<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>efc5-1680_emailex42.txt
<TEXT>
                                  Exhibit 4.2
                Articles of Arrangement and general and By-Law

                                     E-1
<PAGE>


Pursuant to Section 12.1(1)(a) of National Instrument 51-102 - Continuous
Disclosure Obligations, Magna International Inc. ("Magna") filed on SEDAR on
March 28, 2005 a copy of the Articles of Arrangement of Decoma International
Inc. dated March 6, 2005 (the "Articles of Arrangement"), which include as
Exhibit A thereto the Decoma International Inc. Plan of Arrangement under
section 182 of the Business Corporations Act (Ontario) (the "Plan of
Arrangement").

Pursuant to Section 2.2(e)(v) of the Plan of Arrangement, the Articles of
Arrangement are deemed to be the articles of amalgamation of Magna and the
Certificate giving effect to the Magna Amalgamation (as such term is defined
in the Plan of Arrangement) is deemed to be the certificate of incorporation
of Magna.




<PAGE>



[GRAPHIC OMITTED] For Ministry Use Only             Ontario Corporation Number
A l'usage exclusif du ministere                  Numero de la societe en Ontario
Ministry of Consumer and                                     1249104
Business Services         Ontario                -------------------------------
CERTIFICATE
This is to certify that these articles                 AMALGAMATION NUMBER
are effective on MARCH 06, 2005                                    1650544




Ministere des Services aux consommateurs
et aux entreprises
CERTIFICAT
Ceci certifie que les presents status
entrent en viqueur le 06 MARS, 2005

------------------------------------------


                  Director / Directrice
Business Corporations Act / Loi sur les societes par actions

------------------------------------------------------------------------------
                            ARTICLES OF ARRANGEMENT
                             STATUTS D'ARRANGEMENT

    Form 8
   Business
 Corporations
     Act


  Formule 8
 Loi sur les
societes par
   actions


1.  The name of the corporation is:         Denomination sociale de la societe:

------------------------------------------------------------------------------
    DECOMA INTERNATIONAL INC.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                           <C>
2.  The new name of the corporation (if changed by the        Nouvelle denomination sociale de la societe si elle est
    arrangement:)                                             modifiee par suite de l'arrangement:

------------------------------------------------------------------------------
    MAGNA INTERNATIONAL INC.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------


3. Date of incorporation/amalgamation:                        Date de la constitution ou de la fusion.

                                  30-07-1997
------------------------------------------------------------------------------
                               (Day,Month,Year)
                               (jour,mois,annee)


4. The arrangement has been approved by the shareholders      Les actionnaires de la societe ont approuve 1'arrangement
   of the corporation in accordance with section 182 of       conformement a l'article 182 de la Loi sur les societes par actions.
   the Business Corporations Act.

5. A copy of the arrangement is attached to these articles    Una copie de l'arrangement constitue l'annexe "A".
   as Exhibit "A".

6. The arrangement was approved by the court on               La cour a appprouve l'arrangement le


------------------------------------------------------------------------------
                                  02-03-2005
                              (Day, Month, Year)
                              (Jour, mois, annee)

   and a certified copy of the Order of the court             Une copie certifiee conforme de l'ordonnance de la cour constitue
   is attached to these articles as Exhibit "B".              l'annexe "B".

7. The terms and conditions to which the scheme is made       Les conditions que l'ordonnance impose au projet d'arrangement
   subject by the Order have been complied with.              ont ete respectees.

These articles are signed in duplicate.                       Les presents statuts sort signes en double exemplaire.

                                                                  DECOMA INTERNATIONAL INC.
                                                                ---------------------------------------------------
DYE & DURHAM                                                                        (Name of Corporation)
FORM 8 (B.C.A)                                                             (Denomination sociale de la societe)
08/96
                                                                                                Exec. Vice-President,
                                                                                                Secretary & General
CBR 198                                                                                         Counsel
                                                       By/Par:  ___________________________________________________________
                                                                        (Signature)          (Description of Office)
                                                                        (Signature)                (Fonction)
</TABLE>

              --------------------------------------------------


<PAGE>



                                  EXHIBIT "A"



                           DECOMA INTERNATIONAL INC.

