approval of all non-audit engagements
and engagement fees provided by independent auditors. The process begins prior
to the commencement of the audit. The fees described above were 100%
pre-approved by the Audit Committee.

3. SHARE BASED COMPENSATION ARRANGEMENTS

Each of the matters referred to in (a), (b) and (c) below involve the
approval of the issue of Class A Shares to or for the benefit of employees of
the Corporation and its subsidiaries as part of their compensation. It is a
requirement of the New York Stock Exchange (the "NYSE") that these terms require
the approval of the holders of the Class B Shares and of the Toronto Stock
Exchange (the "TSX") that these terms require the approval of the Class A and
Class B Shares voting together.

-10-

(a) Equity Incentive Plan Amendment

Class A and Class B Shareholders of the Corporation are being asked at the
Meeting to consider and, if deemed advisable, pass the resolution which appears
as Schedule A-1 to this Circular confirming an amendment to the Equity Incentive
Plan made by the directors on March 10, 2005 increasing the number of Class A
Shares that may be issued under the Equity Incentive Plan on the exercise of
options by 400,000 Class A Shares. Assuming shareholder and regulatory approval
of this increase, as at March 10, 2005, the Corporation would have options
outstanding to purchase 1,840,681 Class A Shares (13.8% of the issued Class A
and Class B Shares) and could, without obtaining further shareholder approval,
grant options on up to a further 708,244 Class A Shares (5.3% of the issued
Class A and Class B Shares).

Employees of the Corporation and its subsidiaries whose responsibilities
and decisions, in the judgement of the Compensation and Stock Option Committee
(the "Compensation Committee") of the Board, affect the management, growth,
performance or profitability of the Company or of its subsidiaries are eligible
to participate in the Stock Option Plan. The maximum number of Class A Shares
which may be issuable in any one-year period under the Stock Option Plan or
under any other share-based compensation arrangement of the Corporation to
Insiders (as defined in the Stock Option Plan) as a group may not exceed 10% of
the issued Class A and Class B Shares or to any one Insider may not exceed 5% of
the issued Class A and Class B shares. The aggregate number of Class A Shares
issuable under options held by any one optionee in any 60-month period may not
exceed 500,000. The exercise price of options granted under the Stock Option
Plan, except as stated below, is the closing price on the TSX or the NYSE of the
Class A Shares on the date of grant (the "Exercise Price"). The exercise price
of any "incentive stock option" (for United States tax purposes) granted to any
individual who owns shares carrying more than 10% of the total combined voting
power of all issued shares of the Corporation shall be 110% of the Exercise
Price.

The terms of options granted under the Stock Option Plan and their vesting
rights are within the discretion of the Committee provided that options may not
have a term of more than 10 years. Normally options are granted for five-year
terms and vest as to 25% after two years, 50% after three years, 75% after four
years and 100% after four and one-half years from the date of grant.

If an optionee's employment is terminated for cause, the unexercised
portion of any options held are terminated on the date of termination of
employment. If the optionee's employment is terminated other than for cause, the
unexercised portion of his option may be exercised within three months of
termination of employment. If the optionee's employment is terminated by reason
of disability or death, the unexercised portion of the option may be exercised
within one year.

The Corporation does not provide financial assistance to employees under
the Stock Option Plan.

The Board has the authority to amend or terminate the Stock Option Plan at
any time except that no amendment shall increase the number of shares issuable
under the Plan, change the class of employees entitled to options, decrease the
option price or extend the term of the Stock Option Plan without shareholder
approval.

The grant of stock options under the Plan is a significant component of the
Corporation's compensation program for the executive officers of the Corporation
and its subsidiaries and for certain of Oppenheimer's investment executives. The
granting of stock options to key personnel is intended to align their interests
with those of the Class A Shareholders. Accordingly, the number of Class A
Shares underlying existing options and reserved for future option grants as a
percentage of the issued Class A and Class B Shares might be perceived as being
relatively high. The Board and the Compensation and Stock Option Committee
recognize this and have adopted a policy of maintaining the percentage of
optioned Class A Shares plus Class A Shares reserved for future options, at any
one time, to not more than 20% of the number of issued Class A and Class B
Shares. The Corporation purchases and will continue to purchase Class A Shares
for cancellation, from time to time at prices deemed appropriate, pursuant to
the Corporation's normal course issuer bid, thus offsetting, at least in part,
the issue of Class A Shares under the Plan. The Corporation has established a
stock appreciation rights plan under which certain employees are granted stock
appreciation rights which reduces the number of stock options granted each year.

-11-

Copies of the Plan and the amendment to the Plan described above may be
obtained from the Corporation's registered office at:

20 Eglinton Avenue West
Suite 1110, P.O. Box 2015
Toronto, Ontario M4R 1K8
Telephone: (416) 322-1515
Facsimile: (416) 322-7007
Email: investorrelations@opy.ca

To be effective the resolution attached as Schedule A-1 must be passed by a
simple majority of the votes cast by the Class A and Class B Shareholders voting
together at the Meeting.

(b) Oppenheimer Employee Share Plan

On March 10, 2005, the Board approved an Employee Share Plan (the "Employee
Share Plan") for employees of the Corporation and its subsidiaries resident in
the United States, a copy of which is attached as Schedule B. The purpose of the
Employee Share Plan is to assist the operating subsidiaries of the Corporation
to attract, retain and provide incentives to key management employees. Under the
Employee Share Plan, the Committee may grant "Restricted Stock Awards" to
eligible employees as a portion of employee compensation. Restricted Stock
Awards are awards granted under the Employee Share Plan of Class A Shares, the
transferability of which is subject to "Transfer Restrictions" which are
restrictions on the transfer of such Class A Shares established by the
Committee. Class A Shares awarded as Restricted Stock Awards may be Class A
Shares purchased for the account of employees in the market or Class A Shares
issued from treasury. Typically, the Transfer Restrictions imposed will be to
restrict the employee from selling the Class A Shares for a period of time
during which the employee will have had to remain an employee of the
Corporation. If the conditions attaching to the Transfer Restrictions are not
met with respect to Class A shares issued from treasury, the employee forfeits
the issued Class A Shares and they would be cancelled.

Up to 750,000 Class A Shares may be issued from treasury under the Employee
Share Plan. Class A Shares issued from treasury will be issued as part of
employee compensation at market price at the date of issue.

All of the terms of the Employee Share Plan which is attached as Schedule B
are set out therein.

Class A and Class B Shareholders are accordingly being asked at the Meeting
to consider and, if deemed advisable, pass the resolution which appears as
Schedule A-2 approving the Employee Share Plan.

To be effective, the resolution attached as Schedule A-2 must be passed by
a simple majority of the votes cast by the Class A and Class B Shareholders
voting together.

Oppenheimer maintains a 401(k) Plan (the "401(k) Plan") for its employees
and those of its subsidiaries in the United States as a retirement plan in
accordance with the provisions of the United States Internal Revenue Code.
Oppenheimer and its eligible employees make contributions to the 401(k) Plan
which is administered by Trustees. Participants in the 401(k) Plan are entitled
to direct the investment of the funds in the 401(k) Plan held for their accounts
from a selection of investments designated by Oppenheimer including Class A
Shares issued from treasury. Prior to year-end the Board conditionally issues
Class A Shares to the 401(k) Plan at the closing price on the NYSE on the date
of conditional issue. At the end of the year participants select their
investments and, where Class A Shares are selected, the Corporation issues Class
A Shares to the 401(k) Plan at the price set as at the date of conditional
issue.

On May 12, 2003, the Class B shareholders, in accordance with what were
then the TSX requirements, authorized the issue of up to 200,000 Class A Shares
to the 401(k) Plan. Since then, 139,313 Class A Shares have been issued to the
401(k) Plan and it is anticipated that a further 180,000 Class A Shares will be
required for the 401(k) Plan for the next several years.

Accordingly, Class A and Class B shareholders are being asked to consider
and, if deemed advisable, pass the resolution which appears as Schedule A-3
authorizing the issue, from time to time, of up to an additional 180,000 Class A
Shares to the 401(k) Plan at the closing NYSE price on the dates of conditional
issue.

-12-

To be effective the resolution attached as Schedule A-3 must be passed by a
simple majority of the votes cast by the Class A and Class B shareholders voting
together.

4. CONTINUANCE FROM PROVINCIAL TO FEDERAL JURISDICTION

The Corporation is a holding corporation. The active business of the
Corporation is carried on by its United States subsidiaries, principally
Oppenheimer. Essentially all of the consolidated assets of the Corporation are
in the United States. The Class A Shares are listed on the NYSE and the TSX.

The Corporation is currently incorporated under and governed by and in
accordance with the provisions of the Ontario Business Corporations Act (the
"OBCA"). The Board has recommended that the Corporation apply under the CBCA for
an instrument of continuance continuing the Corporation as if it had been
incorporated under the CBCA. Such continuance is designed and expected to
improve efficiency and lessen costs associated with certain administrative and
governmental filing requirements. Recent amendments to the CBCA Regulations that
are expected to come into force imminently will permit the Corporation to
prepare financial statements and an auditor's report in accordance with US GAAP.
Currently under the OBCA, the Corporation must prepare such financial statements
in accordance with Canadian GAAP. As the Corporation's business is carried on by
its US subsidiaries and its Class A Shares are listed in the NYSE, the
Corporation is required to report in accordance with US GAAP.

The Corporation wishes to add additional US directors to its Board. The
OBCA requires that a majority of the Corporation's directors be resident
Canadians while the CBCA requires that only 25% of directors must be resident
Canadians. Accordingly, under the CBCA the Corporation may add additional US
directors provided that at least 25% of its directors are resident Canadians
rather than a majority as required under the OBCA.

In connection with the continuance, the laws of Canada provide in effect
that among other things, upon continuance the property of the Corporation
continues to be the property of the Corporation, the Corporation continues to be
liable for obligations of the Corporation, that an existing cause of action,
claim or liability to prosecution is unaffected, a civil criminal or
administrative proceeding pending by or against the Corporation may be continued
to be prosecuted by or against the Corporation and a conviction against the
Corporation may be enforced against the Corporation or a ruling, order of
judgement in favour of or against the Corporation may be enforced by or against
the Corporation. In accordance with the terms and provisions of the OBCA, the
application for continuance must be authorized by special resolution of the
holders of the Class B Shares. Notwithstanding such authorization, such
continuance is subject to the consent of the Corporations Tax Branch of the
Ministry of Revenue (Ontario) and the Ontario Securities Commission.

Subject to the Corporation obtaining the authorizations and consents
referred to above, the Corporation shall apply for a certificate of continuance
to be issued pursuant to the provisions of the CBCA. On the date shown in the
certificate of continuance, the Corporation becomes a corporation to which the
CBCA applies, as if it had been incorporated under the CBCA.

Canadian corporate governance standards are among the most rigorous in the
world. In Canada, important actions have been taken by governments, securities
regulators and self-regulating bodies to ensure that Canada's legislative and
regulatory framework responds to the needs of investors and continues to foster
the efficiency of the capital markets. Reforms have touched on a number of areas
including enforcement, financial reporting and disclosure, the audit process,
management accountability and governance structure. As an integral part of these
reform initiatives, the Government of Canada has publicly stated that it is
committed to ensuring that corporate governance standards of CBCA companies
remain of the highest order.

More than 155,000 businesses, including about half of the 100 largest
corporations in Canada are incorporated under the CBCA and there are
approximately 225 CBCA corporations listed on the Toronto Stock Exchange. As an
illustration of the significance of CBCA corporations in the Canadian
marketplace, eighteen of the top forty corporations in Canada, in terms of
market capital, are CBCA companies. The combined market capital of these firms
in 2002 was in excess of $230 billion.

A form of the proposed Application for Authorization to Continue in Another
Jurisdiction is attached to this Circular as Schedule C. This Application, if
approved by the Class B Shareholders, will constitute the articles of the
Corporation.

Class B Shareholders of the Corporation are being asked at the Meeting to
consider and, if deemed advisable, pass the special resolution which appears as
Schedule A-4 to this Circular authorizing the continuance of the Corporation as
if it had been incorporated

-13-

under the CBCA. To be effective, the special resolution attached as Schedule A-4
must be passed by at least two-thirds of the votes cast by Class B Shareholders
at the Meeting.

Each Class B Shareholder is entitled to be paid the fair value of all, but
not less than all, of the Class B Shares held by such Class B Shareholder in
accordance with section 185 of the OBCA if the Class B Shareholder dissents to
the resolution proposed to continue the Corporation as if it had been
incorporated under the CBCA, and if such continuance becomes effective. Class B
Shareholders are not entitled to dissent with respect to their respective Class
B Shares if they vote any of such shares in favour of the continuance or if the
directors do not act to implement the special resolution for continuance. A
brief summary of the provisions of section 185 of the OBCA is set out below. The
following summary does not purport to provide a comprehensive statement of the
procedures to be followed by a dissenting shareholder who seeks to exercise
dissent rights. Section 185 of the OBCA requires strict adherence to the
procedures established therein and failure to do so may result in the loss of
dissent rights. Accordingly, each shareholder who might desire to exercise
dissent rights should carefully consider and comply with the provisions in those
sections, the full text of which is available from the Corporation at
investorrelations@opy.ca, or by mail to Oppenheimer Holdings Inc., 20 Eglinton
Avenue West, Suite 1110, P.O. Box 2015, Toronto, Ontario, M4R 1K8.

Each dissenting Class B Shareholder who wishes to exercise dissent rights
is required to send a written objection to the special resolution authorizing
continuance at or prior to the Meeting to the address provided in the
immediately preceding paragraph. The execution or exercise of a proxy does not
constitute a written objection for the purposes of section 185 of the OBCA.
Within ten days after the special resolution is adopted by the Class B
Shareholders, the Corporation must so notify each of the dissenting Class B
Shareholders who is then required, within twenty days after receipt of such
notice (or, if such person does not receive such notice, within twenty days
after learning of the adoption of the special resolution), to send to the
Corporation a written notice containing that person's name and address, the
number of shares in respect of which that person dissents and a demand for
payment of the fair value of such shares. Within thirty days after sending such
written notice, the dissenting Class B Shareholder must also send to the
Corporation any share certificate or certificates held by the Class B
Shareholder representing all of that person's shares. If the transaction
contemplated in the special resolution becomes effective, the Corporation is
required to determine the fair value of the shares and to make a written offer
to pay such amount to the Class B Shareholder. If such offer is not made or not
accepted within thirty days, any Class B Shareholder may apply to the Court to
fix the fair value of the shares. There is no obligation on the Corporation to
apply to the Court. If any application is made, the dissenting Class B
Shareholder will be entitled to be paid the amount fixed by the Court.

5. CONFIRMATION OF BY-LAW NUMBER 1

On March 10, 2005, the directors of the Corporation passed new By-Law
Number 1 of the Corporation to take effect upon the continuation of the
Corporation under the CBCA. By-Law Number 1, which repeals the existing by-laws
of the Corporation, provides generally for the transaction of the business and
affairs of the Corporation as a CBCA corporation. A copy of new By-Law Number 1
is attached to this Circular as Schedule D.

Accordingly, Class B Shareholders are being asked to consider and, if
deemed advisable, pass the resolution which appears as Schedule A-5 to this
Circular confirming By-Law Number 1 subject to the continuation of the
Corporation under the CBCA. To be effective, the resolution must be passed by a
simple majority of the votes cast by the Class B Shareholders at the Meeting.

6. AMENDED AND RESTATED PERFORMANCE-BASED COMPENSATION AGREEMENT

The Corporation and Mr. A. G. Lowenthal are parties to a Performance-Based
Compensation Agreement dated as of January 1, 2001 (the "2001 Comp Agreement")
which expires on December 31, 2005. The 2001 Comp Agreement was approved by the
Class B shareholders on May 14, 2001. Because the 2001 Comp Agreement expires on
December 31, 2005, the Compensation Committee, which administers the 2001 Comp
Agreement, has proposed and the Board on March 10, 2005 has approved an
amendment and restatement of the 2001 Comp Agreement for a new term ending on
December 31, 2010. The Amended and Restated Performance-Based Compensation
Agreement dated as of March 15, 2005 between Mr. Lowenthal and the Corporation
(the "New Agreement") proposed by the Compensation Committee and approved by the
Board is attached as Schedule E. The New Agreement will not become effective
until approved by the Class B shareholders. The terms of the New Agreement are
substantially similar to the terms of the 2001 Comp Agreement except for the
extended termination date of December 31, 2010 and a delay in the timing of any
payment made on account of the termination of Mr. Lowenthal's employment with
the Corporation, as necessary to comply with the requirements of Section 409A of
the U.S. Internal Revenue Code. The New Agreement, like the 2001 Comp Agreement,
provides that a portion of Mr. Lowenthal's compensation will be performance
driven in a manner that aligns that portion of his compensation with the
performance of the Corporation and the long-term interests of the Corporation.
At the beginning of each year the Committee

-14-

establishes objective performance goals based on one or more of the
Corporation's return on equity, net profit and the increase in the market value
of the Class A Shares. The performance-based compensation paid to Mr. Lowenthal
in each year is dependent on the attainment of that year's performance goals. As
with the 2001 Comp Agreement, performance-based payments to Mr. Lowenthal in any
one year may not exceed $5 million.

Accordingly, Class B Shareholders are being asked to consider and, if
deemed advisable, pass the resolution which appears as Schedule A-6 hereto
approving the New Agreement.

Reference is made to the "Report of the Compensation and Stock Option
Committee" below and, in particular, to the information under "U. S. Internal
Revenue Code Section 162(m)" for an explanation as to the tax deductibility to
the Corporation of performance-based compensation paid to Mr. Lowenthal.

To be effective, the resolution attached as Schedule A-6, must be passed by
a simple majority of the votes cast by the Class B Shareholders at the Meeting.

7. EXECUTIVE COMPENSATION

The following information is provided in accordance with the requirements
of Item 402 "Executive Compensation" of Regulation S-K under the Securities
Exchange Act of 1934.

With respect to the year ended December 31, 2004, the Compensation
Committee was responsible for making recommendations for approval by the Board
of Directors with respect to the compensation of the Corporation's executive
officers. The members of the Compensation Committee are John L. Bitove and
Burton Winberg, each of whom are independent directors of the Corporation and
have no interlocking relationship with the Corporation or its subsidiaries.

Summary Compensation Table

The following table sets forth total annual compensation paid or accrued by the
Corporation to or for the account of the Corporation's chief executive officer
and each of the four most highly paid executive officers of the Corporation and
its subsidiaries Oppenheimer and Oppenheimer Asset Management Inc. ("OAM"), the
Corporation's principal operating subsidiaries, other than the chief executive
officer, whose total cash compensation for the fiscal year ended December 31,
2004 exceeded $100,000 (the "Named Executives").

Annual Compensation

Long-term
Compensation
Other Annual Class A Shares All Other
Compensation Underlying Compensation
Name and Principal Occupation Year Salary Bonus (1) Options (2)
----------------------------- ---- -------- ---------- ------------ -------------- ------------

A.G. Lowenthal, 2004 $500,000 $ 207,568 $27,500 150,000 $2,525
Chairman, CEO, and Director of 2003 $500,000 $3,225,368 $22,000 150,000 $3,050
the Corporation; Chairman and CEO, 2002 $480,340 0 $22,500 0 $2,475
and Director of Oppenheimer

Thomas Robinson (4), 2004 $200,000 $ 800,000 0 15,000 $2,525
President of OAM 2003 $200,000 $1,000,000 0 10,000 $2,820

E.K. Roberts, 2004 $200,000 $ 175,000 $26,500 75,000 0
President, Treasurer and 2003 $200,000 $ 300,000 $22,500 10,000 0
Director of the Corporation, 2002 $183,300 $ 60,000 $22,500 0 0
Treasurer and a director of
Oppenheimer

-15-

Robert Neuhoff, 2004 $260,000 $ 200,000 0 50,000 $2,525
Executive Vice President of 2003 $260,000 $ 250,000 0 25,000 $3,050
Oppenheimer 2002 $260,000 $ 75,000 0 $ 2,475

Robert Okin (3) 2004 $200,000 $ 780,000 0 25,000 $2,525
Executive Vice President of 2003 $190,256 $1,000,000 0 50,000 $3,050
Oppenheimer

(1) Includes Directors' Fees.

(2) This amount represents Corporation contributions to the Oppenheimer 401(k)
Plan.

(3) Mr. Okin joined Oppenheimer on January 3, 2003. In addition to the above
compensation, on March 17, 2003 Mr. Okin was awarded 22,222 Class A Shares,
which will be issued on January 3, 2006 and priced at $22.50, provided that
Mr. Okin remains continuously employed by the Corporation. The issuance of
these conditionally-issued Class A Shares was confirmed by shareholders on
May 12, 2003.

(4) Mr. Robinson joined OAM on June 4, 2003.

OPTION GRANTS FOR THE YEAR ENDED DECEMBER 31, 2004

The following table sets forth details of options granted to the Named
Executives during the year ended December 31, 2004.

Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise price
Granted Fiscal Year per share Expiry date Grant Date Value
------------ ------------ -------------- ----------- ----------------

A.G. Lowenthal 150,000 30% $33.00 2/25/09 $908,200
E.K. Roberts 75,000 15% $33.00 2/25/09 $454,100
T. Robinson 15,000 3% $33.00 2/25/09 $ 90,800
R. Neuhoff 50,000 10% $33.00 2/25/09 $302,800
R. Okin 25,000 5% $33.00 2/25/09 $151,400

The Corporation determined the fair value of options granted using the
Black-Scholes option pricing model with the following weighted average
assumptions: expected dividend yield of 1.1%; risk-free interest rate of 2.95%;
expected volatility of 21.2%; and expected life of 5 years.

-16-

AGGREGATE OPTION EXERCISES AND YEAR-END VALUE TABLE

The following table sets forth information with respect to options exercised
during the year ended December 31, 2004 by the Named Executives and as to
unexercised options held by them at December 31, 2004:

Number of securities Value of unexercised
Underlying unexercised in-the-money Options/
Shares Options/SARs at fiscal SARs at fiscal year end
Acquired on year end exercisable/ exercisable/
Name exercise Value Realized unexercisable unexercisable
---- ----------- -------------- ---------------------- -----------------------

A.G. Lowenthal 150,000 $2,944,000 37,500/262,500 $45,750/$137,250
T. Robinson 0 0 0/25,000 0/0
E.K. Roberts 75,000 $1,476,000 2,500/82,500 $3,050/$9,150
R. Neuhoff 50,000 $ 557,056 18,750/56,250 $35,063/$6,248
R. Okin 0 0 6,250/68,750 $17,375/$52,125

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE

The following report of the Compensation Committee discusses generally the
Compensation Committee's executive compensation objectives and policies and
their relationship to corporate performance in 2004. In addition, the report
specifically discusses the Compensation Committee's bases for compensation in
2004 of the Corporation's Chief Executive Officer, as well as the other senior
executive officers of the Corporation and Oppenheimer.

OBJECTIVES AND POLICIES

The Compensation Committee's objective is to provide a competitive
compensation program with appropriate incentives for superior performance,
thereby providing a strong and direct link between corporate performance and
compensation. Performance is defined in several ways, as more fully discussed
below, each of which has relevance to the Corporation's success in the
short-term, long-term or both.

The Corporation's compensation program for senior executive officers
consists of the following key elements: a base salary, an annual bonus, grants
of stock options and, in the case of the Chief Executive Officer, the
Performance-Based Compensation Agreement referred to below.

In arriving at its recommendations concerning the specific components of
the Corporation's compensation program, the Compensation Committee considers
certain public information about the compensation paid by a group of comparable
public Canadian and U.S. broker-dealers and the relative performance of the
Corporation as measured by net income levels and earnings per share, among other
factors.

The Compensation Committee believes that this approach best serves the
interests of shareholders by enabling the Corporation to structure compensation
in a way that meets the requirements of the highly competitive environment in
which the Corporation operates, while ensuring that senior executive officers
are compensated in a manner that advances both the short and long-term interests
of shareholders.

Compensation for the Corporation's senior executive officers involves a
significant component of remuneration which is contingent on the performance of
both the Corporation and the senior executive officer: the variable annual bonus
(which permits individual performance to be recognized on an annual basis, and
which is based, in significant part, on an evaluation of the contribution made
by the officer to corporate performance) and stock options (which directly
relate a portion of compensation to stock price appreciation realized by the
Corporation's shareholders).

Base Salary. Salaries paid to senior executive officers (other than the
Chief Executive Officer) are reviewed annually by the Compensation Committee
considering recommendations made by the Chief Executive Officer to the
Compensation Committee, based upon the Chief Executive Officer's assessment of
the nature of the position, and the skills, experience and performance of each
senior

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executive officer, as well as salaries paid by comparable companies in the
Corporation's industry. The Compensation Committee then makes recommendations to
the Board with respect to base salaries.

Annual Bonus. Bonuses paid to senior executive officers (other than the
Chief Executive Officer) are reviewed annually by the Compensation Committee
considering recommendations made by the Chief Executive Officer to the
Compensation Committee, based upon the Chief Executive Officer's assessment of
the performance of the Corporation and his assessment of the contribution of
each senior executive to that performance. The Compensation Committee then makes
recommendations to the Board with respect to bonuses. Senior executive officers,
including the Chief Executive Officer, of Oppenheimer have the right to elect to
defer a portion of their annual bonus and performance-based compensation under
Oppenheimer's Executive Deferred Compensation Plan, a non-qualified unfunded
plan.

Stock Option Grants. Under the Plan, senior executive officers and
employees of the Corporation and its subsidiaries (other than the Chief
Executive Officer) are granted stock options by the Compensation Committee based
upon the recommendations of the Chief Executive Officer and based upon a variety
of considerations, including the date of the last grant made to the officer or
employee, as well as considerations relating to the contribution and performance
of the specific optionee.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. A.G. Lowenthal, the Chairman of the Board and the Chief Executive
Officer of the Corporation and Oppenheimer, is paid a base salary set by the
Compensation Committee, plus performance-based compensation under the
Performance-Based Compensation Agreement referred to below and, at the
discretion of the Compensation Committee, is eligible for bonuses and grants of
stock options.

On January 1, 2001, the Corporation entered into a Performance-Based
Compensation Agreement (the "2001 Comp Agreement") with Mr. Lowenthal, which
expires on December 31, 2005. The 2001 Comp Agreement was approved by the Class
B Shareholders in 2001. The purpose of the 2001 Comp Agreement is to set the
terms under which Mr. Lowenthal's performance-based compensation is to be
calculated during the term thereof.

In March of 2004, the Compensation Committee established performance goals
under the 2001 Comp Agreement entitling Mr. Lowenthal to a Performance Award
under the 2001 Comp Agreement for the year 2004 of an aggregate of $207,568
determined by the application of a formula based on the following components:
(i) the amount by which the closing price of one Class A Share at January 1,
2005, exceeded the closing price of one Class A Share as at December 31, 2003
multiplied by 200,000 shares; (ii) 2% of the amount by which the Corporation's
consolidated profit before income taxes for the year ended December 31, 2004
exceeded 10% of and is less than 15%, 3% of the amount by which the
Corporation's consolidated profit before income taxes for the year ended
December 31, 2004 exceeded 15% of and is less than 25%, and 4% of the amount by
which the Corporation's consolidated profit before income taxes for the year
ended December 31, 2004 exceeded 25% of the Corporation's restated consolidated
shareholders' equity as at December 31, 2003; and (iii) 2% of pre tax profit up
to $50,602,000, 3% of pre tax profit in excess of $50,602,000 up to
$101,204,000, and 4% of pre tax profit over $102,204,000. Mr. Lowenthal declined
the amount calculated under (iii). In March of 2004, the Compensation Committee
set Mr. Lowenthal's base salary for 2004 at $500,000.

U.S. INTERNAL REVENUE CODE SECTION 162(M)

The Corporation is a Canadian taxpayer. However, because Oppenheimer is a
U.S. taxpayer, most compensation issues are affected by the U.S. Internal
Revenue Code of 1986, as amended (the "U.S. Tax Code").

Section 162(m) of the U.S. Tax Code generally disallows a tax deduction to
public corporations for annual compensation of over $1,000,000 paid to any of
the Corporation's chief executive officer and four other most highly paid
executive officers (determined as of the end of each fiscal year) unless such
compensation constitutes qualified performance-based compensation or otherwise
qualifies for an exception.

In order to qualify for exemptions under Section 162(m) in 2001, the 2001
Comp Agreement was adopted and approved by the Class B Shareholders.

To the extent consistent with the Corporation's general compensation
objectives, the Compensation Committee considers the potential effect of Section
162(m) on compensation paid to the executive officers of the Corporation and its
subsidiaries. However, the

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Compensation Committee reserves the right to award and recommend the awarding of
non-deductible compensation in any circumstances it deems appropriate. Further,
because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m) and the regulations issued thereunder, no
assurance can be given, notwithstanding the Corporation's efforts to qualify,
that the compensation paid by the Corporation to its executive officers will in
fact satisfy the requirements for the exemption from the Section 162(m)
deduction limit.

MEMBERS OF THE COMPENSATION AND STOCK OPTION COMMITTEE

Burton Winberg -- Chairman
John L. Bitove

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SHARE PERFORMANCE GRAPH

The following graph shows changes over the past five year period of U.S.
$100 invested in (1) the Company's Class A Shares, (2) the Standard & Poors 500
Index, and (3) the Standard & Poors / Toronto Stock Exchange Composite Index.

(PERFORMANCE GRAPH)

1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ----

Oppenheimer 100 163 192 171 229 173
S&P 500 100 90 78 60 76 83
S&P / TSX Composite 100 106 91 79 98 110

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Class A Shares are listed on the TSX and the NYSE. Accordingly, the
Corporation is currently subject to the corporate governance requirements of the
TSX Corporate Governance Guidelines (the "TSX Guidelines"), the NYSE Corporate
Governance Rules (the "NYSE Rules") and the United States Sarbanes-Oxley Act of
2002 ("SOX"). Attached as Schedule F are checklists describing the Corporation's
alignment with the TSX Guidelines, the NYSE Rules, the governance provisions of
SOX and descriptions of the Committees of the Board of Directors.

-20-

BOARD RESPONSIBILITIES

The fundamental responsibility of the Board is to supervise the management
of the business of the Corporation with a view to maximizing shareholder value
and ensuring corporate conduct in a legal and ethical manner through a system of
corporate governance and internal controls appropriate to the Corporation's
business. Given the nature of the Corporation's business and the size and
composition of the Board, the Board has determined that there is no current need
to develop a specific mandate for the Board or the chief executive officer. The
Board has adopted a statement of Corporate Governance Guidelines to which it
adheres.

In fulfilling its mandate, the Board's responsibilities include:

- the establishment and maintenance of an appropriate system of corporate
governance, including practices to ensure that the Board functions
effectively and independently of management;

- monitoring and overseeing the Corporation's strategic planning;

- monitoring the performance of the Corporation's business, identifying and
evaluating opportunities and risks and controlling risk;

- overseeing monitoring systems for internal controls, audit and information
management systems;

- assessing and monitoring the performance of senior management and
overseeing succession planning;

- remuneration of executive officers and senior management and reviewing the
general compensation policy of the Corporation;

- reviewing and approving the Corporation's financial statements and
overseeing the Corporation's compliance with applicable audit, accounting
and financial reporting requirements; and

- overseeing corporate communications to all stakeholders.

During 2004, seven Board meetings were held. All of the Directors attended
three of the meetings and eight of nine directors attended the other four
meetings.

The checklists and summaries attached as Schedule F provide further
information on the Corporation's approach to corporate governance.

REPORT OF THE AUDIT COMMITTEE

As required by the Corporation's Audit Committee charter, the Audit
Committee reports as follows.

The Audit Committee of the Board oversees the Corporation's financial
reporting process on behalf of the Board. It meets with management and the
Corporation's auditors regularly and reports the results of its activities to
the Board. In this connection, the Audit Committee has done with respect to
fiscal 2004 the following:

- Reviewed and discussed with the Corporation's management and
PricewaterhouseCoopers LLP, the Corporation's unaudited quarterly reports
on Form 10-Q and quarterly reports to shareholders for the first three
quarters of the year;

- Reviewed and discussed the Corporation's audited financial statements and
report on Form 10-K for the fiscal year ended December 31, 2004 with the
Corporation's management;

- Discussed with PricewaterhouseCoopers LLP the matters required to be
discussed by SAS 61 (American Institute of Certified Public Accountants
Codification of Statements on Auditing Standards), as amended;

-21-

- Received written disclosure regarding independence from
PricewaterhouseCoopers LLP as required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committee) and
discussed with PricewaterhouseCoopers LLP its independence; and

- Discussed with management and Grant Thornton LLP (who were retained by the
Corporation to assist management) and with PricewaterhouseCoopers LLP the
documentation and testing of the Corporation's internal accounting controls
in accordance with the requirements of section 404 of the Sarbanes Oxley
Act of 2002.

Based on the foregoing, the Audit Committee recommended to the Board that
the Corporation's audited financial statements prepared in accordance with US
GAAP be included in the Corporation's Annual Report on Form 10-K and Annual
Report to Shareholders for the year ended December 31, 2004 and that the
Corporation's audited financial statements prepared in accordance with Canadian
GAAP, which conform in all material respects with US GAAP, be provided to
Shareholders with the Corporation's Annual Report to Shareholders.

During 2004, nine meetings of the Audit Committee were held. All of the
members of the Audit Committee attended such meetings except for one meeting
which was attended by two of the members of the Audit Committee.

MEMBERS OF THE AUDIT COMMITTEE

Burton Winberg -- Chairman
John L. Bitove
Kenneth W. McArthur

SHAREHOLDER PROPOSALS

The Business Corporations of Ontario (the "OBCA"), which governs the
Corporation, and the Canada Business Corporations Act (the "CBCA"), which will
govern the Corporation if it is continued thereunder, provide that a shareholder
entitled to vote at a meeting of shareholders may, in accordance with the
provisions of the OBCA or the CBCA, as the case may be, submit a notice of a
proposal to the Corporation that the shareholder wishes to be considered by the
shareholders entitled to vote at a meeting of shareholders. In order for any
shareholder proposal, for the next meeting of shareholders of the Corporation
following the May 9, 2005 meeting, or any adjournment thereof, to be included in
the Circular for such meeting, the proposal must comply with the provisions of
the OBCA or the CBCA, as the case may be, and be submitted to the Corporation at
its registered office at 20 Eglinton Avenue West, Suite 1110, Toronto, Ontario
M4R 1K8 (Atten: Secretary) prior to February 15, 2006 in the case of the
Corporation's 2006 annual meeting of shareholders or at least 60 days prior to
any special meeting of shareholders.

INCORPORATION BY REFERENCE

The Corporation's consolidated financial statements including its
consolidated balance sheets for the years ended December 31, 2004 and December
31, 2003, its consolidated statements of operations, changes in shareholders
equity and cash flows for the years ended December 31, 2004, 2003 and 2002 and
the notes thereto contained in the Corporation's Annual Report to Shareholders
for the fiscal year ended December 31, 2003, a copy of which is being
contemporaneously distributed with this Circular, are incorporated by reference
into this Circular. Any statement contained in a document which is incorporated,
or deemed to be incorporated, by reference into this Circular, shall be
considered modified or superseded for purposes of this Management Information
Circular to the extent that a statement contained in this Circular or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Circular.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

Holders of Class A and Class B Shares may communicate with the Board,
including to request copies of the Corporation's financial statements and MD&A,
by e-mail to investorrelations@opy.ca (Attention: Board of Directors) or by mail
to:

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Oppenheimer Holdings Inc.
Board of Directors
c/o The President
20 Eglinton Avenue West
Suite 1110, P.O. Box 2015
Toronto, Ontario
M4R 1K8

All such correspondence will be forwarded to the Lead Director or to any
individual Director or Directors to whom the communication is or are directed,
unless the communication is unduly hostile, threatening, illegal, does not
reasonably relate to the Corporation or its business or is similarly
inappropriate. The President of the Corporation has the authority to discard or
disregard inappropriate communications or to take other reasonable actions with
respect to any such inappropriate communications.

Additional information relating to the Corporation is available on SEDAR at
www.sedar.com and on EDGAR at www.edgaronline.com.

DIRECTORS' APPROVAL

The contents of and sending of this Circular have been approved by the
Board of Directors of the Corporation.

DATED AS OF this 24 day of March, 2005.

(signed) A.W. Oughtred
Secretary

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SCHEDULE A-1

PROPOSED SHAREHOLDERS' RESOLUTION
1996 EQUITY INCENTIVE PLAN

RESOLVED THAT:

1. The resolution passed by the Board of Directors on March 10, 2005 amending
the Corporation's 1996 Equity Incentive Plan by increasing the number of
Class A non-voting shares of the Corporation ("Class A Share") which may be
issued pursuant to options to purchase Class A Shares granted under the
Plan by 400,000 shares as more fully described in the Corporation's
Management Information Circular dated March 24, 2005 be and it is hereby
confirmed.

2. The proper officers and directors of the Corporation be and they are herby
authorized and directed to take all such action and execute all such
documents as are necessary to implement the terms of this resolution.

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SCHEDULE A-2

PROPOSED SHAREHOLDERS' RESOLUTION
OPPENHEIMER & CO. INC. EMPLOYEE SHARE PLAN

RESOLVED THAT:

1. The resolution passed by the Board of Directors on March 10, 2005 approving
the Oppenheimer & Co. Inc. Employee Share Plan, a copy of which appears as
Schedule B to the Corporation's Management Information Circular dated March
24, 2005, be and it is hereby confirmed.

2. The proper officers and directors of the Corporation be and they are hereby
authorized and directed to take all such actions and execute all such
documents as are necessary to implement the terms of this resolution.

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SCHEDULE A-3

PROPOSED SHAREHOLDERS RESOLUTION
ISSUE OF CLASS A SHARES TO OPPENHEIMER & CO. INC. 401(K) PLAN

RESOLVED THAT:

1. The issue by the Board of Directors of the Corporation, from time to time,
of up to an aggregate of 180,000 Class A non-voting shares of the
Corporation to the Oppenheimer & Co. Inc. 401(k) Plan at the closing price
per share on the New York Stock Exchange of the Class A non-voting shares
on the date of issue be and they are hereby authorized.