                     PLAN OF ARRANGEMENT UNDER SECTION 182
                  OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

                                   ARTICLE I
                                INTERPRETATION

1.1 Definitions.

    In this Plan of Arrangement, unless there is something in the subject
matter or context inconsistent therewith, the following terms shall have the
respective meanings set out below and grammatical variations of such terms
shall have corresponding meanings:

"Amalco" means the corporation continuing from the Amalgamation;

"Amalco Board of Directors" means the board of directors of Amalco;

"Amalco Common Share" means a common share in the capital of Amalco having the
rights, privileges, restrictions and conditions set forth in Schedule 1.1
hereto;

"Amalco Continuing Options" means all Decoma Options, other than Decoma
Exchange Elected Options;

"Amalco Redeemable Preferred Share" means a redeemable preferred share in the
capital of Amalco having the rights, privileges, restrictions and conditions
set forth in Schedule 1.1 hereto;

"Amalco Shares" means Amalco Common Shares, Amalco Redeemable Preferred Shares
and Amalco Special Shares;

"Amalco Special Share" means a special share in the capital of Amalco having
the rights, privileges, restrictions and conditions set forth in Schedule 1.1
hereto;

"Amalgamation" means the amalgamation of Decoma and Magna Subco described in
Section 2.2(b) hereto;

"Arrangement" means the arrangement of Decoma under section 182 of the OBCA on
the terms and subject to the conditions set out in this Plan of Arrangement,
subject to any amendments or variations thereto made in accordance with
Article 5 or made at the direction of the Court in the Final Order;

"Arrangement Agreement" means the Arrangement Agreement made as of January 13,
2005 between Magna and Decoma, as amended, supplemented or restated in
accordance therewith prior to the Effective Time, providing for, among other
things, the Arrangement;

"Articles of Arrangement" means the articles of arrangement of Decoma in
respect of the Arrangement that are required by the OBCA to be sent to the
Director after the Final Order is made in order to give effect to the
Arrangement;

"Average Market Price" means the amount (rounded to the nearest one hundredth
of a cent) equal to the volume-weighted average trading price of the Magna
Class A Shares on the TSX for the five (5) consecutive trading days ending on
the last trading day immediately preceding the Effective Date;

"Business Day" means any day on which commercial banks are generally open for
business in Toronto, Ontario and New York, New York, other than a Saturday, a
Sunday or a day observed as a holiday in Toronto, Ontario or New York, New
York under applicable laws;

"Cash Consideration Elected Share" means, subject to Section 2.4, a Decoma
Class A Share in respect of which a Decoma Shareholder has made a Cash
Election;

"Cash Elected Consideration" means a cash amount per Decoma Class A Share
(rounded to the nearest one hundredth of a cent) equal to the Exchange Ratio
multiplied by the Average Market Price and "aggregate Cash Elected
Consideration" means Cash Elected Consideration multiplied by the total number
of Cash Consideration Elected Shares without regard to Section 2.4;


                                      1
<PAGE>


"Cash Election" means the election of a Decoma Shareholder in the Letter of
Transmittal to receive the Cash Elected Consideration via an Amalco Redeemable
Preferred Share in respect of a Decoma Class A Share;

"Certificates" means the certificates giving effect to the Arrangement, issued
by the Director pursuant to subsection 183(2) of the OBCA after the Articles
of Arrangement have been filed;

"Court" means the Superior Court of Justice (Ontario);

"Decoma" means Decoma International Inc., a corporation governed by the OBCA;

"Decoms Circular" means the notice of the Decoma Meeting and accompanying
management information circular/proxy statement, including all exhibits
thereto, to be sent to Decoma Shareholders in connection with the Decoma
Meeting;

"Decoma Class A Share" means a Class A Subordinate Voting Share in the capital
of Decoma;

"Decoma Class B Share" means a Class B Share in the capital of
Decoma;

"Decoma Preferred Shares" means the Convertible Preferred Shares, Series 4 and
Convertible Preferred Shares, Series 5 in the capital of Decoma;

"Decoma Exchange Elected Option" means a Decoma Option in respect of which the
Holder thereof has elected in the Option Election Form to exchange such Decoma
Option for a Magna Replacement Option;

"Decoma Meeting" means the special meeting of Holders of Decoma Class A
Shares, including any adjournment or postponement thereof, to be called and
held in accordance with the Interim Order to consider and, if deemed
advisable, to approve the Arrangement;

"Decoma Meeting Date" means the date of the Decoma Meeting;

"Decoma Options" means all options to acquire Decoma Class A Shares
outstanding as of the Effective Time under the Decoma Stock Option Plan;

"Decoma Shareholder" means a Holder of Decoma Shares;

"Decoma Shares" means Decoma Class A Shares, Decoma Class B Shares and Decoma
Preferred Shares;

"Decoma Stock Option Plan" means the Decoma Amended and Restated Incentive
Stock Option Plan approved by the board of directors of Decoma on July 7, 2000
and approved by Decoma Shareholders on December 6, 2003, as amended to the
date of the Arrangement Agreement;

"Depositary" means Computershare Trust Company of Canada or Computershare
Trust Company Inc. at its offices set out in the Letter of Transmittal;

"Director" means the Director appointed pursuant to section 278 of the OBCA;

"Dissent Rights" has the meaning ascribed thereto in Section 3.1;

"Dissenting Shareholder" means any Decoma Shareholder who has properly
exercised its Dissent Rights in accordance with Section 3.1, who has not
withdrawn or been deemed to have withdrawn such exercise and who is ultimately
determined to be entitled to be paid the fair value of its Decoma Class A
Shares;

"Effective Date" means the date shown on the Certificates;

"Effective Time" means 12:01 am. (Toronto time) on the Effective Date;

"Election Deadline" means the time that is 48 hours, excluding Saturdays and
holidays, preceding the scheduled time of the Decoma Meeting;

"Exchange Ratio" means 0.1453;

"Final Order" means the final order of the Court approving the Arrangement as
such order may be amended by the Court at any time prior to the Effective Date
or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed
or amended on appeal;

"Governmental Entity" means any (a) multinational, federal, provincial, state,
regional, municipal, local or other government, governmental or public
department, central bank, court, tribunal, arbitrator or arbitral body,
commission, board, bureau or agency, domestic or foreign, including the
Ontario Securities Commission, the Autorite des marches financiers du Quebec and
the United States Securities and Exchange Commission, (b) self-regulatory
organization or stock exchange, including the TSX, NYSE and The NASDAQ
National Market, (c) subdivision, agent, commission,


                                      2
<PAGE>


board, or authority of any of the foregoing, or (d) quasi-governmental or
private body exercising any regulatory, expropriation or taxing authority
under or for the account of any of the foregoing;

"Holders" means, when used with reference to a class of securities, the
holders of such securities shown from time to time in the register maintained
by the issuer thereof in respect of such securities;

"Interim Order" means the interim order of the Court, as such order may be
amended from time to time, in respect of the Arrangement;

"ITA" means the Income Tax Act (Canada), as amended from time to time prior to
the Effective Time;

"Letter of Transmittal" means the letter of transmittal and cash election form
for use by Holders of Decoma Class A Shares, in the form accompanying the
Decoma Circular,

"Magna" means Magna International Inc., a corporation governed by the OBCA
and, following the Magna Amalgamation, the corporation continuing from the
Magna Amalgamation;

"Magna Amalgamation" means the short form amalgamation of Magna and Amalco
described in Section 2.2(e);

"Magna Class A Share" means a Class A Subordinate
Voting Share in the capital of Magna;

"Magna Replacement Options" has the meaning ascribed thereto in Section
2.2(a);

"Magna Subco" means 1265058 Ontario Inc., a wholly-owned subsidiary of Magna
existing under the OBCA, which, at the Effective Time, will be the Holder of
all or a portion of the Decoma Shares then owned, directly or indirectly, by
Magna;

"Magna Subco Class A Share" means a Class A Subordinate Voting Share in the
capital of Magna Subco;

"Magna Subco Class B Share" means a Class B Share in
the capital of Magna Subco;

"Magna Subco Shares" means Magna Subco Class A Shares and Magna Subco Class B
Shares;

"Maximum Cash Consideration" means $150,000,000;

"NYSE" means the New York Stock Exchange;

"OBCA" means the Business Corporations Act (Ontario), as amended from time to
time prior to the Effective Time;

"Option Election Form" means the election form for use by Holders of Decoma
Options under which such Holders may elect to exchange Decoma Options for
Magna Replacement Options under this Plan of Arrangement;

"Person" includes any individual, firm, partnership, limited partnership,
joint venture, venture capital fund, limited liability company, unlimited
liability company, association, trust, trustee, heir, executor, administrator,
legal personal representative, estate, group, body corporate, corporation,
unincorporated association or organization, Governmental Entity, syndicate or
other entity, whether or not having legal status;

"Share Consideration" means a fraction of a Magna Class A Share equal to the
Exchange Ratio;

"Share Consideration Shares" means any Decoma Class A Shares other than Cash
Consideration Elected Shares; and

"TSX" means the Toronto Stock Exchange.

1.2 Interpretation Not Affected by Headings, etc.

    The division of this Plan of Arrangement into Articles, Sections and other
portions and the insertion of headings are for convenience of reference only
and shall not affect the interpretation of this Plan of Arrangement. Unless
otherwise indicated, all references to an "Article" or "Section" followed by a
number and/or a letter refer to the specified Article or Section of this Plan
of Arrangement. The terms "this Plan of Arrangement", "hereof", "herein" and
"hereunder" and similar expressions refer to this Plan of Arrangement
(including the Schedules hereto) and not to any particular Article, Section or
other portion hereof and include any agreement or instrument supplementary or
ancillary hereto.

1.3 Number and Gender.

    In this Plan of Arrangement, unless the context otherwise requires, words
importing the singular shall include the plural and vice versa and words
importing any gender include all genders.


                                      3
<PAGE>


1.4 Date for any Action.

    In the event that any date on which any action is required to be taken
hereunder by any Person is not a Business Day, such action shall be required
or permitted to be taken on the next succeeding day which is a Business Day.

1.5 Currency.

    All references to currency herein are to Canadian dollars unless otherwise
specified.