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SCHEDULE A-4

PROPOSED SPECIAL SHAREHOLDERS' RESOLUTION
CONTINUATION UNDER THE CANADA BUSINESS CORPORATIONS ACT

WHEREAS the Corporation was continued under the Business Corporations Act
(Ontario) (the "OBCA") on October 12, 1977;

AND WHEREAS the Corporation wishes to apply to the Director under the
Canada Business Corporations Act (the "CBCA"), requesting that the Corporation
be continued as if it had been incorporated under the CBCA;

NOW THEREFORE BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The Corporation apply to the Director under the OBCA, pursuant to section
181 of the OBCA, for authorization of its application to continue under the
CBCA;

2. The Corporation apply to the Director under the CBCA, pursuant to section
187 of the CBCA, for a certificate of continuance continuing the
Corporation under the CBCA;

3. The articles of continuance of the Corporation forming part of the said
application for continuance shall be substantially in the form attached to
the Corporation's Management Information Circular dated March 24, 2005 as
Schedule C and, upon the issuance of a certificate of continuance
continuing the Corporation under the CBCA, the articles of continuance
shall be deemed to be the articles of incorporation of the Corporation;

4. The directors of the Corporation are hereby authorized to abandon the
application for continuance of the Corporation under the CBCA without
further approval of the shareholders of the Corporation; and

5. Any one of the directors or officers of the Corporation is hereby
authorized to execute, whether under the corporate seal of the Corporation
or otherwise, and deliver all such documents and to do all such other acts
and things as such director or officer may determine to be necessary or
advisable in connection with such continuance.

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SCHEDULE A-5

PROPOSED SHAREHOLDERS' RESOLUTION
CONFIRMATION OF BY-LAW NUMBER 1

RESOLVED THAT:

Subject to the continuance of the Corporation under the Canada Business
Corporations Act, By-law No. 1 of the Corporation enacted by the Directors of
the Corporation on March 10, 2005, a copy of which appears as Schedule D to the
Corporation's Management Information Circular dated March 24, 2005, be and it is
hereby confirmed.

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SCHEDULE A-6

PROPOSED SHAREHOLDERS' RESOLUTION
PERFORMANCE-BASED COMPENSATION AGREEMENT

RESOLVED THAT:

1. The resolution passed by the Board of Directors on March 10, 2005 approving
the Amended and Restated Performance-Based Compensation Agreement dated as
of March 15, 2005 between the Corporation and Mr. A. G. Lowenthal, a copy
of which appears as Schedule E to the Corporation's Management Information
Circular dated March 24, 2005, be and it is hereby confirmed.

2. The proper officers and directors of the Corporation be and they are hereby
authorized and directed to take all such action and execute all such
documents as are necessary to implement the terms of this resolution.

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SCHEDULE B

OPPENHEIMER & CO. INC.
EMPLOYEE SHARE PLAN

ARTICLE I
PURPOSE

The purpose of this Oppenheimer & Co. Inc. Employee Share Plan (the "Plan")
is to benefit the shareholders of Oppenheimer & Co. Inc., (the "Company"), by
assisting the Company and its affiliates to attract, retain and provide
incentives to key management employees of the Company, and to align the
interests of such employees with those of the shareholders of the Company and
the shareholders of the Company's parent corporation, Oppenheimer Holdings Inc.
(the "Parent").

ARTICLE II
DEFINITIONS

The following definitions shall be applicable throughout the Plan unless
the context otherwise requires:

"Board" shall mean the Board of Directors of the Parent.

"Bonus Shares" shall mean those Class A Shares awarded to an Employee
pursuant to the provisions of Section 8.3 of the Plan.

"Code" shall mean the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to any section and any regulation under such section.

"Committee" shall mean the Compensation and Stock Option Committee of the
Board.

"Class A Shares" shall mean the Class A non-voting shares, of the Parent.

"Company" shall mean Oppenheimer & Co. Inc., a Delaware corporation, and
any successor thereto.

"Effective Date" shall mean January 1, 2005.

"Employee" shall mean any person employed by the Company.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Fair Market Value" shall mean, as of any specified date, the mean of the
reported high and low sales prices of the Class A Shares on the New York Stock
Exchange composite tape on that date, or if no prices are reported on that date,
on the last preceding date on which such prices of the Class A Shares are so
reported.

"Family Member" shall mean any child, stepchild, grandchild, parent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the Holder's household (other than a tenant of
the Holder), a trust in which such persons have more than fifty percent (50%) of
the beneficial interest, a foundation in which such persons (or the Holder)
control the management of assets, and any other entity in which such persons (or
the Holder) own more than fifty percent (50%) of the voting interests.

"Holder" shall mean an Employee who has been granted a Restricted Stock
Award or any such individual's beneficiary, estate or representative, to the
extent applicable.

"Insider" shall have the meaning ascribed thereto in the Securities Act of
Ontario, Canada and also includes associates and affiliates of insiders as those
terms are defined in such legislation.

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"Parent" shall mean Oppenheimer Holdings Inc.

"Plan" shall mean this Oppenheimer & Co. Inc. Employee Share Plan, as
amended from time to time, together with each of the Restricted Stock Award
Agreements utilized hereunder.

"Restricted Stock Award" shall mean an award granted under the Plan of
Class A Shares, the transferability of which by the Holder shall be subject to
Transfer Restrictions.

"Restricted Stock Award Agreement" shall mean a written agreement between
the Company and a Holder with respect to a Restricted Stock Award.

"Restriction Period" shall mean the period of time for which Class A Shares
issued under the Plan shall be subject to Transfer Restrictions.

"Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act, as such may be amended from time to
time, and any successor rule, regulation or statute fulfilling the same or a
substantially similar function.

"Total and Permanent Disability" shall mean the inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months, all as described in Section 22(e)(3) of the Code.

"Transfer Restrictions" shall mean restrictions on the transferability of
shares of Class A Shares awarded to an Employee under the Plan.

ARTICLE III
EFFECTIVE DATE OF PLAN

The Plan shall be effective as of the Effective Date.

ARTICLE IV
ADMINISTRATION

4.1 Composition of Committee. The Plan shall be administered by the
Committee, which shall be appointed by the Board. Notwithstanding the foregoing,
however, at any time that the Class A Shares are listed on a national securities
exchange or quoted on NASDAQ, the Committee shall consist solely of two (2) or
more Directors who are each (i) "outside directors" within the meaning of
Section 162(m) of the Code ("Outside Directors"), and (ii) "non-employee
directors" within the meaning of Rule 16b-3 ("Non-Employee Directors");
provided, however, that the Board or the Committee may delegate to a committee
of one or more members of the Board who are not (x) Outside Directors, the
authority to grant Restricted Stock Awards to eligible persons who are not (A)
then "covered employees" within the meaning of Section 162(m) of the Code and
are not expected to be "covered employees" at the time of recognition of income
resulting from such Restricted Stock Award, or (B) persons with respect to whom
the Company wishes to comply with the requirements of Section 162(m) of the
Code, and/or (y) Non-Employee Directors, the authority to grant Restricted Stock
Awards to eligible persons who are not then subject to the requirements of
Section 16 of the Exchange Act.

4.2 Powers. Subject to the provisions of the Plan, the Committee shall have
the sole authority, in its discretion, to determine which individuals shall
receive a Restricted Stock Award, the time or times when such Restricted Stock
Award shall be made and the number of Class A Shares which may be issued under
such Restricted Stock Award, as applicable. In making such determinations the
Committee may take into account the nature of the services rendered by the
respective individuals, their present and potential contribution to the
Company's success and such other factors as the Committee in its discretion
shall deem relevant.

4.3 Additional Powers. The Committee shall have such additional powers as
are delegated to it under the other provisions of the Plan. Subject to the
express provisions of the Plan, the Committee is authorized to construe the Plan
and the respective Restricted Stock Award Agreements executed hereunder, to
prescribe such rules and regulations relating to the Plan as it may deem
advisable to carry out the intent of the Plan, and to determine the terms,
restrictions and provisions of each Restricted Stock Award, and to make all
other determinations necessary or advisable for administering the Plan. The
Committee may correct any

-31-

defect or supply any omission or reconcile any inconsistency in any Restricted
Stock Award Agreement in the manner and to the extent it shall deem expedient to
carry it into effect. The determinations of the Committee on the matters
referred to in this Article IV shall be conclusive.

4.4 Committee Action. In the absence of specific rules to the contrary,
action by the Committee shall require the consent of a majority of the members
of the Committee, expressed either orally at a meeting of the Committee or in
writing in the absence of a meeting.

ARTICLE V
STOCK SUBJECT TO PLAN AND LIMITATIONS THEREON

5.1 Stock Grant and Award Limits. The Committee may from time to time grant
Restricted Stock Awards to one or more Employees determined by it to be eligible
for participation in the Plan in accordance with the provisions of Article VI.
Subject to Article IX, the aggregate number of Class A Shares that may be issued
under the Plan shall not exceed Seven Hundred Fifty Thousand (750,000) shares.
Class A Shares shall be deemed to have been issued under the Plan solely to the
extent actually issued and delivered pursuant to a Restricted Stock Award. To
the extent that a Restricted Stock Award lapses or the rights of its Holder
terminate, any Class A Shares subject to such Restricted Stock Award shall again
be available for the grant of a new Restricted Stock Award.

5.2 Stock Offered. The stock to be offered pursuant to the grant of a
Restricted Stock Award may be authorized but unissued Class A Shares or Class A
Shares purchased on the open market

ARTICLE VI
ELIGIBILITY FOR RESTRICTED STOCK AWARDS;
TERMINATION OF EMPLOYMENT

6.1 Eligibility. Restricted Stock Awards made under the Plan may be granted
solely to persons who, at the time of grant, are Employees. A Restricted Stock
Award may be granted on more than one occasion to the same Employee.

6.2 Restriction on Insiders. No Employee who is an Insider of the Parent
may receive a Restricted Stock Award which, with all other Restricted Stock
Awards made to such Employee and all other rights such Employee has to receive
Class A Shares under other share compensation arrangements of the Company or the
Parent, would entitle such Employee to acquire more than 10% of the issued and
outstanding Class A Shares on an undiluted basis.

6.3 Termination of Employment. Except to the extent inconsistent with the
terms of the applicable Restricted Stock Award Agreement, if a Holder's
employment with the Company terminates for any reason prior to the actual or
deemed satisfaction and/or lapse of the Transfer Restrictions applicable to such
Holder's Restricted Stock Award, such Restricted Stock shall immediately be
cancelled, and the Holder (and such Holder's estate, designated beneficiary or
other legal representative) shall forfeit any rights or interests in and with
respect to any such Restricted Stock. The immediately preceding sentence to the
contrary notwithstanding, the Committee, in its sole discretion, may determine,
prior to or within thirty (30) days after the date of such termination of
employment that all or a portion of any such Holder's Restricted Stock shall not
be so cancelled and forfeited, for example, in the case of a Holder's death or
Total and Permanent Disability.

ARTICLE VII
RESTRICTED STOCK AWARDS

7.1 Restriction Period to be Established by Committee. At the time a
Restricted Stock Award is made, the Committee shall establish the Restriction
Period applicable to the Transfer Restrictions imposed in connection with such
Restricted Stock Award. Each Restricted Stock Award may have different Transfer
Restrictions and/or a different Restriction Period, in the discretion of the
Committee. The Transfer Restrictions and/or Restriction Period applicable to a
particular Restricted Stock Award shall not be changed except as permitted by
Section 7.2.

7.2 Other Terms and Conditions. Class A Shares awarded pursuant to a
Restricted Stock Award shall, when issued, be represented by a stock certificate
registered in the name of the Holder of such Restricted Stock Award. If provided
for under the Restricted Stock Award Agreement, the Holder shall enjoy all
shareholder rights applicable to the Class A Shares, except that (i) the

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Holder shall not be entitled to delivery of the stock certificate until the
Restriction Period shall have expired, (ii) the Company shall retain custody of
the stock certificate during the Restriction Period, (iii) the Holder may not
sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Class
A Shares during the Restriction Period, (iv) the Holder shall be entitled to
receive dividends on the Class A Shares during the Restriction Period and (v) a
breach of the terms and conditions established by the Committee pursuant to the
Restricted Stock Award Agreement shall cause a forfeiture of the Restricted
Stock Award. A Restricted Stock Award may be by way of the conditional issue of
Class A shares where the Class A Shares will not actually be issued until
conditions are met at a future date in which case the recipient of the
Restricted Stock Award would have no rights as a shareholder unless and until
the conditions are met and the Class A Shares actually issued. At the time of a
Restricted Stock Award, the Committee may, in its sole discretion, prescribe
additional terms and conditions or restrictions relating to Restricted Stock
Awards, including, but not limited to, rules pertaining to the effect of
termination of employment prior to expiration of the Restriction Period. Such
additional terms, conditions or restrictions shall, to the extent inconsistent
with the provisions of this Section 7.2, be set forth in a Restricted Stock
Award Agreement made in conjunction with the Restricted Stock Award. Such
Restricted Stock Award Agreement may also include provisions relating to (i)
subject to the provisions hereof, accelerated vesting of Restricted Stock
Awards, including but not limited to accelerated vesting upon the occurrence of
a "change of control" of the Company or the Parent, (ii) tax matters (including
provisions covering any applicable Employee wage withholding requirements and
requiring additional "gross-up" payments to Holders to meet any excise taxes or
other additional income tax liability imposed as a result of a payment made in
connection with a "change of control" of the Company resulting from the
operation of the Plan or of such Restricted Stock Award Agreement) and (iii) any
other matters not inconsistent with the terms and provisions of the Plan that
the Committee shall in its sole discretion determine. The terms and conditions
of the respective Restricted Stock Award Agreements need not be identical.

7.3 Payment for Restricted Stock. The Committee shall determine the amount
and form of any payment for Class A Shares received pursuant to a Restricted
Stock Award, provided that in the absence of such a determination, a Holder
shall not be required to make any payment for Class A Shares received pursuant
to a Restricted Stock Award, except to the extent otherwise required by law.

7.4 Restricted Stock Award Agreements. At the time any Restricted Stock
Award is made under this Article VII, the Company and the Holder shall enter
into a Restricted Stock Award Agreement setting forth each of the matters
contemplated hereby and such other matters as the Committee may determine to be
appropriate.

ARTICLE VIII
ADDITIONAL CLASS A SHARES PURCHASES AND
AWARDS OF BONUS SHARES

8.1 In General. Prior to each calendar year occurring on or after the
Effective Date, the Board, in its sole discretion, shall determine whether or
not any Class A Shares may be purchased by one or more Employees under this
Article VIII.

8.2 Additional Class A Shares Purchases. For any applicable calendar year
pursuant to the provisions of Section 8.1, any Employee so designated by the
Committee may elect, by a date to be set by the Committee, to forego the receipt
of a portion of his or her annual bonus to be payable for services rendered in
the immediately preceding calendar year, up to a maximum amount to be determined
by the Committee, and to have the Company instead use such funds to purchase for
the Employee, shares of fully vested and unencumbered Class A Shares, through
open market purchases, such shares having a Fair Market Value in the aggregate
which is equal to such foregone bonus amount.

8.3 Awards of Bonus Shares. The Company shall award any Employee who makes
an election under Section 8.1 (utilizing the Bonus Deferral Election form
attached hereto as Exhibit A) for a particular calendar year, with that number
of Bonus Shares having a Fair Market Value in an amount or percentage of the
total Fair Market Value of the shares purchased by the Employee pursuant to
Section 8.2 determined by the Committee. The Bonus Shares shall be subject to
Transfer Restrictions for a period determined by the Committee from their date
of award. Should the Employee's employment with the Company terminate for any
reason prior to the end of the Restriction Period, the Employee shall forfeit
such Bonus Shares in their entirety. The immediately preceding sentence to the
contrary notwithstanding, the Committee, in its sole discretion, may determine,
prior to or within thirty (30) days after the date of an Employee's termination
of employment, that all or a portion of such Employee's Bonus Shares shall not
be so cancelled and forfeited, for example, in the case of the Employee's death
or Total and Permanent Disability.

-33-

ARTICLE IX
RECAPITALIZATION OR REORGANIZATION

9.1 Adjustments to Class A Shares. The shares with respect to which
Restricted Stock Awards may be granted under the Plan are Class A Shares as
presently constituted; provided, however, that if, and whenever, prior to the
expiration or distribution to the Holder of a Restricted Stock Award theretofore
granted, the Parent shall effect a subdivision or consolidation of Class A
Shares or the payment of a stock dividend on Class A Shares without receipt of
consideration by the Parent, the number of Class A Shares with respect to which
such Restricted Stock Award may thereafter be exercised or satisfied, as
applicable, (i) in the event of an increase in the number of outstanding shares,
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares, shall be proportionately reduced, and the purchase price per
share shall be proportionately increased.

9.2 Recapitalization. If the Parent recapitalizes or otherwise changes its
capital structure, thereafter upon any exercise or satisfaction, as applicable,
of a previously granted Restricted Stock Award, the Holder shall be entitled to
receive (or entitled to purchase, if applicable) under such Restricted Stock
Award, in lieu of the number of Class A Shares then covered by such Restricted
Stock Award, the number and class of shares of stock and securities to which the
Holder would have been entitled pursuant to the terms of the recapitalization
if, immediately prior to such recapitalization, the Holder had been the holder
of record of the number of Class A Shares then covered by such Restricted Stock
Award.

9.3 Other Events. In the event of changes to the outstanding Class A Shares
by reason of recapitalizations, reorganizations, amalgamations, mergers,
consolidations, combinations, exchanges or other relevant changes in
capitalization occurring after the date of the grant of any Restricted Stock
Award and not otherwise provided for under this Article IX, any outstanding
Restricted Stock Awards and any Restricted Stock Award Agreements evidencing
such Restricted Stock Awards shall be subject to adjustment by the Committee in
its discretion as to the number and price of Class A Shares or other
consideration subject to such Restricted Stock Awards. In the event of any such
change to the outstanding Class A Shares, the aggregate number of shares
available under the Plan may be appropriately adjusted by the Committee, the
determination of which shall be conclusive.

9.4 Powers Not Affected. The existence of the Plan and the Restricted Stock
Awards granted hereunder shall not affect in any way the right or power of the
Board or of the shareholders of the Parent to make or authorize any adjustment,
recapitalization, reorganization or other change of the Parent's capital
structure or business, any merger or consolidation of the Parent, any issue of
debt or equity securities ahead of or affecting Class A Shares or the rights
thereof, the dissolution or liquidation of the Parent or any sale, lease,
exchange or other disposition of all or any part of its assets or business or
any other corporate act or proceeding.

9.5 No Adjustment for Certain Restricted Stock Awards. Except as
hereinabove expressly provided, the issuance by the Parent of shares of stock of
any class or securities convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor or upon conversion of shares or obligations of
the Parent convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect previously granted Restricted
Stock Awards, and no adjustment by reason thereof shall be made with respect to
the number of Class A Shares subject to Restricted Stock Awards theretofore
granted or the purchase price per share, if applicable.

ARTICLE X
AMENDMENT AND TERMINATION OF PLAN

10.1 Amendment and Termination. The Board in its discretion may terminate
the Plan at any time with respect to any shares for which Restricted Stock
Awards have not theretofore been granted. The Board shall have the right to
alter or amend the Plan or any part hereof from time to time; provided, however,
that no change in any Restricted Stock Award theretofore granted may be made
which would materially and adversely impair the rights of a Holder without the
consent of the Holder (unless such change is required in order to cause the
benefits under the Plan to qualify as "performance-based" compensation within
the meaning of Section 162(m) of the Code).