1.6 Statutory References.

    Except as expressly provided in this Plan of Arrangement, any reference in
this Plan of Arrangement to a statute includes all regulations made
thereunder, all amendments to such statute or regulations in force from time
to time, and any statute or regulation that supplements or supersedes such
statute or regulation.


                                   ARTICLE 2
                                THE ARRANGEMENT


2.1 Binding Effect.

    This Plan of Arrangement will become effective at, and be binding at and
after, the Effective Time on (a) Decoma, (b) Magna, (c) Magna Subco, (d)
Amalco, (e) all Holders and beneficial holders of Decoma Shares (including
Dissenting Shareholders), Magna Subco Shares and Amalco Shares, and (f) all
Holders of Decoma Options, Amalco Continuing Options and Magna Replacement
Options.

2.2 The Arrangement.

    Commencing at the Effective Time, the following shall occur and shall be
deemed to occur in the following order (except as expressly noted below)
without any further act or formality:

    (a) each Decoma Exchange Elected Option outstanding at the Effective Time
        will be exchanged for an option of Magna (a "Magna Replacement
        Option") to purchase the number of Magna Class A Shares equal to the
        Exchange Ratio multiplied by the number of Decoma Class A Shares that
        could be purchased under such Decoma Exchange Elected Option if such
        Decoma Exchange Elected Option were exercisable and exercised
        immediately prior to the Effective Time. Such Magna Replacement Option
        shall provide for an exercise price per Magna Class A Share equal to
        the exercise price per Decoma Class A Share of such Decoma Exchange
        Elected Option immediately prior to the Effective Time divided by the
        Exchange Ratio (rounded up to the nearest cent). If the foregoing
        calculation results in a Magna Replacement Option of any particular
        Holder thereof being exercisable for a total number of Magna Class A
        Shares that includes a fraction of a Magna Class A Share, then the
        total number of Magna Class A Shares subject to such Holder's Magna
        Replacement Option shall be rounded down to the next whole number of
        Magna Class A Shares. Subject to the foregoing provisions of this
        Section 2.2(a), the term to expiry, conditions to and manner of
        exercising, vesting schedule and all other terms and conditions of
        such Magna Replacement Option will be the same as the terms and
        conditions of such Decoma Exchange Elected Option and any document or
        agreement previously evidencing such Decoma Exchange Elected Option
        shall evidence and be deemed to evidence such Magna Replacement
        Option;

    (b) Magna Subco and Decoma (sometimes referred to hereinafter in this
        Section 2.2(b) as "predecessor corporations") will amalgamate to form
        Amalco with the same effect as if section 179 of the OBCA were
        applicable to the Amalgamation, and in connection with the
        Amalgamation:

        (i)    each Share Consideration Share held by a Decoma Shareholder
               (other than Magna Subco and Dissenting Shareholders) will be
               converted into an Amalco Special Share;

        (ii)   each Cash Consideration Elected Share held by Decoma
               Shareholder (other than Magna Subco) will be converted into an
               Amalco Redeemable Preferred Share;

        (iii)  all Decoma Shares held by Magna Subco will be cancelled for no
               consideration;

        (vi)   each Magna Subco Class A Share and each Magna Subco Class B
               Share will be converted into an Amalco Common Share;


                                      4
<PAGE>


        (v)    Amalco will possess all the property, rights, privileges and
               franchises and will be subject to all liabilities, including
               civil, criminal and quasi-criminal, and all contracts,
               disabilities and debts of each of the predecessor corporations;

        (vi)   a conviction against, or ruling, order or judgment in favour or
               against a predecessor corporation may be enforced by or against
               Amalco;

        (vii)  the Articles of Arrangement will be deemed to be the articles
               of amalgamation of Amalco and, except for the purposes of
               section 117(1) of the OBCA, the Certificate giving effect to
               the Amalgamation will be deemed to be the certificate of
               amalgamation of Amalco;

        (viii) the name of the corporation continuing from the Amalgamation
               shall be "Decoma Amalco International Inc.";

        (ix)   the registered office of Amalco shall be in the City of Concord
               in the Province of Ontario;

        (x)    the authorized capital of Amalco shall consist of an unlimited
               number of Amalco Common Shares, an unlimited number of Amalco
               Special Shares and an unlimited number of Amalco Redeemable
               Preferred Shares;

        (xi)   there shall be no restrictions on the business which Amalco is
               authorized to carry on or on the powers Amalco may exercise;

        (xii)  the by-laws of Decoma shall be the by-laws of Amalco until
               repealed, amended, altered or added to;

        (xiii) the number of directors of Amalco shall be such number not less
               than one (1) and not more than ten (10) as the Amalco Board of
               Directors may from time to time determine;

        (xiv)  the directors of Amalco may appoint one or more directors who
               shall hold office for a term expiring not later than the close
               of the next annual meeting of Amalco, 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 Amalco;
               and

        (xv)   the number of the first directors shall be three (3) and the
               first directors of Amalco shall be the persons set out below,
               who shall hold office until the first annual meeting of Amalco
               or until their successors are elected or appointed;

<TABLE>
<CAPTION>
               First name, intials        Address for service, giving            Resident Canadian:
               and surname              Street & No. or R.R. No.                   Yes or No
               -------------------     ------------------------------

               <S>                      <C>                                           <C>
               Vincent J. Galifi        130 Greenbrooke Drive                         Yes
                                         Woodbridge, Ontario
                                             L4L 8L1

               J. Brian Colburn          80 Bayview Ridge                              Yes
                                        North York, Ontario
                                            M2L 1E6

               Jeffrey O. Palmer        1403 Tamworth Court                           Yes
                                        Burlington, Ontario
                                            L7P 4V3
</TABLE>

          immediately following the Amalgamation, each Amalco Redeemable
          Preferred Share will be redeemed by Amalco at a redemption price
          equal to the Cash Elected Consideration;

     (d)  immediately following the Amalgamation, each Amalco Special Share
          will be transferred by the Holder thereof to Magna in exchange for
          the Share Consideration; and

     (e)  Magna and Amalco (sometimes referred to hereinafter in this Section
          2.2(e) as "predecessor corporations") will amalgamate to continue as
          Magna International Inc. with the same effect as if sections 177 and
          179 of the OBCA were applicable to the Magna Amalgamation and in
          connection with the Magna Amalgamation:

          (i)  Magna International Inc. will possess all the property, rights,
               privileges and franchises and will be subject to all
               liabilities, including civil, criminal and quasi-criminal, and
               all contracts, disabilities and debts of each of the
               predecessor corporations;



                                      5
<PAGE>


          (ii) a conviction against, or ruling, order or judgment in favour or
               against a predecessor corporation may be enforced by or against
               Magna International Inc.;

         (iii) all Amalco Shares will be cancelled by Amalco for no
               consideration;

          (iv) the by-laws of Magna International Inc. following the Magna
               Amalgamation shall be the same as the by-laws of Magna prior to
               the Effective Date; and

          (v)  the Articles of Arrangement will be deemed to be the articles
               of amalgamation of Magna International Inc. and shall include
               the information set out in Schedule 2.2(e) and, except for the
               purposes of Section 117(1) of the OBCA, the Certificate giving
               effect to the Magna Amalgamation will be deemed to be the
               certificate of incorporation of Magna International Inc.

     (f)  each Amalco Continuing Option outstanding at the Effective Time will
          remain outstanding in accordance with its terms and the adjustment
          provisions in the Amalco Continuing Options will thereafter apply.
          For greater certainty, it is confirmed that, for the purposes of
          such adjustment provisions as they relate to the transactions
          contemplated by this Plan of Arrangement, each Amalco Continuing
          Option will thereafter entitle the Holder to purchase from Magna (as
          successor to Decoma following the Amalgamation and the Magna
          Amalgamation), in lieu of the number of Decoma Class A Shares the
          Holder was entitled to purchase upon the exercise of such Amalco
          Continuing Option, but for the same aggregate consideration and on
          the same terms, the aggregate number (with such adjustment
          provisions continuing to apply mutatis mutandis) of Magna Class A
          Shares that the Holder would have been entitled to receive as a
          result of the transactions contemplated by this Plan of Arrangement
          if, immediately before the Effective Time, such Holder had been the
          registered holder of the number of Decoma Class A Shares to which
          such Holder would have been entitled upon exercise of such Amalco
          Continuing Option if all vesting and other requirements for exercise
          were then met and those Decoma Class A Shares were all Share
          Consideration Shares hereunder.

2.3  Elections.

     (a)  Subject to Section 2.4, each Decoma Shareholder shall be entitled to
          make a Cash Election in respect of all or a portion (provided such
          portion is a whole number of shares) of such Holder's Decoma Class A
          Shares on the basis set forth in the Letter of Transmittal.

     (b)  Any Decoma Shareholder who, in respect of any Decoma Class A Share
          held by such Holder (i) does not deposit with the Depositary a duly
          completed Letter of Transmittal prior to the Election Deadline or
          (ii) fails to complete the Letter of Transmittal making a Cash
          Election, shall be deemed not to have made a Cash Election in
          respect of any such Decoma Class A Shares.

     (c)  Any deposit of a Letter of Transmittal and accompanying certificates
          may be made at any of the offices of the Depositary specified in the
          Letter of Transmittal.

2.4 Proration and Fractional Shares.

     Notwithstanding Section 2.3, if the aggregate Cash Elected Consideration
exceeds the Maximum Cash Consideration, the number of Cash Consideration
Elected Shares that any Holder of Decoma Class A Shares shall be deemed to
hold, for all purposes of this Plan of Arrangement, shall be the number
(rounded down to the nearest whole number) equal to the product of (i) the
number of Cash Consideration Elected Shares of such Holder (ignoring this
Section 2.4) as set forth in such Holder's Letter of Transmittal and (ii) a
fraction, the numerator of which is the Maximum Cash Consideration and the
denominator of which is the aggregate Cash Elected Consideration. The Decoma
Class A Shares of any Holder that are not Cash Consideration Elected Shares
shall be deemed for all purposes of this Plan of Arrangement to be Share
Consideration Shares.