10.2 Regulatory Approval of Amendments. No amendment of the Plan or of any
Restricted Stock Awards requiring regulatory approval or the approval of any
stock exchange or quotation system on which the Class A Shares are listed or
quoted shall be effective until all necessary approvals required thereby shall
have been obtained.

-34-

ARTICLE XI
MISCELLANEOUS

11.1 No Right to Restricted Stock Award. Neither the adoption of the Plan
by the Company nor any action of the Board or the Committee shall be deemed to
give an Employee any right to a Restricted Stock Award except as may be
evidenced by a Restricted Stock Award Agreement duly executed on behalf of the
Company, and then solely to the extent and on the terms and conditions expressly
set forth therein.

11.2 No Rights Conferred. Nothing contained in the Plan shall (i) confer
upon any Employee any right with respect to continuation of employment with the
Company, or (ii) interfere in any way with the right of the Company to terminate
the employment of an Employee at any time.

11.3 Other Laws; Withholding. The Parent shall not be obligated to issue
any Class A Shares pursuant to any Restricted Stock Award granted under the Plan
at any time when the shares covered by such Restricted Stock Award have not been
registered under the Securities Act of 1933 and under such other state and
federal laws, rules or regulations as the Parent or the Committee deems
applicable and, in the opinion of legal counsel of the Parent, if there is no
exemption from the registration requirements of such laws, rules or regulations
available for the issuance and sale of such shares. No fractional Class A Shares
shall be delivered, nor shall any cash in lieu of fractional shares be paid. The
Parent shall have the right to deduct in cash (whether under this Plan or
otherwise) in connection with all Restricted Stock Awards any taxes required by
law to be withheld and to require any payments required to enable it to satisfy
its withholding obligations. In the case of any Restricted Stock Award satisfied
in the form of Class A Shares, no shares shall be issued unless and until
arrangements satisfactory to the Parent shall have been made to satisfy any tax
withholding obligations applicable with respect to such Restricted Stock Award.
Subject to such terms and conditions as the Committee may impose, the Parent
shall have the right to retain, or the Committee may, subject to such terms and
conditions as it may establish from time to time, permit Holders to elect to
tender, Class A Shares (including Class A Shares issuable in respect of a
Restricted Stock Award) to satisfy, in whole or in part, the amount required to
be withheld.

11.4 No Restriction on Corporate Action. Nothing contained in the Plan
shall be construed to prevent the Company or the Parent from taking any
corporate action which is deemed by the Company or the Parent to be appropriate
or in its best interest, whether or not such action would have an adverse effect
on the Plan or any Restricted Stock Award made under the Plan. No Employee,
beneficiary or other person shall have any claim against the Company or the
Parent as a result of any such action.

11.5 Restrictions on Transfer. No Restricted Stock Award under the Plan or
any Restricted Stock Award Agreement and no rights or interests herein or
therein, shall or may be assigned, transferred, sold, exchanged, encumbered,
pledged or otherwise hypothecated or disposed of by a Holder except (i) by will
or by the laws of descent and distribution, or (ii) by gift to any Family Member
of the Holder. Notwithstanding any such transfer, the Holder shall continue to
be subject to the withholding requirements provided for under Section 11.3
hereof.

11.6 Beneficiary Designations. Each Holder may, from time to time, name a
beneficiary or beneficiaries (who may be contingent or successive beneficiaries)
for purposes of receiving any amount which is payable in connection with a
Restricted Stock Award under the Plan upon or subsequent to the Holder's death,
by utilizing the Beneficiary Designation form attached hereto as Exhibit B. Each
such beneficiary designation shall serve to revoke all prior beneficiary
designations, be in a form prescribed by the Parent and be effective solely when
filed by the Holder in writing with the Company during the Holder's lifetime. In
the absence of any such written beneficiary designation, for purposes of the
Plan, a Holder's beneficiary shall be the Holder's estate.

11.7 Rule 16b-3. It is intended that, at any time when the Class A Shares
are listed on a national securities exchange or quoted on NASDAQ, the Plan and
any Restricted Stock Award made to a person subject to Section 16 of the
Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision
of the Plan or of any such Restricted Stock Award would disqualify the Plan or
such Restricted Stock Award under, or would otherwise not comply with the
requirements of, Rule 16b-3, such provision or Restricted Stock Award shall be
construed or deemed to have been amended as necessary to conform to the
requirements of Rule 16b-3.

11.8 Section 162(m). It is intended that, at any time when the Class A
Shares are listed on a national securities exchange or quoted on NASDAQ, the
Plan shall comply fully with and meet all the requirements of Section 162(m) of
the Code so that Restricted Stock Awards hereunder which are made to Holders who
are "covered employees" (as defined in Section 162(m) of the Code) shall
constitute "performance-based" compensation within the meaning of Section 162(m)
of the Code. The performance criteria to be utilized under the Plan for such
purposes shall consist of objective tests based on one or more of the following:
earnings or earnings per share, cash flow, customer satisfaction, revenues,
financial return ratios (such as return on equity and/or return on

-35-

assets), market performance, shareholder return and/or value, operating profits,
EBITDA, net profits, profit returns and margins, stock price, credit quality,
sales growth, market share, comparisons to peer companies (on a company-wide or
divisional basis), working capital and/or individual or aggregate employee
performance. If any provision of the Plan would disqualify the Plan or would not
otherwise permit the Plan to comply with Section 162(m) as so intended, such
provision shall be construed or deemed amended to conform to the requirements or
provisions of Section 162(m); provided, however, that no such construction or
amendment shall have a material adverse effect on the economic value to a Holder
of any Restricted Stock Award previously granted hereunder.

11.9 Other Plans. No Restricted Stock Award, payment or amount received
hereunder shall be taken into account in computing an Employee's salary or
compensation for the purposes of determining any benefits under any pension,
retirement, life insurance or other benefit plan of the Company or the Parent,
unless such other plan specifically provides for the inclusion of such
Restricted Stock Award, payment or amount received.

11.10 Limits of Liability. Any liability of the Company or the Parent with
respect to a Restricted Stock Award shall be based solely upon the contractual
obligations created under the Plan and the Restricted Stock Award Agreement.
Neither the Company, the Parent nor any member of the Committee shall have any
liability to any party for any action taken or not taken, in good faith, in
connection with or under the Plan.

11.11 Governing Law. Except as otherwise provided herein, the Plan shall be
construed in accordance with the laws of the State of New York.

11.12 Severability of Provisions. If any provision of the Plan is held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision of the Plan, and the Plan shall be construed and enforced as
if such invalid or unenforceable provision had not been included in the Plan.

11.13 Headings. Headings used throughout the Plan are for convenience only
and shall not be given legal significance.

-36-

EXHIBIT A

OPPENHEIMER & CO. INC.
EMPLOYEE SHARE PLAN
BONUS DEFERRAL ELECTION

TO: Oppenheimer & Co. Inc. (the "Corporation")
Attention: Secretary

FROM:
------------------------------------------
[Print Name]

I hereby elect to have ______% of my Bonus, if any, otherwise payable to me for
my services rendered during 200_, to be utilized under the Oppenheimer & Co.
Inc. Employee Share Plan (the "Plan") to purchase Class A Shares of the Parent,
all pursuant to the provisions of Article VIII of the Plan.

I understand that, once made, this Election shall be irrevocable.

The Effective Date of this Election is: _______________ (to be completed by the
Secretary; this will be the first January 7 following the date of this
Election).

I understand that all capitalized terms and phrases used herein shall have the
same meanings as ascribed to them under the Plan.

Signed: Dated:
-------------------------------------- -------------------

Accepted by: Dated:
-------------------------------------- -------------------
Secretary,
on behalf of the Corporation,
certifying that this Election of Bonus
Deferral is complete

-37-

EXHIBIT B

OPPENHEIMER & CO. INC.
EMPLOYEE SHARE PLAN
BENEFICIARY DESIGNATION

TO: Oppenheimer & Co. Inc. (the "Corporation")
Attention: Secretary

FROM:
----------------------------------
[Print Name]

I hereby designate the following as my beneficiary or beneficiaries under the
Oppenheimer & Co. Inc. Employee Share Plan (the "Plan") to receive, in the event
of my death, my Plan benefit, as follows:

Your Primary Designated Beneficiary is the follow person who would receive your
benefit if you should die.

Your Surviving Designated Beneficiary is the person who will receive your
benefit if your Primary Designated Beneficiary dies before you. If you wish to
name more than one Primary Designated Beneficiary, you must note whether the
surviving Primary Designated Beneficiaries will be entitled to your benefit if
one of your Primary Designated Beneficiaries die. If not, that Designated
Beneficiary's percentage will be paid to your Surviving Designated Beneficiary.
If you wish to have your benefit distributed to your other Primary Designated
Beneficiaries, note "or to the survivor" after each person's name.

Primary Designated Beneficiary Percent Relationship Social Security #
------------------------------ ------- ------------ -----------------
(include address if not same as yours)

%
-------------------------------------- ------- ------------ -----------------

Surviving Designated Beneficiary Percent Relationship Social Security #
-------------------------------- ------- ------------ -----------------
(include address if not same as yours)

%
-------------------------------------- ------- ------------ -----------------

I understand that all capitalized terms and phrases used herein shall have the
same meanings as ascribed to them under the Plan.

Signed: Dated:
-------------------------------- --------------------------

Accepted by: Dated:
--------------------------- --------------------------
Secretary,
on behalf of the Corporation,
certifying that this Designation
of Beneficiary Election is
complete

-38-

SCHEDULE C

ONTARIO CORPORATION NO. 226839

APPLICATION FOR AUTHORIZATION TO CONTINUE IN ANOTHER JURISDICTION

1. The name of the Corporation is:

OPPENHEIMER HOLDINGS INC.

2. Date of incorporation/amalgamation

November 16, 1933

3. The corporation is offering securities to the public within the meaning of
subsection 1(6) of the Business Corporations Act

4. The corporation is not in default in filing notices under the Corporations
Information Act.

5. There are no actions, suits or proceedings pending against the corporation
and no unsatisfied judgements or orders outstanding against the
corporation.

6. It is requested that the corporation be authorized under section 181 of the
Business Corporations Act to apply to the proper officer for an instrument
of continuance continuing the corporation as if it had been incorporated
under the laws of Canada.

7. The laws of the jurisdiction to which the corporation will apply for an
instrument of continuance provide in effect that:

(a) The property of the corporation continues to be the property of the
body corporate;

(b) The body corporate continues to be liable for the obligations of the
corporation;

(d) A civil, criminal, or administrative action or proceeding pending by
or against the corporation may be continued to be prosecuted by or
against the body corporate; and

(e) a conviction against the corporation may be enforced against the body
corporate or a ruling, order of judgement in favour of or against the
corporation may be enforced by or against the body corporate.

8. This application has been authorized by a special resolution:

9. This application is accompanied by the consent of:

(a) The Corporations Tax Branch of the Ministry of Revenue and

(b) The Ontario Securities Commission.

This application is signed in duplicate.

OPPENHEIMER HOLDINGS INC.

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

-39-

Industry Canada Form 11
Canada Business Articles of Continuance
Corporations Act (Section 187)

1. Name of Corporation

OPPENHEIMER HOLDINGS INC.

2. The province or territory in Canada where the registered office is to be
situated

ONTARIO

3. The classes and any maximum number of shares that the corporation is
authorized to issue

See attached Schedule A

4. Restrictions, if any on share transfers

none

5. Number (or minimum and maximum number) of directors

minimum of five (5) and maximum of fifteen (15)

6. Restrictions, if any, on business the corporation may carry on

none

7. Change of name effected, previous name

none

8. Details of incorporation

Incorporated on November 16, 1933 under the laws of British Columbia;
and Continued on October 12, 1977 under the laws of Ontario

9. Other provisions, if any

See attached Schedule B

-40-

SCHEDULE A

to Articles of Continuance of Oppenheimer Holdings Inc.

4. The classes and any maximum number of shares that the corporation is
authorized to issue:

An unlimited number of First Preference Shares, issuable in series;
An unlimited number of Class A non-voting shares; and
99,680 Class B voting shares.

The rights, privileges, restrictions and conditions attaching to each class of
shares are as follows:

1. First Preference Shares

The First Preference Shares shall, as a class, have attached thereto the
following rights, privileges, restrictions and conditions:

(a) Directors' Right to Issue in One or More Series

The First Preference Shares may at any time and from time to time be issued
in one or more series, each series to consist of such number of shares as may,
before the issue thereof, be fixed by resolution of the board of directors of
the Corporation. The board of directors of the Corporation shall (subject as
hereinafter provided) by resolution duly passed before the issue of any First
Preference Shares of any series, determine the designation of and the rights,
privileges, restrictions and conditions to be attached to the First Preference
Shares of any such series, including, but without in any way limiting or
restricting the generality of the foregoing, the rate or amount of dividends or
the method of calculating dividends whether cumulative, non cumulative or
partially cumulative, the date or dates and place or places of payment thereof,
coversion rights (if any), the consideration and the terms and conditions of any
redemption, including any sinking fund provisions, or purchase by the
Corporation thereof, and the restrictions (if any) respecting payment of
dividends on or the return of capital in respect of any shares ranking junior to
the First Preference Shares.

(b) Ranking of First Preference Shares

The First Preference Shares of each series shall rank on a parity with the
First Preference Shares of every other series, and shall be entitled to a
preference over the Class A non-voting shares and the Class B voting shares of
the Corporation and over any other shares ranking junior to the First Preference
Shares with respect to priority in payment of dividends and the distribution of
assets or return of capital in the event of the liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, or any other
distribution of the assets or return of capital of the Corporation among its
shareholders for the purpose of winding up its affairs, and the First Preference
Shares of each series may also be given such other preferences not inconsistent
with the provisions of these articles over the Class A non-voting shares and the
Class B voting shares of the Corporation and any other shares ranking junior to
the First Preference Shares as may be determined in the case of each series
authorized to be issued. When any cumulative dividends or amounts payable on a
return of capital in respect of a series of First Preference Shares are not paid
in full, the First Preference Shares of all series shall participate rateably in
respect of such dividends, including accumulations, if any, in accordance with
the sums that would be payable on such shares if all such dividends were
declared and paid in full, and on any return of capital in accordance with the
sums that would be payable on such return of capital if all sums so payable were
paid in full; provided, however, that in the event of there being insufficient
assets to satisfy in full all such claims as aforesaid, the claims of the
holders of such shares with respect to return of capital shall first be paid and
satisfied and any assets remaining thereafter shall be applied towards the
payment and satisfaction of claims in respect of dividends.

(i) Unless the directors otherwise determine by resolution, the
holders of shares of a series of First Preference Shares, as
such, shall not be entitled to receive notice of or to attend or
vote at meetings of shareholders of the Corporation except that
holders of shares of any series of First Preference Shares shall
be entitled to notice of meetings of shareholders called for the
purpose of authorizing the dissolution of the Corporation or the
sale of its undertaking or a substantial part thereof and, where
entitled by law, holders of First

-41-

Preference Shares of all series shall be entitled to notice of
and to vote at meetings of shareholders with each First
Preference Share entitling the holder thereof to one vote per
share.

(ii) The holders of the First Preference Shares as a class, or, of a
series of First Preference Shares, as such, shall not be entitled
to vote separately as a class or series or to dissent under the
Canada Business Corporations Act and any statute that may be
substituted therefor, as from time to time amended (hereinafter
the "Act") upon a proposal to amend the Articles to:

(1) increase or decrease any maximum number of authorized First
Preference Shares, or increase any maximum number of
authorized shares of a class or series having rights or
privileges equal or superior to the First Preference Shares
or any series thereof; or

(2) create a new class or series of shares equal or superior to
the First Preference Shares;

or to dissent under the Act upon a proposal to amend the Articles to
effect an exchange, reclassification or cancellation of all or part of
the First Preference Shares or any series thereof.

2. Class A non-voting shares and Class B voting shares

(a) Ranking of Class A non-voting shares and Class B voting shares

Subject as herein provided and to the rights, privileges, restrictions and
conditions attaching to any other class of shares of the Corporation, the Class
A non-voting shares and the Class B voting shares shall rank equally with each
other in all respects including the right to receive dividends and to receive
the remaining property of the Corporation in the event of the liquidation,
dissolution or winding up of the Corporation whether voluntary or involuntary or
any other distribution of assets of the Corporation among its shareholders for
the purposes of winding up its affairs.

(b) Voting - Class B voting shares

(i) The holders of the Class B voting shares, as such, shall be
entitled to vote at all meetings of shareholders, except meetings
at which only holders of a specified class, other than Class B
voting shares, or a specified series of shares are entitled to
vote and shall be entitled to one vote for each Class B voting
share held.

(ii) Holders of Class B voting shares, as such, shall not be entitled
to vote separately as a class or to dissent under the Act upon a
proposal to amend the Articles to:

(1) increase or decrease any maximum number of authorized Class
B voting shares or increase any maximum number of authorized
shares of a class of shares having rights or privileges
equal or superior to the Class B voting shares; or

(2) create a new class or series of shares equal or superior to
the Class B voting shares;

or to dissent under the Act upon a proposal to amend the Articles to
effect an exchange, reclassification, or cancellation of all or a part
of the Class B voting shares.

(i) Except where entitled by law holders of Class A non-voting
shares, as such, shall not be entitled to vote at meetings
of shareholders of the Corporation.

(ii) Where entitled by law to vote at meetings of shareholders of
the Corporation holders of Class A non-voting shares shall
be entitled to one vote for each Class A non-voting share
held.

-42-

SCHEDULE B

to Articles of Continuance of Oppenheimer Holdings Inc.

9. Other provisions:

1. The board of directors may from time to time on behalf of the corporation,
without authorization of the shareholders:

(a) borrow money on the credit of the corporation;

(b) issue, reissue, sell, pledge or hypothecate bonds, debentures, notes
or other evidences of indebtedness or guarantee of the corporation,
whether secured or unsecured;

(c) give a guarantee on behalf of the corporation to secure performance of
any present or future indebtedness, liability or obligation of any
person; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any currently owned or subsequently acquired real or
personal, movable or immovable, property of the corporation including
book debts, rights, powers, franchises and undertakings, to secure any
such bonds, debentures, notes or other evidences of indebtedness or
any guarantees or any other present or future indebtedness, liability
or obligation of the corporation.

2. The board of directors may from time to time delegate to such one or more
of the directors and officers of the corporation as may be designated by
the board all or any of the powers conferred on the board above to such
extent and in such manner as the board shall determine at the time of such
delegation.

3. All meetings of the Directors and Shareholders may be held in Canada or
outside Canada.

4. The directors or the shareholders may by resolution from time to time
determine the number of directors to be elected at an annual meeting,
within such minimum and maximum number of directors. The directors or
shareholders may by resolution passed at a meeting specially called for
such purpose remove any director from office and the vacancy created by
such removal may be filled at the same meeting.

5. The directors may appoint one or more additional directors, in addition to
the maximum number of directors provided for in the articles, who shall
hold office for a term expiring not later than the close of the next annual
meeting of shareholders, but the total number of directors so appointed may
not exceed one third of the number of directors elected at the previous
annual meeting of shareholders.

-43-

SCHEDULE D

BY-LAW NO. 1

A by-law relating generally to the transaction
of the business and affairs of

OPPENHEIMER HOLDINGS INC.

CONTENTS

PART DESCRIPTION
---- -----------

I - Interpretation
II - Business of the Corporation
III - Borrowing and Securities
IV - Directors
V - Committees
VI - Officers
VII - Protection of Directors, Officers and Others
VIII - Shares
IX - Dividends and Rights
X - Meetings of Shareholders
XI - Notices
XII - Documents in Electronic Form
XIII - Effective Date

BE IT ENACTED as a by-law of OPPENHEIMER HOLDINGS INC. (hereinafter referred to
as the "Corporation") as follows:

PART I
INTERPRETATION

1.01 DEFINITIONS. In the by-laws of the Corporation, unless the context
otherwise requires:

"Act" means the Canada Business Corporations Act, and any statute that may
be substituted therefor, as from time to time amended;

"appoint" includes "elect" and vice versa;

"articles" means the articles of incorporation of the Corporation as from
time to time amended or restated;

"board" means the board of directors of the Corporation;

"by-laws" means this by-law and all other by-laws of the Corporation from
time to time in force and effect;

"meeting of shareholders" includes an annual meeting of shareholders and a
special meeting of shareholders; "special meeting of shareholders" includes
a meeting of any class or classes of shareholders and a special meeting of
all shareholders entitled to vote at an annual meeting of shareholders;

"non-business day" means Saturday, Sunday and any other day that is a
holiday as defined in the Interpretation Act (Canada);

"recorded address" means in the case of a shareholder, that person's
address as recorded in the securities register; and in the case of joint
shareholders the address appearing in the securities register in respect of
such joint holding or the first address so appearing if there are more than
one; and in the case of a director, officer, auditor or member of a
committee of the board, that individual's latest address as recorded in the
records of the Corporation;

-44-

"regulations" means the regulations enacted pursuant to the Act, as from
time to time amended;

"signing officer" means, in relation to any instrument, any person
authorized to sign the same on behalf of the Corporation by section 2.03 or
by a resolution passed pursuant thereto;

"unanimous shareholder agreement" means a written agreement among all the
shareholders of the Corporation, or among all such shareholders and one or
more persons who are not shareholders, or a written declaration of the
beneficial owner of all of the issued shares of the Corporation, that
restricts, in whole or in part, the powers of the directors to manage the
business and affairs of the Corporation, as from time to time amended;

save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein; and

words importing the singular number include the plural and vice versa; and
words importing persons include individuals, bodies corporate,
partnerships, trusts and unincorporated organizations.

PART II
BUSINESS OF THE CORPORATION

2.01 CORPORATE SEAL. The Corporation may have one or more different corporate
seals which may be adopted or changed from time to time by the board, on which
the name of the Corporation appears in the language or one or more of the
languages set out in the articles.

2.02 FINANCIAL YEAR. The financial year of the Corporation shall end on December
31 or such other day in each year as the board may from time to time by
resolution determine.

2.03 EXECUTION OF INSTRUMENTS. Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by any two of the directors or officers. In addition, the board may
from time to time direct the manner in which and the person or persons by whom
any particular instrument or class of instruments may or shall be signed. Any
signing officer may affix the corporate seal (if any) to any instrument. Any
signing officer may certify a copy of any instrument, resolution, by-law or
other document of the Corporation to be a true copy thereof.

2.04 EXECUTION IN COUNTERPART. Any articles, notice, resolution, requisition,
statement or other document required or permitted to be executed in several
documents of like form each of which is executed by all persons required or
permitted, as the case may be, to do so, shall be deemed to constitute one
document and to bear date as of the date of execution thereof by the last
person.

2.05 BANKING ARRANGEMENTS. The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security therefor,
shall be transacted with such banks, trust companies or other bodies corporate
or organizations as may from time to time be designated by or under the
authority of the board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
board may from time to time prescribe or authorize.

2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE. The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such proxies, certificates
or other evidence shall be in favour of such person or persons as may be
determined by the officers signing or arranging for them. In addition, the board
may from time to time direct the manner in which and the person or persons by
whom any particular voting rights or class of voting rights may or shall be
exercised.

2.07 WITHHOLDING INFORMATION FROM SHAREHOLDERS. No shareholder shall be entitled
to discovery of any information respecting any details or conduct of the
Corporation's business which, in the opinion of the board, it would be
inexpedient in the interests of the shareholders or the Corporation to
communicate to the public. The board may from time to time determine whether and
to what extent and at what time and place and under what conditions or
regulations the accounts, records and documents of the Corporation or any of
them shall be open to the inspection of shareholders and no shareholder shall
have any right of inspecting any account, record or document of the Corporation
except as conferred by the Act or authorized by the board or by resolution
passed at a meeting of shareholders.

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2.08 CREATION AND CONSOLIDATION OF DIVISIONS. The board may cause the business
and operations of the Corporation or any part thereof to be divided or to be
segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as the board may consider appropriate in each
case. The board may also cause the business and operations of any such division
to be further divided into sub-units and the business and operations of any such
divisions or sub-units to be consolidated upon such basis as the board may
consider appropriate in each case.

2.09 NAME OF DIVISION. Subject to compliance with law, any division or its
sub-units may be designated by such name as the board may from time to time
determine and may transact business under such name, provided that the
Corporation shall set out its corporate name in legible characters in all
contracts, invoices, negotiable instruments and orders for goods or services
issued or made by or on behalf of the Corporation.

2.10 OFFICERS OF DIVISION. From time to time the board or, if authorized by the
board, the chief executive officer, may appoint one or more officers for any
division, prescribe their powers and duties and settle their terms of employment
and remuneration. The board or, if authorized by the board, the chief executive
officer, may remove at its or that individual's pleasure any officer so
appointed, without prejudice to such officer's rights under any employment
contract. Officers of divisions or their sub-units shall not, as such, be
officers of the Corporation.

PART III
BORROWING AND SECURITIES

3.01 BORROWING POWER. Without limiting the borrowing powers of the Corporation
as set forth in the Act, but subject to the articles and any unanimous
shareholder agreement, the board may from time to time on behalf of the
Corporation, without authorization of the shareholders:

(a) borrow money on the credit of the Corporation;

(b) issue, reissue, sell, pledge or hypothecate bonds, debentures, notes or
other evidences of indebtedness or guarantee of the Corporation, whether
secured or unsecured;

(c) give a guarantee on behalf of the Corporation to secure performance of any
present or future indebtedness, liability or obligation of any person; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in
all or any currently owned or subsequently acquired real or personal,
movable or immovable, property of the Corporation including book debts,
rights, powers, franchises and undertakings, to secure any such bonds,
debentures, notes or other evidences of indebtedness or guarantee or any
other present or future indebtedness, liability or obligation of the
Corporation.

(e) Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted
or endorsed by or on behalf of the Corporation.

3.02 DELEGATION. The board may from time to time delegate to a committee of the
board, a director or an officer of the Corporation or any other person as may be
designated by the board all or any of the powers conferred on the board by
section 3.01 or by the Act to such extent and in such manner as the board may
determine at the time of each such delegation.

PART IV
DIRECTORS

4.01 NUMBER OF DIRECTORS AND QUORUM. Until changed in accordance with the Act,
the board shall consist of not less than the minimum and not more than the
maximum number of directors provided for in the articles. The directors or the
shareholders may by resolution from time to time determine the number of
directors to be elected at an annual meeting, within such minimum and maximum.
Subject to section 4.08, the quorum for the transaction of business at any
meeting of the board shall consist of a majority of the minimum number of
directors provided for in the articles or such greater number of directors as
the board may from time to time determine.

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4.02 QUALIFICATION. Unless otherwise provided by the Act, at least twenty-five
per cent of the directors shall be resident Canadians. However, if at any time
there are less than four directors, at least one director must be a resident
Canadian. No person shall be qualified for election as a director if such
person: (a) is less than 18 years of age; (b) is of unsound mind and has been so
found by a court in Canada or elsewhere; (c) is not an individual; or (d) has
the status of a bankrupt. A director need not be a shareholder.

4.03 ELECTION AND TERM. The election of directors shall take place at the first
meeting of shareholders and at each annual meeting of shareholders and all the
directors then in office shall retire but, if qualified, shall be eligible for
re-election. The number of directors to be elected at any such meeting shall be
the number of directors then in office unless the directors or the shareholders
otherwise determine. The election shall be by resolution. If an election of
directors is not held at the proper time, the incumbent directors shall continue
in office until their successors are elected. Where the shareholders adopt an
amendment to the articles to increase the number or minimum number of directors,
the shareholders may, at the meeting at which they adopt the amendment, elect
the additional number of directors thereby authorized.

4.04 REMOVAL OF DIRECTORS. Subject to the provisions of the Act, the
shareholders may by resolution passed at a meeting specially called for such
purpose remove any director from office and the vacancy created by such removal
may be filled at the same meeting failing which it may be filled by the board.

4.05 VACATION OF OFFICE. A director ceases to hold office when such director
dies, is removed from office by the shareholders acting pursuant to the Act, or
ceases to be qualified for election as a director, or earlier if such director
shall have submitted a written resignation to the Corporation; in which
last-mentioned event such director shall cease to hold office at the later of
(i) the time when such written resignation is sent or delivered to the
Corporation and (ii) the time, if any, specified in such written resignation as
the effective time of such resignation.

4.06 VACANCIES. Subject to the Act, a quorum of the board may fill a vacancy in
the board, except a vacancy resulting from an increase in the minimum or maximum
number of directors or from a failure of the shareholders to elect the minimum
number of directors. In the absence of a quorum of the board, or if the vacancy
has arisen from a failure of the shareholders to elect the minimum number of
directors, the board shall forthwith call a special meeting of shareholders to
fill the vacancy. If the board fails to call such meeting or if there are no
directors then in office, any shareholder may call the meeting.

4.07 ACTION BY THE BOARD. Subject to any unanimous shareholder agreement, the
board shall manage, or supervise the management of, the business and affairs of
the Corporation. Subject to sections 4.08 and 4.09, the powers of the board may
be exercised by a meeting at which the quorum is present or by resolution in
writing signed by all the directors entitled to vote on that resolution at a
meeting of the board. Where there is a vacancy in the board, the remaining
directors may exercise all the powers of the board so long as a quorum remains
in office. Where the Corporation has only one director, that director may
constitute a meeting.

4.08 CANADIAN DIRECTORS PRESENT AT MEETING. Unless otherwise provided by the
Act, the board shall not transact business at a meeting, other than filling a
vacancy in the board, unless at least twenty-five percent of the directors
present at the meeting are resident Canadians or, if there are less than four
directors, at least one of the directors present is a resident Canadian, except
where:

(a) a resident Canadian director who is unable to be present approves in
writing or by telephonic, electronic or other communications facilities,
the business transacted at the meeting; and

(b) the required number of resident Canadians would have been present had that
director been present at the meeting.

4.09 MEETING BY COMMUNICATIONS FACILITY. If all the directors of the Corporation
consent, a director may, in accordance with the regulations, participate in a
meeting of the board, or of a committee of the board, by means of a telephonic,
electronic or other communications facility that permits all participants to
communicate adequately with each other during the meeting. A director
participating in such a meeting by such means is deemed to be present at the
meeting. Any such consent shall be effective whether given before or after the
meeting to which it relates and may be given with respect to all meetings of the
board and of committees of the board.

4.10 PLACE OF MEETINGS. Meetings of the board may be held at any place in or
outside Canada.

4.11 CALLING OF MEETINGS. Meetings of the board shall be held from time to time
at such time and at such place as the board, the chairman of the board, the
managing director, the president, the vice-president or any two directors may
determine.

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4.12 NOTICE OF MEETING. Notice of the time and place of each meeting of the
board shall be given in the manner provided in section 11.01 to each director
not less than 48 hours before the time when the meeting is to be held. A notice
of a meeting of directors need not specify the purpose of or the business to be
transacted at the meeting except where the Act requires such purpose or business
to be specified, including, if required by the Act, any proposal to:

(a) submit to the shareholders any question or matter requiring approval of the
shareholders;

(b) fill a vacancy among the directors or in the office of auditor, or appoint
additional directors;

(d) issue shares of a series;

(e) declare dividends;

(f) purchase, redeem or otherwise acquire shares issued by the Corporation;

(g) pay a commission for the sale of shares;

(h) approve a management proxy circular;

(i) approve a take-over bid circular or directors' circular;

(j) approve any annual financial statements; or

(k) adopt, amend or repeal by-laws.

4.13 FIRST MEETING OF NEW BOARD. Provided a quorum of directors is present, each
newly elected board may without notice hold its first meeting immediately
following the meeting of shareholders at which such board is elected.

4.14 ADJOURNED MEETING. Notice of an adjourned meeting of the board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.

4.15 REGULAR MEETINGS. The board may appoint a day or days in any month or
months for regular meetings of the board at a place and hour to be named. A copy
of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.

4.16 CHAIRMAN. The chairman of any meeting of the board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: chairman of the board, managing
director, president, or a vice-president. If no such officer is present, the
directors present shall choose one of their number to be chairman.

4.17 VOTES TO GOVERN. At all meetings of the board every question shall be
decided by a majority of the votes cast on the question. In case of an equality
of votes the chairman of the meeting shall be entitled to a second or casting
vote.

4.18 DECLARATION OF INTEREST. A director or officer who is a party to, or who is
a director or officer of, or has a material interest in, any person who is a
party to a material contract or material transaction, whether made or proposed,
with the Corporation, shall disclose the nature and extent of his or her
interest at the time and in the manner provided by the Act. Any such contract or
proposed contract shall be referred to the board or shareholders for approval
even if such contract is one that in the ordinary course of the Corporation's
business would not require approval by the board or shareholders, and a director
interested in a contract so referred to the board shall not vote on any
resolution to approve the same except as provided by the Act.

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4.19 REMUNERATION AND EXPENSES. Subject to any unanimous shareholder agreement,
the directors shall be paid such remuneration for their services as the board
may from time to time determine. The directors shall also be entitled to be
reimbursed for travelling and other expenses properly incurred by them in
attending meetings of the board or any committee thereof. Nothing herein
contained shall preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

PART V
COMMITTEES

5.01 COMMITTEE OF BOARD. The board may appoint one or more committees of the
board, however designated, and delegate to any such committee any of the powers
of the board except those which, under the Act, a committee of the board has no
authority to exercise.

5.02 TRANSACTION OF BUSINESS. The powers of a committee of the board may be
exercised by a meeting at which a quorum is present or by resolution in writing
signed by all members of such committee who would have been entitled to vote on
that resolution at a meeting of the committee. Meetings of such committee may be
held at any place in or outside of Canada.

5.03 ADVISORY BODIES. The board may from time to time appoint advisory bodies.

5.04 PROCEDURE. Unless otherwise determined by the board, each committee and
advisory body shall have power to fix its quorum at not less than a majority of
its members, to elect its chairman and to regulate its procedure.

PART VI
OFFICERS

6.01 APPOINTMENT. Subject to any unanimous shareholder agreement, the board may
from time to time appoint a chairman of the board, a president, one or more
vice-presidents (to which title may be added words indicating seniority or
function), a secretary, a treasurer and such other officers as the board may
determine, including one or more assistants to any of the officers so appointed.
The board may specify the duties of and, in accordance with this by-law and
subject to the provisions of the Act, delegate to such officers powers to manage
the business and affairs of the Corporation. Subject to sections 6.02 and 6.03,
an officer may but need not be a director and one person may hold more than one
office.

6.02 CHAIRMAN OF THE BOARD. If appointed, the board may assign to the chairman
of the board such powers and duties as the board may specify. During the absence
or disability of the chairman of the board, the chairman's duties shall be
performed and the chairman's powers exercised by the managing director, if any,
or by the president.

6.03 MANAGING DIRECTOR. The board may from time to time also appoint a managing
director. If appointed, the managing director shall, subject to the provisions
of the Act, have such powers and duties as the board may specify. During the
absence or disability of the president, or if no president has been appointed,
the managing director shall also have the powers and duties of that office.

6.04 PRESIDENT. If appointed, the president shall have such powers and duties as
the board may specify. During the absence or disability of the managing
director, or if no managing director has been appointed, the president shall
also have the powers and duties of that office.

6.05 VICE-PRESIDENT. A vice-president shall have such powers and duties as the
board or the chief executive officer may specify.

6.06 SECRETARY. The secretary, as and when requested to do so, shall attend and
be the secretary of all meetings of the board, shareholders and committees of
the board and shall enter or cause to be entered in records kept for that
purpose minutes of all proceedings thereat; the secretary shall give or cause to
be given, as and when instructed, all notices to shareholders, directors,
officers, auditors and members of committees of the board; the secretary shall
be the custodian of the stamp or mechanical device generally used for affixing
the corporate seal of the Corporation (if any) and of all books, papers,
records, documents and instruments belonging to the Corporation, except when
some other officer or agent has been appointed for that purpose; and the
secretary shall have such other powers and duties as the board or the chief
executive officer may specify.

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6.07 TREASURER. The treasurer shall keep proper accounting records in compliance
with the Act and shall be responsible for the deposit of money, the safekeeping
of securities and the disbursement of the funds of the Corporation; the
treasurer shall render to the board whenever required an account of all
transactions undertaken and of the financial position of the Corporation; and
the treasurer shall have such other powers and duties as the board or the chief
executive officer may specify.

6.08 POWERS AND DUTIES OF OTHER OFFICERS. The powers and duties of all other
officers shall be such as the terms of their engagement call for or as the board
or the chief executive officer may specify. Any of the powers and duties of an
officer to whom an assistant has been appointed may be exercised and performed
by such assistant, unless the board or the chief executive officer otherwise
directs.

6.09 VARIATION OF POWERS AND DUTIES. The board may from time to time and subject
to the provisions of the Act, vary, add to or limit the powers and duties of any
officer.

6.10 TERM OF OFFICE. The board, in its discretion, may remove any officer of the
Corporation, without prejudice to such officer's rights under any employment
contract. Otherwise each officer appointed by the board shall hold office until
such officer's successor is appointed, or until such officer's earlier
resignation.

6.11 TERMS OF EMPLOYMENT AND REMUNERATION. The terms of employment and the
remuneration of an officer appointed by the board shall be settled by it from
time to time.

6.12 DECLARATION OF INTEREST. An officer shall disclose his or her interest in
any material contract or proposed material contract with the Corporation in
accordance with section 4.18.

6.13 AGENTS AND ATTORNEYS. The board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the powers to subdelegate) as may
be thought fit.

6.14 FIDELITY BONDS. The board may require such officers, employees and agents
of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such surety
as the board may from time to time determine.

PART VII
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 LIMITATION OF LIABILITY. No director or officer shall be liable for the
acts, receipts, neglects or defaults of any other director or officer or
employee, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation, or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the moneys, securities or effects of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or oversight on
such individual's part, or for any other loss, damage or misfortune whatever
which shall happen in the execution of the duties of such individual's office or
in relation thereto; provided that nothing herein shall relieve any director or
officer from the duty to act in accordance with the Act and the regulations
thereunder or from liability for any breach thereof.