     Notwithstanding anything herein contained, no fractional Magna Class A
Shares will be issued or delivered in connection with this Plan of
Arrangement. Where a Holder of Decoma Class A Shares is to receive Share
Consideration and the aggregate number of Magna Class A Shares to be issued to
such Holder would otherwise result in a fraction of a Magna Class A Share
being issued or delivered, such Holder shall receive, in lieu of such
fractional share, a cash payment equal to the fraction of a Magna Class A
Share otherwise issuable or deliverable multiplied by the Average Market
Price.


                                      6
<PAGE>





2.5  Stated Capital Accounts.

     The stated capital accounts of the classes of shares of Amalco
immediately following the Amalgamation shall be:

     (a)  for the Amalco Redeemable Preferred Shares, an amount equal to the
          number of Amalco Redeemable Preferred Shares resulting from the
          conversion of Decoma Class A Shares upon the Amalgamation multiplied
          by the Cash Elected Consideration;

     (b)  for the Amalco Special Shares, an amount equal to the lesser of (i)
          the excess of the aggregate paid-up capital (within the meaning of
          the ITA) immediately before the Amalgamation of (A) all Decoma
          Shares (other than any such shares held by Magna Subco immediately
          prior to the Amalgamation), and (B) all Magna Subco Shares, over the
          aggregate amount added to the stated capital of Amalco Redeemable
          Preferred Shares under Section 2.5(a), and (ii) the number of Amalco
          Special Shares resulting from the conversion of Decoma Class A
          Shares upon the Amalgamation multiplied by the Average Market Price
          multiplied by the Exchange Ratio; and

     (c)  for the Amalco Common Shares, a total amount equal to $1.00,

provided that in no case shall the stated capital of any class of shares of
Amalco immediately following the Amalgamation be less than $1, and if
necessary to prevent this result in respect of any particular class of Amalco
Shares, the stated capital allocation of the immediately preceding class of
Amalco Shares described above shall be amended to reduce its stated capital by
the amount necessary to leave the particular class of Amalco Shares with $1 of
stated capital.

                                   ARTICLE 3
                               RIGHTS OF DISSENT

3.1  Rights of Dissent.

     Holders of Decoma Class A Shares may exercise rights of dissent with
respect to such shares pursuant to and in the manner set forth in section 185
of the OBCA and this Section 3.1 (the "Dissent Rights") in connection with the
Arrangement. Notwithstanding any other provision of this Plan of Arrangement,
Holders of Decoma Class A Shares who duly exercise such rights of dissent and
who:

     (a)  are ultimately determined to be entitled to be paid fair value for
          their Decoma Class A Shares by Magna (as successor corporation to
          Decoma following the Amalgamation and the Magna Amalgamation), shall
          be deemed to have transferred such Decoma Class A Shares as of the
          Effective Time and prior to any of the steps referred to in Section
          2.2, without any further act or formality and free and clear of all
          liens, claims and encumbrances, to Decoma and such shares shall be
          cancelled as of the Effective Time; or

     (b)  are ultimately determined not to be entitled, for any reason, to be
          paid fair value for their Decoma Class A Shares, shall be deemed to
          have participated in the Arrangement on the same basis as a
          non-dissenting Decoma Shareholder who did not make a Cash Election
          and shall be deemed to have received Amalco Special Shares and to
          have had such shares exchanged for Share Consideration in accordance
          with Sections 2.2(b)(i), 2.2(d) and 2.3(b).

     In no case shall Magna, the Depositary or any other Person be required to
recognize such Dissenting Shareholders as Holders of Decoma Class A Shares or
Amalco Shares at or after the Effective Time and the names of such Dissenting
Shareholders shall be deleted from the register of Holders of Decoma Class A
Shares as of the Effective Time.



                                   ARTICLE 4
                             CASH AND CERTIFICATES


4.1  Payment of Cash Elected Consideration.

     At or prior to the Effective Time, (a) Magna Subco shall deposit with the
Depositary for the benefit of Decoma Shareholders who elected to receive the
Cash Election Consideration and (b) Magna shall deposit with the Depositary
for the benefit of Decoma Shareholders, entitled to receive, in lieu of a
fraction of a Magna Class A Share pursuant to Section 2.4, a cash payment
equal to the fraction of a Magna Class A Share otherwise issuable or
deliverable multiplied


                                      7
<PAGE>


by the Average Market Price, sufficient funds for these purposes by bank
transfer or other means satisfactory to the Depositary and cause the
Depositary either:

     (i)  to forward or cause to be forwarded by first class mail (postage
          prepaid) to the Holder at the address specified in the Letter of
          Transmittal; or

     (ii) if requested by the Holder in the Letter of Transmittal, to
          make available at the Depositary for pick-up by the Holder, (iv)

a cheque in Canadian currency representing the payment required to be made to
such Holder pursuant to the provisions hereof. Under no circumstances will
interest be paid to any Holder on any payment to be made hereunder, regardless
of any delay in making such payment.