7.02 INDEMNITY. Subject to the limitations contained in the Act, the Corporation
shall indemnify a director or officer, a former director or officer, or another
individual who acts or acted at the Corporation's request as a director or
officer, or an individual acting in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other action or
proceeding in which the individual is involved because of such individual's
association with the Corporation or other entity, if the individual:

(a) acted honestly and in good faith with a view to the best interests of the
Corporation, or, as the case may be, to the best interests of the other
entity for which the individual acted as director or officer or in a
similar capacity at the request of the Corporation; and

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(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the individual had reasonable grounds for
believing that the individual's conduct was lawful.

The Corporation may advance moneys to an individual entitled to indemnification
pursuant to this section for the costs, charges and expenses of such
proceedings. The Corporation shall also indemnify such person in such other
circumstances as the Act requires. Nothing in this by-law shall limit the right
of any person entitled to indemnity apart from the provisions of this by-law.

7.03 INSURANCE. The Corporation may purchase and maintain insurance for the
benefit of any individual referred to in section 7.02 against any liability
incurred by the individual:

(a) in the individual's capacity as a director or officer of the Corporation;
or

(b) in the individual's capacity as a director or officer, or similar capacity,
of another entity, if the individual acts or acted in that capacity at the
request of the Corporation.

PART VIII
SHARES

8.01 ALLOTMENT. Subject to the provisions of the Act, the articles and any
unanimous shareholder agreement, the board may from time to time allot or grant
options to purchase the whole or any part of the authorized and unissued shares
of the Corporation at such times and to such persons and for such consideration
as the board shall determine, provided that no share shall be issued until it is
fully paid as provided by the Act.

8.02 COMMISSIONS. The board may from time to time authorize the Corporation to
pay a commission to any person in consideration of such person purchasing or
agreeing to purchase shares of the Corporation, whether from the Corporation or
from any other person, or procuring or agreeing to procure purchasers for any
such shares.

8.03 REGISTRATION OF TRANSFERS. Subject to the provisions of the Act, no
transfer of shares shall be registered in a securities register except upon
presentation of the certificate representing such shares with an endorsement,
which complies with the Act, made thereon or delivered therewith duly executed
by an appropriate person as provided by the Act, together with such reasonable
assurance that the endorsement is genuine and effective as the board may from
time to time prescribe, upon payment of all applicable taxes and any fees
prescribed by the board, upon compliance with such restrictions on transfer as
are authorized by the articles and upon satisfaction of any lien referred to in
section 8.05.

8.04 TRANSFER AGENTS AND REGISTRARS. The board may from time to time appoint one
or more agents to maintain, in respect of each class of securities of the
Corporation issued by it in registered form, a central securities register and
one or more branch securities registers. Such a person may be designated as
transfer agent or registrar according to such person's functions and one person
may be designated both registrar and transfer agent. The board may at any time
terminate such appointment.

8.05 LIEN FOR INDEBTEDNESS. If the articles provide that the Corporation shall
have a lien on shares registered in the name of a shareholder indebted to the
Corporation, such lien may be enforced, subject to any other provision of the
articles and to any unanimous shareholder agreement, by the sale of the shares
thereby affected or by any other action, suit, remedy or proceeding authorized
or permitted by law or by equity and, pending such enforcement, the Corporation
may refuse to register a transfer of the whole or any part of such shares.

8.06 NON-RECOGNITION OF TRUSTS. Subject to the provisions of the Act, the
Corporation may treat the person in whose name a share is registered in the
securities register as the person exclusively entitled to vote, to receive
notices, to receive any dividend or other payments in respect of the share and
otherwise to exercise all the rights and powers of an owner.

8.07 SHARE CERTIFICATES. Every holder of one or more shares of the Corporation
shall be entitled, at the shareholder's option, to a share certificate, or to a
non-transferable written certificate of acknowledgment of such shareholder's
right to obtain a share certificate, stating the number and class or series of
shares held by such shareholder as shown on the securities register. Such
certificates shall be in such form as the board shall from time to time approve.
Any such certificate shall be signed in accordance with section 2.03 and need
not be under corporate seal; provided that, unless the board otherwise
determines, certificates in respect of which a transfer agent and/or registrar
has been appointed shall not be valid unless countersigned by or on behalf of
such transfer agent and/or registrar. The

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signature of one of the signing officers or, in the case of certificates which
are not valid unless countersigned by or on behalf of a transfer agent and/or
registrar, the signatures of both signing officers, may be printed or
mechanically reproduced in facsimile upon certificates and every such facsimile
signature shall for all purposes be deemed to be the signature of the officer
whose signature it reproduces and shall be binding upon the Corporation. A
certificate executed as aforesaid shall be valid notwithstanding that one or
both of the officers whose facsimile signature appears thereon no longer holds
office at the date of issue of the certificate.

8.08 REPLACEMENT OF SHARE CERTIFICATES. The board or any officer or agent
designated by the board may in its or such person's discretion direct the issue
of a new share certificate or certificate of acknowledgment in lieu of and upon
cancellation of a certificate that has been mutilated or in substitution for a
certificate claimed to have been lost, destroyed or wrongfully taken on payment
of such fee, not exceeding the amount prescribed by regulation for the issuing
of a share certificate in respect of a transfer, and on such terms as to
indemnity, reimbursement of expenses and evidence of loss and of title as the
board may from time to time prescribe, whether generally or in any particular
case.

8.09 JOINT SHAREHOLDERS. If two or more persons are registered as joint holders
of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share.

8.10 DECEASED SHAREHOLDERS. In the event of the death of a holder, or of one of
the joint holders, of any share, the Corporation shall not be required to make
any entry in the securities register in respect thereof or to make payment of
any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.

PART IX
DIVIDENDS AND RIGHTS

9.01 DIVIDENDS. Subject to the provisions of the Act and the articles, the board
may from time to time declare dividends payable to the shareholders according to
their respective rights and interest in the Corporation. Dividends may be paid
in money or property or by issuing fully paid shares of the Corporation.

9.02 DIVIDEND CHEQUES. A dividend payable in money shall be paid by cheque drawn
on the Corporation's or the Corporation's dividend disbursing agent bankers or
one of them to the order of each registered holder of shares of the class or
series in respect of which it has been declared and mailed by prepaid ordinary
mail to such registered holder at his or her recorded address, unless such
holder otherwise directs. In the case of joint holders the cheque shall, unless
such joint holders otherwise direct, be made payable to the order of all of such
joint holders and mailed to them at their recorded address. The mailing of such
cheque as aforesaid, unless the same is not paid on due presentation, shall
satisfy and discharge the liability for the dividend to the extent of the sum
represented thereby plus the amount of any tax which the Corporation is required
to and does withhold.

9.03 NON-RECEIPT OF CHEQUES. In the event of non-receipt of any dividend cheque
by the person to whom it is sent as aforesaid, the Corporation shall issue to
such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the board may from time to time prescribe, whether generally or in any
particular case.

9.04 RECORD DATE FOR DIVIDENDS AND RIGHTS. The board may fix in advance a date,
preceding by not more than 60 days, or such other period as may be prescribed by
regulation, the date for the payment of any dividend or the date for the issue
of any warrant or other evidence of the right to subscribe for securities of the
Corporation, as a record date for the determination of the persons entitled to
receive payment of such dividend or to exercise the right to subscribe for such
securities, and notice of any such record date shall be given not less than 7
days before such record date, or such other period as may be prescribed by
regulation, in the manner provided by the Act. If no record date is so fixed,
the record date for the determination of the persons entitled to receive payment
of any dividend or to exercise the right to subscribe for securities of the
Corporation shall be at the close of business on the day on which the resolution
relating to such dividend or right to subscribe is passed by the board.

9.05 UNCLAIMED DIVIDENDS. Any dividend unclaimed after a period of 6 years from
the date on which the same has been declared to be payable shall be forfeited
and shall revert to the Corporation.

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PART X
MEETINGS OF SHAREHOLDERS

10.01 ANNUAL MEETINGS. The annual meeting of shareholders shall be held at such
time in each year and, subject to section 10.03, at such place as the board may
from time to time determine, for the purpose of considering the financial
statements and reports required by the Act to be placed before the annual
meeting, electing directors, appointing an auditor and transacting such other
business as may properly be brought before the meeting.

10.02 SPECIAL MEETINGS. The board, the chairman of the board, the managing
director or the president shall have power to call a special meeting of
shareholders at any time.

10.03 PLACE OF MEETINGS. Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the province in which the
registered office is situate or, if the board shall so determine, at some other
place in Canada or, at some place outside Canada if such place is specified in
the articles or all the shareholders entitled to vote at the meeting so agree.

10.04 PARTICIPATION BY ELECTRONIC MEANS. If the Corporation chooses to make
available a telephonic, electronic or other communication facility that permits
all participants to communicate adequately with each other during a meeting of
shareholders, any person entitled to attend such meeting may participate in the
meeting by means of such telephonic, electronic or other communication facility
in the manner provided by the Act and the regulations. A person participating in
a meeting by such means is deemed to be present at the meeting. Notwithstanding
any other provision of this by-law, any person participating in a meeting of
shareholders pursuant this section who is entitled to vote at that meeting may
vote, in accordance with the Act and the regulations, by means of any
telephonic, electronic or other communication facility that the Corporation has
made available for that purpose.

10.05 MEETING HELD BY ELECTRONIC MEANS. Notwithstanding section 10.03, if the
directors or shareholders of the Corporation call a meeting of shareholders
pursuant to the Act, those directors or shareholders, as the case may be, may
determine that the meeting shall be held, in accordance with the Act and the
regulations, entirely by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting. Notwithstanding any other provision of this
by-law, any person participating in a meeting of the shareholders pursuant this
section who is entitled to vote at that meeting may vote, in accordance with the
Act and the regulations, by means of any telephonic, electronic or other
communication facility that the Corporation has made available for that purpose.

10.06 NOTICE OF MEETINGS. Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in section 11.01 not more
than 60 days nor less than 21 days before the date of the meeting, or within
such other period as may be prescribed by regulation, to each director, to the
auditor and to each shareholder who at the close of business on the record date
for notice is entered in the securities register as the holder of one or more
shares carrying the right to vote at the meeting. Notice of a meeting of
shareholders called for any purpose other than consideration of the financial
statements and auditor's report, election of directors and reappointment of the
incumbent auditor shall state the nature of such business in sufficient detail
to permit the shareholder to form a reasoned judgment thereon and shall state
the text of any special resolution to be submitted to the meeting.

10.07 LIST OF SHAREHOLDERS ENTITLED TO NOTICE. For every meeting of
shareholders, the Corporation shall prepare or cause to be prepared within the
time specified by the Act a list of shareholders entitled to receive notice of
the meeting, arranged in alphabetical order and showing the number of shares
held by each shareholder. If a record date for notice of the meeting is fixed
pursuant to section 10.09, the shareholders listed shall be those registered at
the close of business on such record date. If no record date for notice is so
fixed, the shareholders listed shall be those registered (a) at the close of
business on the day immediately preceding the day on which notice of the meeting
is given, or (b) on the day on which the meeting is held where no such notice is
given. The list shall be available for examination by any shareholder during
usual business hours at the registered office of the Corporation or at the place
where the central securities register is maintained and at the meeting for which
the list was prepared.

10.08 LIST OF SHAREHOLDERS ENTITLED TO VOTE. For every meeting of shareholders,
the Corporation shall prepare or cause to be prepared within the time specified
by the Act a list of shareholders entitled to vote at the meeting, arranged in
alphabetical order and showing the number of shares which each such shareholder
is entitled to vote at the meeting. If a record date for voting is fixed
pursuant to section 10.10, the shareholders listed shall be those registered at
the close of business on such record date. If no record date for voting is so
fixed, the shareholders listed shall be those registered at the close of
business on the record date for notice fixed pursuant to section 10.09. If no
record date for voting is fixed pursuant to section 10.10 and no record date for
notice is fixed pursuant to section 10.09, the shareholders listed shall be
those registered (a) at the close of business on the day immediately preceding
the day on which notice of the meeting is given, or (b) on the day on which the
meeting is held where no such notice is given. The list shall be

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available for examination by any shareholder during usual business hours at the
registered office of the Corporation or at the place where the central
securities register is maintained and at the meeting for which the list was
prepared.

10.09 RECORD DATE FOR NOTICE. The board may fix in advance a date, preceding the
date of any meeting of shareholders by not more than 60 days and not less than
21 days, or such other period as may be prescribed by regulation, as a record
date for the determination of the shareholders entitled to notice of the
meeting, and notice of any such record date shall be given not less than 7 days
before such record date, or such other period as may be prescribed by
regulation, by newspaper advertisement in the manner provided in the Act. If no
record date for notice is so fixed, the record date for the determination of the
shareholders entitled to notice of the meeting shall be (a) at the close of
business on the day immediately preceding the day on which notice of the meeting
is given, or (b) on the day on which the meeting is held where no such notice is
given.

10.10 RECORD DATE FOR VOTING. The board may fix in advance a date, preceding the
date of any meeting of shareholders by not more than 60 days and not less than
21 days, or such other period as may be prescribed by regulation, as a record
date for the determination of the shareholders entitled to vote at the meeting,
and notice of any such record date shall be given not less than 7 days before
such record date, or such other period as may be prescribed by regulation, by
newspaper advertisement in the manner provided in the Act. If no record date for
voting is so fixed, the record date for the determination of the shareholders
entitled to vote at the meeting shall be at the close of business on the record
date for notice fixed pursuant to section 10.09. If no record date for voting is
fixed pursuant to this section and no record date for notice is fixed pursuant
to section 10.09, the record date for the determination of the shareholders
entitled to vote at the meeting shall be (a) at the close of business on the day
immediately preceding the day on which notice of the meeting is given, or (b) on
the day on which the meeting is held where no such notice is given.

10.11 MEETINGS WITHOUT NOTICE. A meeting of shareholders may be held at any time
and place permitted by the Act or the articles or the by-laws without notice or
on shorter notice than that provided for herein, and proceedings thereat shall
not be invalidated (a) if all the shareholders entitled to vote thereat are
present in person or represented or if those not so present or represented have
received notice, or before or after the meeting or the time prescribed for the
notice thereof, in writing waive notice of or accept short notice of such
meeting, and (b) if the auditors and the directors are present or if those not
present have received notice or, before or after the meeting or the time
prescribed for notice thereof, in writing waive notice of or accept short notice
of such meeting. If the meeting is held at a place outside Canada, shareholders
not present or represented, but who have waived notice of or accepted short
notice of such meeting, shall also be deemed to have consented to the meeting
being held at such place.

10.12 CHAIRMAN, SECRETARY AND SCRUTINEERS. The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed who is present at the meeting: president, managing director,
chairman of the board, or a vice-president who is a director. If no such officer
is present within 15 minutes from the time fixed for holding the meeting, the
persons present and entitled to vote shall choose one of their number to be
chairman. If the secretary of the Corporation is absent, the chairman shall
appoint some person, who need not be a shareholder, to act as secretary of the
meeting. If desired, one or more scrutineers, who need not be shareholders, may
be appointed by a resolution or by the chairman with the consent of the meeting.

10.13 PERSONS ENTITLED TO ATTEND. The only persons entitled to attend a meeting
of shareholders shall be those entitled to vote thereat, the chairman of the
board (if any), the president, the directors and auditor of the Corporation and
others who, although not entitled to vote, are entitled or required under any
provision of the Act or the articles or by-laws to attend the meeting. Any other
person may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.

10.14 QUORUM. Subject to the provisions of the Act, a quorum for the transaction
of business at any meeting of shareholders shall be two person present in person
being a shareholder entitled to vote thereat or a duly appointed representative
or proxyholder for an absent shareholder so entitled, and holding or
representing in the aggregate not less than a majority of the outstanding shares
of the Corporation entitled to vote at the meeting. If a quorum is present at
the opening of any meeting of shareholders, the shareholders present or
represented may proceed with the business of the meeting notwithstanding that a
quorum is not present throughout the meeting. If a quorum is not present at the
opening of any meeting of shareholders, the shareholders present or represented
may adjourn the meeting to a fixed time and place but may not transact any other
business.

10.15 RIGHT TO VOTE. Subject to the provisions of the Act as to authorized
representatives of any other body corporate or association and restrictions on
intermediary voting, for any meeting of shareholders every person who is named
in the list of shareholders entitled to vote prepared for purposes of such
meeting, shall be entitled to vote the shares shown opposite such person's name.
For any meeting of shareholders where a list of shareholders entitled to vote
has not been prepared for purposes of such meeting, the names of the persons
appearing in the securities register at the close of business on the record date
for voting as the

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holders of one or more shares carrying the right to vote at such meeting, shall
be deemed to be the list of shareholders entitled to vote for purposes of such
meeting.

10.16 PROXYHOLDERS AND REPRESENTATIVES. Every shareholder entitled to vote at a
meeting of shareholders may appoint a proxyholder, or one or more alternate
proxyholders, who need not be shareholders, to attend and act at the meeting in
the manner and to the extent authorized and with the authority conferred by the
proxy. A proxy shall be in writing executed by the shareholder or such
shareholder's attorney and shall conform with the requirements of the Act. Every
such shareholder which is a body corporate or association may by resolution of
its directors or governing body authorize an individual who need not be a
shareholder to represent it at a meeting of shareholders and such individual may
exercise on the shareholder's behalf all the powers it could exercise if it were
an individual shareholder. The authority of such an individual shall be
established by depositing with the Corporation a certified copy of such
resolution, or in such other manner as may be satisfactory to the secretary of
the Corporation or the chairman of the meeting.

10.17 TIME FOR DEPOSIT OF PROXIES. The board may specify in a notice calling a
meeting of shareholders a time, preceding the time of such meeting by not more
than 48 hours exclusive of non-business days, before which time proxies to be
used at such meeting must be deposited. A proxy shall be acted upon only if,
prior to the time so specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or, if no such time is
specified in such notice, if it has been received by the secretary of the
Corporation or by the chairman of the meeting or any adjournment thereof prior
to the time of voting.

10.18 JOINT SHAREHOLDERS. If two or more persons hold shares jointly, any one of
them present in person or represented at a meeting of shareholders may, in the
absence of the other or others, vote the shares; but if two or more of those
persons are present in person or represented and vote, they shall vote as one
the shares jointly held by them.

10.19 VOTES TO GOVERN. At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be determined by
a majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands, upon a ballot or upon results of electronic voting,
the chairman of the meeting shall be entitled to a casting vote.

10.20 SHOW OF HANDS. Subject to the provisions of the Act any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of hands
every person who is present and entitled to vote shall have one vote. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman of the meeting
that the vote upon the question has been carried or carried by a particular
majority or not carried and an entry to that effect in the minutes of the
meeting shall be prima facie evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against any resolution or other
proceeding in respect of the said question, and the result of the vote so taken
shall be the decision of the shareholders upon the said question.

10.21 BALLOTS. On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman may require a ballot or any person present and entitled to vote on such
question at the meeting may demand a ballot. A ballot so required or demanded
shall be taken in such manner as the chairman shall direct. A requirement or
demand for a ballot may be withdrawn at any time prior to the taking of the
ballot. If a ballot is taken each person present shall be entitled, in respect
of the shares which he or she is entitled to vote at the meeting upon the
question, to that number of votes provided by the Act or the articles, and the
result of the ballot so taken shall be the decision of the shareholders upon the
said question.

10.22 ELECTRONIC VOTING. If the Corporation chooses to make available a
telephonic, electronic or other communication facility, in accordance with the
Act and the regulations, that permits shareholders to vote by means of such
facility then, notwithstanding any other provision of this by-law, any vote may
be held, in accordance with the Act and the regulations, entirely by means of
such facility.