4.2  Payment of Share Consideration.

     At or prior to the Effective Time, Magna shall deposit with the
Depositary, for the benefit of the Holders of Decoma Class A Shares who are to
receive the Share Consideration, certificates representing that whole number
of Magna Class A Shares to be received by such Holders pursuant to the
provisions hereof.

     Upon the surrender to the Depositary of a certificate which immediately
prior to the Effective Time represented outstanding Decoma Class A Shares
that, under the Arrangement, were converted into Amalco Special Shares,
together with a duly completed Letter of Transmittal and such additional
documents, instruments and payments as the Depositary may reasonably require,
the Holder shall be entitled to receive in exchange therefor, and Magna or
Magna Subco, as the case may be, shall cause the Depositary either:

     (i)  to forward or cause to be forwarded by first class mail (postage
          prepaid) to the Holder at the address specified in the Letter of
          Transmittal; or

     (ii) if requested by the Holder in the Letter of Transmittal, to make
          available at the Depositary for pick-up by the Holder,

a certificate representing the number of Magna Class A Shares issuable or
deliverable to such Holder.

43.  Distributions with Respect to Unsurrendered Certificates.

     No dividends or other distributions declared or made with respect to the
Magna Class A Shares with a record date after the Effective Time shall be paid
to the Holder of any unsurrendered certificate which immediately prior to the
Effective Time represented outstanding Share Consideration Shares, unless and
until the Holder of such certificate shall surrender such certificate in
accordance with Section 4.1 or 4.2. Subject to applicable law, at the time of
such surrender of any such certificate (or, in the case of clause (y) below,
at the appropriate payment date), there shall be paid to the surrendering
Holder of the certificates representing Share Consideration Shares, without
interest, (x) the amount of dividends or other distributions with a record
date after the Effective Time theretofore paid with respect to the Magna Class
A Shares to which such Holder is entitled pursuant hereto and (y) only to the
extent not paid under clause (x), on the appropriate payment date, the amount
of dividends or other distributions with a record date after the Effective
Time but prior to surrender and a payment date subsequent to surrender payable
with respect to such Magna Class A Shares.

4.4  Lost Certificates.

     In the event any certificate which immediately prior to the Effective
Time represented one or more outstanding Decoma Class A Shares that were
exchanged or converted pursuant to Section 2.2 shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Holder claiming
such certificate to be lost, stolen or destroyed, the Depositary will issue in
exchange for such lost, stolen or destroyed certificate, cash and/or
certificates deliverable in accordance with Sections 2.2, 4.1 or 4.2 and such
Holder's Letter of Transmittal. When authorizing such payment in exchange for
any lost, stolen or destroyed certificate, the Holder to whom cash and/or
certificates are to be issued shall, as a condition precedent to the issuance
thereof, give a bond satisfactory to Magna (and its transfer agents) and the
Depositary in such sum as Magna may direct or otherwise indemnify Magna in a
manner satisfactory to Magna against any claim that may be made against Magna
with respect to the certificate alleged to have been lost, stolen or
destroyed.



                                      8
<PAGE>



4.5  Extinction of Rights.

     Any certificate which immediately prior to the Effective Time represented
outstanding Decoma Class A Shares (other than Decoma Class A Shares held by
Magna Subco) that were exchanged or converted pursuant to Section 2.2 and that
is not deposited with all other instruments required by this Plan of
Arrangement and the Letter of Transmittal to the Depositary in accordance with
the terms of this Plan of Arrangement on or prior to the fifth anniversary of
the Effective Date shall cease to represent a claim or interest of any kind or
nature as a securityholder of Decoma, Magna Subco, Amalco or Magna. On such
date, the cash or property to which the former Holder of the certificate
referred to in the preceding sentence was ultimately entitled shall be deemed
to have been surrendered for no consideration to Magna (as successor to Decoma
following the Amalgamation and the Magna Amalgamation) or any successor
thereto.