10.23 ADJOURNMENT. If a meeting of shareholders is adjourned for less than 30
days, it shall not be necessary to give notice of the adjourned meeting, other
than by announcement at the earliest meeting that is adjourned. If a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of 30
days or more, notice of the adjourned meeting shall be given as for an original
meeting.

10.24 RESOLUTION IN WRITING. A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders is
as valid as if it had been passed at a meeting of the shareholders unless a
written statement with respect to the subject matter of the resolution is
submitted by a director or the auditors in accordance with the Act.

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10.25 ONLY ONE SHAREHOLDER. Where the Corporation has only one shareholder or
only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.

PART XI
NOTICES

11.01 METHOD OF GIVING NOTICES. Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations, the articles, the by-laws or
otherwise to a shareholder, director, officer, auditor or member of a committee
of the board shall be sufficiently given if delivered personally to the person
to whom it is to be given or if delivered to such person's recorded address or
if mailed to such person at such person's recorded address by prepaid ordinary
or air mail or if sent to such person at his or her recorded address by
facsimile or if provided in the form of an electronic document in accordance
with section 12.01. A notice so delivered shall be deemed to have been given
when it is delivered personally or to the recorded address as aforesaid; a
notice so mailed shall be deemed to have been given when deposited in a post
office or public letter box; a notice so sent by facsimile shall be deemed to
have been given when transmitted; and a notice provided in the form of an
electronic document shall be deemed to have been given at the time determined in
accordance with section 12.01. The secretary may change or cause to be changed
the recorded address of any shareholder, director, officer, auditor or member of
a committee of the board in accordance with any information believed by the
secretary to be reliable.

11.02 NOTICE TO JOINT SHAREHOLDERS. If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be sufficient notice to all of
them.

11.03 COMPUTATION OF TIME. In computing the date when notice must be given under
any provision requiring a specified number of days' notice of any meeting or
other event, the date of giving the notice shall be excluded and the date of the
meeting or other event shall be included.

11.04 UNDELIVERED NOTICES. If any notice given to a shareholder pursuant to
section 11.01 is returned on two consecutive occasions because such shareholder
cannot be found, the Corporation shall not be required to give any further
notices to such shareholder until such shareholder informs the Corporation in
writing of his or her new address.

11.05 OMISSIONS AND ERRORS. The accidental omission to give any notice to any
shareholder, director, officer, auditor or member of a committee of the board or
the non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.

11.06 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW. Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom such person derives title to such share prior to such person's name
and address being entered on the securities register (whether such notice was
given before or after the happening of the event upon which such person became
so entitled) and prior to such person furnishing to the Corporation the proof of
authority or evidence of entitlement prescribed by the Act.

11.07 WAIVER OF NOTICE. Any shareholder, proxyholder, other person entitled to
attend a meeting of shareholders, director, officer, auditor or member of a
committee of the board may at any time waive any notice, or waive or abridge the
time for any notice, required to be given to such person under any provision of
the Act, the regulations thereunder, the articles, the by-laws or otherwise and
such waiver or abridgement, whether given before or after the meeting or other
event of which notice is required to be given, shall cure any default in the
giving or in the time of such notice, as the case may be. Any such waiver or
abridgement shall be in writing except a waiver of notice of a meeting of
shareholders or of the board or of a committee of the board which may be given
in any manner.

PART XII
DOCUMENTS IN ELECTRONIC FORM

12.01 DOCUMENTS IN ELECTRONIC FORM. Subject to any additional conditions set out
in section 12.02 below, a requirement under the Act, the regulations or these
by-laws to provide a person with a notice, document or other information may be
satisfied by the provision of an electronic document, provided that:

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(a) the addressee has consented, in the manner prescribed by regulation, if
any, and has designated an information system for the receipt of electronic
documents;

(b) the electronic document is provided to the designated information system,
unless otherwise prescribed by regulation; and

An addressee may revoke the consent referred to in subsection 12.01 (a) above.
Nothing in this Part XII shall require a person to create or otherwise provide
an electronic document. Except where a notice, document or other information
must be sent to a specific place (such as a registered address), an electronic
document need not be sent to the designated information system if (i) the
document is posted on or made available through a generally accessible
electronic source, such as a web site; and (ii) the addressee is provided with
notice in writing of the availability and location of that electronic document.
An electronic document shall be considered to have been received when it enters
the information system designated by the addressee or if the document is posted
on or made available through a generally accessible electronic source, when it
is accessed by the addressee.

12.02 WHERE DOCUMENTS TO BE CREATED IN WRITING. Where the Act or regulations
expressly require that a notice, document or other information be created in
writing, such requirement shall be satisfied by the creation of an electronic
document provided that, in addition to the conditions set out in section 12.01
above:

(a) the information in the electronic document is accessible so as to be usable
for subsequent reference; and

(b) any other requirements of the regulations have been complied with.

12.03 WHERE DOCUMENTS TO BE PROVIDED IN WRITING. Where the Act or regulations
expressly require that a notice, document or other information be provided in
writing, such requirement shall be satisfied by the provision of an electronic
document provided that, in addition to the conditions set out in section 12.01
above:

(a) the information in the electronic document is accessible by the addressee
and capable of being retained by the addressee, so as to be usable for
subsequent reference; and

(b) any other requirements of the regulations have been complied with.

PART XIII
EFFECTIVE DATE

13.01 EFFECTIVE DATE. Subject to the continuance of the Corporation under the
provisions of the Act, this by-law shall be effective when made by the board.

13.02 REPEAL. The existing by-laws (and any amendments thereto) of the
Corporation are repealed as of the effective date of this by-law. Such repeal
shall not affect the previous operation of any by-law so repealed or affect the
validity of any act done or right, privilege, obligation or liability acquired
or incurred under, or the validity of any contract or agreement made pursuant
to, or the validity of any articles (as defined in the Act) or predecessor
charter documents of the Corporation obtained pursuant to any such by-law prior
to its repeal. All officers and persons acting under any by-law so repealed
shall continue to act as if appointed under the provisions of this by-law and
all resolutions of the shareholders or the board with continuing effect passed
under any repealed by-law shall continue good and valid except to the extent
inconsistent with this by-law and until amended or repealed.

PASSED by the board of Directors as of the __________ day of ___________, 2005.

------------------------------------- ----------------------------------------
President Secretary

CONFIRMED by the shareholders in accordance with the Act as of the __________
day of __________ 2005.

----------------------------------------
Secretary

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SCHEDULE E

AMENDED AND RESTATED
PERFORMANCE-BASED COMPENSATION AGREEMENT

THIS AGREEMENT, dated as of the 15th day of March, 2005, amends and
restates the Agreement dated as of the 1st day of January, 2001 between
OPPENHEIMER HOLDINGS INC. (then called FAHNESTOCK VINER HOLDINGS INC.)
("Holdings") and ALBERT G. LOWENTHAL ("Lowenthal").

WITNESSETH:

WHEREAS, Lowenthal is employed by Oppenheimer & Co. Inc. (formerly
Fahnestock & Co. Inc.), a wholly-owned subsidiary of Holdings (the "Company"),
and Holdings as their respective Chief Executive Officer and serves as Chairman
of their respective Boards of Directors; and

WHEREAS, the Compensation and Stock Option Committee (the "Committee") of
the Board of Directors of Holdings (the "Board") has determined that it is in
the best interests of the Company and Holdings to provide a portion of the
compensation for Lowenthal's services during the Term hereof in a manner that
aligns the compensation of Lowenthal with the performance of the Company and
Holdings, the long-term interests of the shareholders of Holdings and the
compensation paid to other chief executive officers of comparable financial
service companies;

NOW, THEREFORE, in consideration of the premises set forth in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Holdings and Lowenthal agree as
follows:

1. DEFINITIONS.

(a) Class A Stock means the Class A non-voting shares of Holdings.

(b) Market Value of a share of Class A Stock as of a determination date
means its closing price on the New York Stock Exchange on such date
or, if such date is not a trading day, on the trading day next
preceding such determination date.

(c) Performance Award means the written performance goal established with
respect to a Performance Year pursuant to Section 2.

(d) Performance Award Amount means the amount of performance-based
compensation determined pursuant to the terms of a Performance Award.

(e) Performance Year means a calendar year during the Term.

(f) Term means the period commencing on January 1, 2001 and ending on
December 31, 2010.

2. PERFORMANCE AWARDS.

On or before the 90th day of each Performance Year, the Committee shall
establish a written performance goal (the "Performance Award") with respect to
such Performance Year. Such Performance Award shall be in the form of a written
formula pursuant to which the Performance Award Amount shall be determined based
upon the degree of attainment in such Performance Year of targets expressed in
terms of one or more of the following factors: Holdings' return on equity,
Holdings' consolidated net profit, and, the increase in the Market Value of a
share of Class A Stock from the date the Committee establishes the performance
goal (or, if later, January 1 of the Performance Year) to December 31 of the
Performance Year. Except to the extent otherwise provided in this Agreement, the
Company shall pay Lowenthal in cash the Performance Award Amount within five (5)
days after the Committee's certification for each award in accordance with
Section 3 following the end of each Performance Year.

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3. ADMINISTRATION.

The procedures with respect to Performance Awards made under this Agreement
shall be administered by the Committee. The Committee shall at all times consist
of two or more members and shall be constituted in such a manner as to satisfy
the requirements of applicable law, the provisions of Rule 16B-3 under the
Securities Exchange Act of 1934 or any successor rule, and the provisions of
Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as amended (the
"Code"). The Committee shall have full power and authority to grant awards
hereunder and to administer and interpret this Agreement and to adopt such
rules, regulations and guidelines as it deems necessary or advisable to give
effect to the purpose and intent of this Agreement. Prior to payment of any
Performance Award payable hereunder with respect to any Performance Year the
Committee shall certify as to the degree to which the performance goals
underlying the Performance Award have been attained for such Performance Year.
Certification by the Committee shall be made by March 15 of each Performance
Year.

4. PERFORMANCE AWARD AMOUNT LIMITATION

In no event may the Performance Award Amount with respect to any
Performance Year during the Term exceed $5,000,000.

5. TERMINATION OF EMPLOYMENT.

(a) If prior to the end of a Performance Year Lowenthal's employment with
the Company or Holdings terminates for any reason (including death or
permanent disability) other than the termination of his employment for
Cause (as defined in subsection (b)), in lieu of any payments
otherwise payable under this Agreement with respect to such
Performance Year Lowenthal or his estate, on the later of five (5)
days after the Committee's certification in accordance with Section 3
following the end of the Performance Year in which termination occurs
or six (6) months and one (1) day after the date of termination, shall
be paid the sum of the following: (i) the amount that would be owed to
Lowenthal with respect to the Performance Award (other than the
portion thereof described in clause (ii)) for such Performance Year
multiplied by a fraction, the numerator of which is the number of
actual days of the year to the date of such termination and the
denominator of which is 365 and (ii) with respect to the portion (if
any) of the Performance Award attributable to appreciation in the
Market Value of Class A Stock, the amount that would be owed to
Lowenthal with respect to the stock appreciation amount using the
Market Value of the Class A Stock on such termination date rather than
December 31 of the Performance Year; provided, however, that any such
payment of a Performance Award Amount shall be subject to the limit
set forth in Section 4 and the prior certification of the Committee as
set forth in Section 3.

(b) If prior to the end of a Performance Year, Lowenthal's employment is
terminated for Cause, his right to receive any payment under this
Agreement with respect to such Performance Year shall be forfeited.
For purposes of this Agreement, "Cause" means (i) conviction of a
felony involving theft or moral turpitude, or (ii) a determination by
the Board that Lowenthal has engaged in conduct that constitutes
wilful gross neglect or wilful gross misconduct with respect to his
duties which results in material economic harm to Holdings or the
Company; provided, however, that for purposes of determining whether
conduct constitutes wilful gross misconduct, no act on Lowenthal's
part shall be considered "wilful" unless it is done by him in bad
faith and without reasonable belief that his action was in the best
interests of Holdings and the Company.

6. DEFERRAL ELECTION.

Notwithstanding anything to the contrary herein, to the extent that
Lowenthal makes an election in accordance with the terms of the Oppenheimer &
Co. Inc. Executive Deferred Compensation Plan (the "Plan") to defer payment of
all or a portion of a Performance Award Amount, such deferred portion (together
with interest and earnings thereon as determined pursuant to the terms of the
Plan) will be paid at the time and in the manner provided under the Plan.

7. EFFECTIVENESS OF AGREEMENT.

This Agreement shall be effective as of the date of its adoption by the
Committee, subject to approval thereof at a meeting of shareholders by the
holders of a majority of the Class B voting shares of the Holdings (the "Class B
Shares") present and entitled to vote at the meeting. This Agreement amends and
restates the Performance-Based Compensation Agreement between Holdings and

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Lowenthal dated as of January 1, 2001, which shall be of no further force and
effect after January 1, 2005 except as it applies to performance years ending on
or before such date.

8. INTERPRETATION.

No provision of this Agreement may be altered or waived except in a writing
executed by the parties hereto. This Agreement constitutes the entire agreement
between the parties hereto and no party shall be bound by any warranties,
representations or guarantees, except as specifically set forth in this
Agreement. This Agreement shall be interpreted under the law of the State of New
York without giving effect to the conflict of law provisions thereof.

9. ARBITRATION.

Any controversy or claim arising out of or relating to this Agreement or
the breach of this Agreement which cannot be resolved by Lowenthal and Holdings
shall, at the instance of either Lowenthal or Holdings, be submitted to
arbitration in accordance with New York law and the procedures of the New York
Stock Exchange. The determination of the arbitrator shall be conclusive and
binding on Holdings and Lowenthal and judgment may be entered on the
arbitrator's award in any court having jurisdiction.

10. ASSIGNABILITY.

The respective rights and obligations of Lowenthal and Holdings under this
Agreement shall inure to the benefit of and be binding upon the heirs and legal
representatives of Lowenthal and the successors and assigns of Holdings.

IN WITNESS WHEREOF, Holdings and Lowenthal have executed this Agreement as
of the day and year first above written.

OPPENHEIMER HOLDINGS INC.

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

----------------------------------------
Albert G. Lowenthal, individually

-60-

SCHEDULE F

CORPORATE GOVERNANCE

Set out below are (i) checklists summarizing the corporate governance
requirements of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and
the Toronto Stock Exchange, the Corporation's alignment with such requirements
and a description of how the Corporation's corporate governance policies align
with such requirements and (ii) descriptions of the Corporation's Board
Committees.

DOES THE
CORPORATION OPPENHEIMER HOLDINGS INC.
NYSE CORPORATE GOVERNANCE ALIGN? GOVERNANCE PROCEDURES
------------------------------------------------ ----------- -------------------------------------------------------

The Board must affirmatively determine each X - The Board has not adopted formal categorical
director's independence and disclose those standards to assist in determining independence.
determinations.
- The Board has considered the relationship of each
non management/officer director and has made a
determination that the four non-management/officer
directors of the Corporation are independent.

- Of the four non-management/officer Directors, the
Board has determined that the only Director that
has a relationship with the Corporation (other
than as a Director) is Mr. Crystal. The Board has
determined that although Mr. Crystal is a partner
in the firm of Brown Raysman Millstein Felder &
Steiner LLP, which firm provides legal services to
the Corporation, in view of the professional
ethical standards which govern his conduct, the
fact that less than one percent of the annual
revenues of his firm are derived from the
Corporation and that Mr. Crystal receives no
direct compensation from the Corporation other
than his Director's compensation, his relationship
with the Corporation is not material for the
purposes of determining that Mr. Crystal is an
independent director.

A majority of the directors must be independent. X - A majority of the directors are independent.

- Assuming the slate of directors nominated for
election at the Corporation's 2005 shareholders
meeting are elected, four of the seven directors
will be independent.

Non-management directors must meet at regularly X - At each regular Board and Audit Committee meeting,
scheduled executive sessions without management. the independent members of the Board and the
members of the Audit Committee meet in the absence
of management.

-61-

There must be a nominating/corporate governance X - The Corporation has a Nominating/Corporate
committee composed entirely of independent Governance Committee composed of independent
directors. Directors.

The nominating/corporate governance committee X - The Corporation has a Nominating/Governance
must have a written charter that addresses: (i) Charter which addresses (i) the Committee's
the committee's purpose and responsibilities; purpose and responsibilities and (ii) annual
and (ii) an annual performance evaluation. performance evaluation of the Board members and
effectiveness of the Board Committees.

There must be a compensation committee composed X - The Corporation has a Compensation and Stock
entirely of independent directors. Option Committee composed entirely of independent
directors.

The compensation committee must have a written X - The Corporation's Compensation and Stock Option
charter that addresses: (i) the committee's Committee Charter addresses the Committee's
purpose and responsibilities; and (ii) an annual purpose and responsibilities.
performance evaluation.

The audit committee must have a minimum of three X - The Corporation has an Audit Committee of three
members all of whom must be independent. members, all of whom are independent.

The audit committee must have a written charter X - The Corporation has an Audit Committee Charter
that addresses: (i) the committee's purpose and which addresses the Committee's purpose and
responsibilities; and (ii) an annual performance responsibilities and provides for an annual
evaluation. performance evaluation of the Committee.

The Corporation must have an internal audit X - The Corporation's principal operating subsidiary
function. has an Internal Audit Department.

The Corporation must adopt and disclose X - The Corporation has Board of Directors Corporate
corporate governance guidelines. Governance Guidelines which are summarized in the
Corporation's annual Management Information
Circular dated March 24, 2005.

The Corporation must adopt and disclose a code X - The Corporation has a Code of Conduct and Business
of business conduct and ethics. The Corporation Ethics for Directors, Officers and Employees which
must disclose any waiver of the Code of Conduct is posted on the Corporation's website and
for directors and officers. available in hard copy from the Corporation's head
office. No waivers have been granted under the
Code for Directors and Officers.

-62-

DOES THE
SARBANES-OXLEY ACT AND RELATED UNITED CORPORATION OPPENHEIMER HOLDINGS INC.
STATES REQUIREMENTS ALIGN? GOVERNANCE PROCEDURES
------------------------------------------------ ----------- -------------------------------------------------------

The CEO and CFO must certify, among other X
things, that the financial statements contained - The Corporation prepares and files annually and
in the Corporation's annual and quarterly quarterly for the first three quarters of the year
reports filed with the SEC fairly present the the required CEO and CFO certificates.
financial condition and results of operations of
the Corporation.

The CEO and CFO must certify, among other X - The Corporation prepares and files annually and
things, that the Corporation's annual and quarterly for the first three quarters of the year
quarterly reports filed with the SEC: (i) does the required CEO and CFO certificates which
not contain an untrue statement of material include certification that the Corporation's
fact; and (ii) that the financial information in annual report (i) does not contain an untrue
its annual filing fairly presents the financial statement of material fact and (ii) that the
condition of the Corporation. financial information filed fairly presents the
financial condition of the Corporation.

The Corporation must disclose the CEO's and X - The CEO and CFO certificates filed with the SEC
CFO's (i) conclusions on the effectiveness of include certification that the CEO and CFO are
the Corporation's disclosure controls and satisfied with the Corporation's disclosure
procedures; and (ii) any changes to internal controls and procedures.
controls which might have a material impact on
internal controls. - In 2004, there were no changes to internal
controls that might have a material impact on
internal controls.

The Corporation must have disclosure controls X - The Corporation has internal disclosure controls
and procedures to ensure that all material and procedures that ensure that all material
information flows to those persons responsible information flows to the CEO and CFO and others
for the Corporation's public disclosures. responsible for the Corporation's public
disclosures.

The Corporation must have a written code of X - The Corporation has a Code of Conduct and Business
ethics and conduct applicable to senior Ethics for Directors, Officers and Employees.
financial officers and the CEO, and must
disclose any waivers of the code.
- In 2004 no waiver of the Code was granted for
officers.

The Corporation must disclose the identity of X - All of the members of the audit committee are
the financial expert on the Audit Committee. financially literate.

- Mr. Kenneth W. McArthur has been designated an
audit committee financial expert.

The Audit Committee must establish policies and X - In accordance with the Corporation's Audit
procedures for pre-approval of audit and Committee Charter, the Audit Committee
permitted non-audit services. pre-approves the audit, audit related and
non-audit services provided by the Corporation's
auditors and fee estimates for such services.

-63-

The Corporation must have in place procedures X - The Corporation's Code of Conduct and Business
for the treatment of complaints regarding, and Ethics for Directors, Officers and Employees
for the submission by employees of complaints provides for the reporting of complaints relating
relating to, accounting and auditing matters. to accounting and auditing matters and protection
of any employee reporting such behaviour.

The Corporation must have a process in place to X - See immediately preceding paragraph.
protect employees who have provided information
or assisted in an investigation of securities
fraud or related crimes.

DOES THE
CORPORATION OPPENHEIMER HOLDINGS INC.
TSX GUIDELINES FOR IMPROVED CORPORATE GOVERNANCE ALIGN? GOVERNANCE PROCEDURES
------------------------------------------------ ----------- -------------------------------------------------------

1. The board should explicitly assume X - The fundamental responsibility of the Board is to
responsibility for the stewardship of the supervise the management of the business of the
Corporation and for: Corporation with a view to maximizing shareholder
value and ensuring corporate conduct in a legal
and ethical manner through a system of corporate
governance and internal controls appropriate to
the Corporation's business.

(a) adoption of a strategic planning X - The Board monitors and oversees strategic planning
process; which is conducted by management.

(b) identification of the principal risks X - The Board, with senior management, identifies and
of the Corporation's business and evaluates corporate risk and oversees risk
ensuring the implementation of controls.
appropriate system to manage these
risk;

(c) succession planning, including X - The Board assesses and monitors the performance of
appointing, training and monitoring senior management and oversees succession
senior management; planning.

(d) a communications policy; X - The Board oversees the Corporation's communication
policy and corporate communications.

(e) the integrity of the Corporation's X - The Board through the Audit Committee oversees and
internal control and management monitors the Corporation's internal controls,
information systems. audit and information management systems.

-64-

2. A majority of the directors should be X - The Board has determined that four of the seven
"unrelated" (independent of management and current directors of the Corporation are unrelated
free from any interest, business or for the purposes of the TSX guideline.
relationship which could, or could
reasonably be perceived to, materially - Assuming the slate of directors nominated for
interfere with the director's ability to election at the Corporation's 2005 shareholders
act with a view to the best interests of meeting is elected, four of the then seven
the Corporation, other than interests and directors will be unrelated.
relationships arising from shareholding).

3. The board should be responsible for X - As required in the Corporation's Corporate
applying the definition of "unrelated Governance Guidelines, the Board is responsible
director" to the circumstances of each for the determination of whether directors are
individual director and for disclosing related or unrelated based on all relevant facts
annually whether the board has a majority and circumstances that apply to each director.
of unrelated directors and an analysis of
the application of the principles - The Board has determined based on its assessments
supporting this conclusion. and including the criteria contained in the NYSE
Rules that each of the Corporation's Directors
except Ms. E.K. Roberts and Messrs. A.G. Lowenthal
and A.W. Oughtred are unrelated and independent.

- Of the four non-management/officer Directors, the
Board has determined that the only Director that
has a relationship with the Corporation (other
than as Director) is Mr. Crystal. The Board has
determined that although Mr. Crystal is a partner
in the law firm of Brown Raysman Millstein Felder
& Steiner LLP which firm provides legal services
to the Corporation, in view of the professional
ethical standards which govern his conduct, the
fact that less than one percent of the annual
revenue of his firm is derived from the
Corporation and that Mr. Crystal receives no
direct compensation from the Corporation other
than his Director's compensation, his relationship
with the Corporation is not material for the
purposes of determining that he is an unrelated
director.

-65-

4. The board should appoint a committee of X - The Board has appointed a Nominating/Governance
directors composed exclusively of outside, Committee comprised exclusively of non-management
i.e., non-management directors, a majority directors all of whom are unrelated directors
of whom are unrelated directors, with the which is responsible, among other things, for
responsibility for proposing to the board assessing the effectiveness of the Board as a
new nominees to the board and for assessing whole, the Committees of the Board and the
directors on an ongoing basis. contributions of individual Directors.

5. The board should implement a process, to be X - The Board does not currently have a formal process
carried out by the nominating committee or for assessing the effectiveness of the Board as a
other appropriate committee, for assessing whole, the Committees of the Board or the
the effectiveness of the board as a whole, contributions of individual Directors. The Board
its committees and the contribution of contemplates adopting such a formal process during
individual directors. 2005.

6. An orientation and education program X - The Corporation's Corporate Governance Guidelines
should be provided for new directors. provide for the orientation and education of new
Directors.

7. The board should examine its size with a X - The Board examines its size periodically. The
view to determining the impact upon Board has determined that a board of seven
effectiveness and should undertake, where directors (which the Corporation currently has) is
appropriate, a program to reduce the number appropriate for the effectiveness of the Board.
of directors to a number which facilitates The Board is currently considering whether seven
more effective decision-making. directors is sufficient or whether the Board
should be expanded. Should it be decided to expand
the size of the Board, the Directors may, after
its 2005 annual meeting of shareholders, add up to
two additional Directors prior to the
Corporation's 2006 annual meeting of shareholders.

8. The board should review the adequacy and X - Under the Corporation's Corporate Governance
form of the compensation of directors and Guidelines, the Compensation and Stock Option
ensure the compensation realistically Committee is responsible for reviewing and making
reflects responsibilities and risk involved recommendations with respect to Directors'
in being an effective director. compensation.

- The Board is currently satisfied with the adequacy
and form of the current level of Director
compensation.

-66-

9. Committees of the board should generally be X - All of the Board's committees are currently
composed of outside directors, a majority composed of unrelated Directors as is required
of whom are unrelated, although some board under the Corporation's Corporate Governance
Committees, such as the executive Guidelines.
committee, may include one or more inside
directors.

10. The board should expressly assume X - The Nominating/Corporate Governance Committee is
responsibility for, or assign to a responsible, in accordance with its Charter, for
committee of directors the general the Corporation's approach to corporate
responsibility for developing the approach governance. That Committee has reviewed and
to corporate governance issues. approved the provisions of the Management
Information Circular dated March 24, 2005
describing corporate governance and the corporate
governance checklists which appear as Schedules
thereto.

This committee would, among other things,
be responsible for the response to the TSX
governance guidelines.

11. The board, together with the CEO, should - The Board has not developed formal position
develop position descriptions for the board descriptions for the Board and the CEO nor has it
and for the CEO, including the definition developed corporate objectives which the CEO is
of the limits to management's authority. responsible for meeting. The Board has determined
that these are not currently necessary for the
The board should approve or develop the Corporation in its context. The Board believes
corporate objectives, which the CEO is that it and the CEO have a clear understanding of
responsible for meeting. their mandates and authority. The CEO involves the
Board in all significant matters and discussions
involving the Corporation and its business. The
Board is also satisfied with its involvement with
management in setting corporate objectives and
strategies and in monitoring corporate
performance.

-67-

12. The board should have in place appropriate X - The Corporation does not have an unrelated or
structures and procedures to ensure that it independent chairman. The Board has appointed as
can function independently of management. lead director, Mr. Kenneth W. McArthur, an
An appropriate structure would be to (i) unrelated and independent director.
appoint a chair of the board who is not a
member of management with responsibility to - At each regular meeting of the Board and the Audit
ensure that the board discharges its Committee, then on-management/unrelated directors
responsibilities or (ii) adopt alternate meet in the absence of management and related
means such as assigning this responsibility directors and the Audit Committee members
to a committee of the board or to a regularly meet in the absence of management and
director, sometimes referred to as the related directors.
"lead director." Appropriate procedures may
involve a meeting of the board on a regular
basis without management present or may
involve expressly assigning responsibility
for administering the board's relationship
to management to a committee of the board.

13. The audit committee should be composed only X - The Audit Committee is composed of outside
of outside directors. directors who are unrelated.

The roles and responsibilities of the audit - The Corporation has an Audit Committee Charter
committee should be specifically defined so which, among other things, sets out the role and
as to provide appropriate guidance to audit responsibilities of the Audit Committee.
committee members as to their duties.
- As required by the Audit Committee Charter, the
Audit Committee meets with the Corporation's
The audit committee should have direct internal auditors at least four times a year to
communication channels with the internal and review and discuss internal controls, compliance,
external auditors to discuss and review specific external audit issues and requirements, regulatory
issues as appropriate. and financial reporting and other matters.

- The Audit Committee oversees the Corporation's
internal control procedures.

The audit committee duties should include
oversight responsibility for management
reporting on internal control. While it is
management's responsibility to design and
implement an effective system of internal
control, it is the responsibility of the
audit committee to ensure that management
has done so.

-68-

14. The board should implement a system to X - The Board and each of its Committees has, under
enable an individual director to engage an the Corporation's Corporate Governance Guidelines,
outside advisor, at the Corporation's the authority to retain independent legal,
expense, in appropriate circumstances. The financial or other advisors at the expense of the
engagement of the outside advisor should be Corporation.
subject to the approval of an appropriate
committee of the board.

-69-

OPPENHEIMER HOLDINGS INC.

BOARD COMMITTEES

The Board has an Audit Committee, a Compensation and Stock Option Committee
and a Nominating/Corporate Governance Committee.

The following is a brief summary of the responsibilities of these
Committees,

AUDIT COMMITTEE (MESSRS. BITOVE, MCARTHUR AND WINBERG (CHAIR))

The Board has adopted a written charter for the Audit Committee, a copy of
which is attached to the Management Information Circular of the Corporation
dated March 25, 2004 as Schedule D. The Audit Committee:

- reviews annual, quarterly and all legally required public disclosure
documents containing financial information that are submitted to the Board;

- reviews the nature, scope and timing of the annual audit carried out by the
external auditors and reports to the Board;

- evaluates the external auditors' performance for the preceding fiscal year;
reviews their fees and makes recommendations to the Board;

- reviews internal financial control policies, procedures and risk management
and reports to the Board;

- meets with the external auditors quarterly to review quarterly and annual
financial statements and reports and to consider material matters which, in
the opinion of the external auditors, should be brought to the attention of
the Board and the shareholders;

- reviews internal audit activities, meets regularly with internal audit
personnel and reports to the Board;

- reviews accounting principles and practices;

- reviews management reports with respect to litigation, capital
expenditures, tax matters and corporate administration charges and reports
to the Board;

- reviews related party transactions;

- reviews and approves changes or waivers to the Corporation's Code of Ethics
for Senior Executive, Financial and Accounting Officers; and

- annually reviews the Audit Committee Charter and recommends and make
changes thereto as required.

(see also "Report of The Audit Committee")

COMPENSATION AND STOCK OPTION COMMITTEE (MESSRS. BITOVE AND WINBERG (CHAIR))

The Board has adopted a Compensation and Stock Option Committee Charter.
The Compensation and Stock Option Committee:

- makes recommendations to the Board with respect to compensation policy for
the Corporation and its subsidiaries;

-70-

- makes recommendations to the Board with respect to salary, bonus and
benefits paid and provided to senior management of the Corporation;

- in accordance with the provisions of the Corporation's 1996 Equity
Incentive Plan, authorizes grants of stock options and recommends
modifications to the Plan;

- grants certain compensation awards to senior management of the Corporation
based on criteria linked to the performance of the individual and/or the
Corporation;

- administers the Performance-Based Compensation Agreement between the
Corporation and Mr. A.G. Lowenthal;

- certifies compliance with the criteria performance-based awards or grants;
and

- administers and makes awards under the Corporation's Stock Appreciation
Rights Plan.

(see also "Report of the Compensation and Stock Option Committee")

During 2004, the Committee met five times.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE (MESSRS. BITOVE, MCARTHUR (CHAIR),
WINBERG AND CRYSTAL)

The Board has adopted a Nominating/Corporate Governance Committee Charter.

The Nominating/Corporate Governance Committee:

- makes recommendations to the Board with respect to corporate governance;

- when necessary, oversees the recruitment of new Directors for the
Corporation;

- recommends nominees for election or appointment to the Board;

- maintains an orientation program for new directors and oversees the
continuing education needs of Directors;

- evaluates Director performance;

- reviews and makes recommendations with respect to the Corporation's
Corporate Governance Guidelines;

- reviews and approves governance reports for publication in the
Corporation's Management Information Circular and Annual Report on Form
10-K.

The Committee met once during 2004. The members of the Committee, as
members of the Board, participated during the year in Board discussions and
decisions on corporate governance, the effectiveness of the Board and related
matters.

-71-

(LOGO)

PRINTED IN CANADA

-72-

OPPENHEIMER HOLDINGS INC.

CLASS A NON-VOTING SHARES

PROXY, SOLICITED BY MANAGEMENT, FOR THE
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS,
MAY 9, 2005

The undersigned holder of Class A shares of Oppenheimer Holdings Inc. hereby
appoints Mr. A.G. Lowenthal or, failing him, Ms. E.K. Roberts or instead of
either of them

--------------------------------------------------------------------------------
as nominee, with full power of substitution, to attend, vote and otherwise act
for the undersigned at the Annual and Special Meeting of Shareholders to be held
on May 9, 2005 and at any adjournment thereof to the same extent and with the
same power as if the undersigned were personally present at the said meeting or
adjournment or adjournments thereof and hereby revokes any proxy previously
given; provided that the undersigned shareholder specifies and directs the
persons above named that the Class A non-voting shares registered in the name of
the undersigned shall be:

1. VOTED FOR [ ] AGAINST [ ]

(or if no specification is made, VOTED FOR) the resolution confirming the
amendment to the Corporation's 1996 Equity Incentive Plan. (Listed as item #4 on
the Notice of Meeting).

2. VOTED FOR [ ] AGAINST [ ]

(or if no specification is made, VOTED FOR) the resolution confirming the
adoption of the Oppenheimer & Co. Inc. Employee Share Plan. (Listed as item #5
on the Notice of Meeting).

3. VOTED FOR [ ] AGAINST [ ]

(or if no specification is made, VOTED FOR) the resolution confirming the
authorizing the issuance of up to 139,313 Class A non-voting shares to the
Oppenheimer Co. Inc. 401(k) Plan. (Listed as item #6 on the Notice of Meeting).

DATED __________, 2005.

----------------------------------------
Signature of Shareholder

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A
SHAREHOLDER, TO REPRESENT HIM AT THE MEETING OTHER THAN THE PERSONS DESIGNATED
HEREIN. TO EXERCISE THIS RIGHT A SHAREHOLDER MAY INSERT THE NAME OF THE DESIRED
PERSON IN THE BLANK SPACE PROVIDED HEREIN OR MAY SUBMIT ANOTHER FORM OF PROXY.

Page 1 of 2

IF ANY AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF THE
MEETING ARE PROPOSED AT THE MEETING OR IF ANY OTHER MATTERS PROPERLY COME BEFORE
THE MEETING, THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO VOTE ON SUCH
AMENDMENTS OR VARIATIONS OR SUCH OTHER MATTERS ACCORDING TO THE BEST JUDGMENT OF
THE PERSON VOTING THE PROXY AT THE MEETING.

NOTES:

1. Please Date and Sign the Form of Proxy Exactly as Your Name Appears On This
Form of Proxy. If a Shareholder is a Corporation the Form of Proxy Must be
Executed Under Its Corporate Seal or by an Officer or Attorney Thereof Duly
Authorized.

2. Your Name and Address are Recorded On This Form of Proxy, Please Report Any
Change.

Page 2 of 2

OPPENHEIMER HOLDINGS INC.

CLASS B VOTING SHARES

PROXY, SOLICITED BY MANAGEMENT, FOR THE
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS,
MAY 9, 2005

The undersigned holder of Class B voting shares of Oppenheimer Holdings Inc.
hereby appoints Mr. A.G. Lowenthal or, failing him, Ms. E.K. Roberts or instead
of either of them

--------------------------------------------------------------------------------
as nominee, with full power of substitution, to attend, vote and otherwise act
for the undersigned at the Annual and Special Meeting of Shareholders to be held
on May 9, 2005 and at any adjournment thereof to the same extent and with the
same power as if the undersigned were personally present at the said meeting or
adjournment or adjournments thereof and hereby revokes any proxy previously
given; provided that the undersigned shareholder specifies and directs the
persons above named that the Class B voting shares registered in the name of the
undersigned shall be:

1. VOTED [ ] WITHHELD FROM VOTING [ ]

(or if no specification is made, VOTED FOR) for the election of directors.
((Listed as item #2 on the Notice of Meeting).

2. VOTED [ ] WITHHELD FROM VOTING [ ]

(or if no specification is made, VOTED FOR) for the appointment of
PricewaterhouseCoopers LLP as auditors and authorizing the directors to fix the
remuneration of the auditors. (Listed as item #3 on the Notice of Meeting).

3. VOTED FOR [ ] AGAINST [ ]

(or if no specification is made, VOTED FOR) the resolution confirming the
amendment to the Corporation's 1996 Equity Incentive Plan. (Listed as item #4 on
the Notice of Meeting).

4. VOTED FOR [ ] AGAINST [ ]

(or if no specification is made, VOTED FOR) the resolution confirming the
adoption of the Oppenheimer Co. Inc. Employee Share Plan. (Listed as item #5 on
the Notice of Meeting).

5. VOTED FOR [ ] AGAINST [ ]

Page 1 of 2

6. VOTED FOR [ ] AGAINST [ ]

(or if no specification is made, VOTED FOR) for the continuing the Corporation
under the Canada Business Corporation Act. (Listed as item #7 on the Notice of
Meeting).

7. SUBJECT TO THE APPROVAL AND AUTHORIZATION OF 6 ABOVE, VOTED FOR [ ]
AGAINST [ ]

(or if no specification is made, VOTED FOR) for the adoption of By-laws of the
Corporation pursuant to and in accordance with the Canada Business Corporations
Act. (Listed as item #8 on the Notice of Meeting).

8. VOTED FOR [ ] AGAINST [ ]

(or if no specification is made, VOTED FOR) authorizing the Performance Based
Compensation Agreement (Listed as item #9 on the Notice of Meeting).

DATED __________, 2005.

----------------------------------------
Signature of Shareholder

NOTES:

1. Please date and sign the form of proxy exactly as your name appears on this
form of proxy. If a shareholder is a corporation the form of proxy must be
executed under its corporate seal or by an officer or attorney thereof duly
authorized.

2. Your name and address are recorded on this form of proxy, please report any
change.

Page 2 of 2