4.6  Withholding Rights.

     Decoma, Magna, Amalco, Magna Subco and the Depositary shall be entitled
to deduct and withhold from any dividend or consideration otherwise payable to
any Holder of Decoma Shares, Decoma Options, Amalco Shares and Magna Class A
Shares, such amounts as Decoma, Magna, Amalco, Magna Subco or the Depositary
is required or permitted to deduct and withhold with respect to such payment
under the TPA or any other provision of provincial, local or foreign tax law,
in each case, as amended. To the extent that amounts are so withheld, such
withheld amounts shall be treated for all purposes hereof as having been paid
to the Holder of the securities in respect of which such deduction and
withholding was made, provided that such withheld amounts are actually
remitted to the appropriate taxing authority. To the extent that the amounts
so required or permitted to be deducted or withheld from any payment to a
Holder exceed the cash portion of the consideration otherwise payable to the
Holder, Decoma, Magna, Amalco, Magna Subco and the Depositary are hereby
authorized to sell or otherwise dispose of such portion of the consideration
as is necessary to provide sufficient funds to Decoma, Magna, Amalco, Magna
Subco or the Depositary, as the case may be, to enable it to comply with such
deduction or withholding requirement or entitlement and Decoma, Magna, Amalco,
Magna Subco or the Depositary shall notify the Holder thereof and remit to the
Holder any unapplied balance of the net proceeds of such sale.

                                   ARTICLE 5
                                  AMENDMENTS

5.1  Amendments to Plan of Arrangement.

     (a)  Decoma reserves the right to amend, modify and/or supplement this
          Plan of Arrangement at any time and from time to time prior to the
          Effective Date, provided that each such amendment, modification
          and/or supplement must be (i) set out in writing, (ii) approved by
          Magna and Magna Subco, (iii) filed with the Court and, if made
          following the Decoma Meeting, approved by the Court and (iv)
          communicated to the Decoma Shareholders if and as required by the
          Court.

     (b)  Any amendment, modification or supplement to this Plan of
          Arrangement may be proposed by Decoma at any time prior to the
          Decoma Meeting (provided that Magna and Magna Subco shall have
          consented thereto) with or without any other prior notice or
          communication and if so proposed and accepted by the Persons voting
          at the Decoma Meeting (other than as may be required under the
          Interim Order) shall become part of this Plan of Arrangement for all
          purposes.

     (c)  Any amendment, modification or supplement to this Plan of
          Arrangement that is approved by the Court following the Decoma
          Meeting shall be effective only if (i) it is consented to by each of
          Decoma, Magna and Magna Subco and (ii) if required by the Court, it
          is consented to by the Decoma Shareholders voting in the manner
          directed by the Court.

     (d)  Any amendment, modification or supplement to this Plan of
          Arrangement may be made following the Effective Date unilaterally by
          Magna, provided that it concerns a matter which, in the reasonable
          opinion of Magna, is of an administrative nature required to better
          give effect to the implementation of this Plan of Arrangement and is
          not adverse in any significant respect to the financial or economic
          interests of any former Holder of Decoma Shares, Decoma Convertible
          Debentures or Decoma Options.


                                      9
<PAGE>


                                   ARTICLE 6
                              FURTHER ASSURANCES

6.1  Further Assurances.

     Notwithstanding that the transactions and events set out herein shall
occur and be deemed to occur in the order set out in this Plan of Arrangement
without any further act or formality, each of the parties to the Arrangement
Agreement shall make, do and execute, or cause to be made, done and executed,
all such further acts, deeds, agreements, transfers, assurances, instruments
or documents as may reasonably be required by any of them in order further to
document or evidence any of the transactions or events set out herein.


                                      10
<PAGE>


                                 SCHEDULE 1.1
                            AMALCO SHARE CONDITIONS

     Capitalized terms used in these share provisions but not otherwise
defined herein have the meanings ascribed to them in the Plan of Arrangement.

     The rights, privileges, restrictions and conditions attaching to the
shares of Amalco shall be as follows:

Amalco Redeemable Preferred Shares
----------------------------------

A.   The Amalco Redeemable Preferred Shares shall have attached thereto the
     following rights, privileges, restrictions and conditions:

1.   Redemption by Amalco

     Subject to the requirements of the OBCA and the Plan of Arrangement,
Amalco may redeem, at any time, all, but not less than all, of the outstanding
Amalco Redeemable Preferred Shares on payment for each Amalco Redeemable
Preferred Share to be redeemed of an amount equal to the Cash Elected
Consideration, together with all dividends declared on such Amalco Redeemable
Preferred Shares and unpaid up to the date of the redemption.

2.   Retraction by Holder

     A holder of Amalco Redeemable Preferred Shares shall be entitled to
require Amalco to redeem, subject to the requirements of the OBCA, at any time
and from time to time, the whole or any part of the outstanding Amalco
Redeemable Preferred Shares held by such holder, by tendering to Amalco at its
registered office a share certificate representing the Amalco Redeemable
Preferred Shares that the holder desires to have Amalco redeem together with a
written request specifying the number of Amalco Redeemable Preferred Shares to
be redeemed and the business day on which the holder desires to have Amalco
redeem the shares. Upon receipt of such share certificate or certificates and
written request, Amalco shall redeem such Amalco Redeemable Preferred Shares
on the date specified in the written request by paying to the holder an amount
equal to the Cash Elected Consideration for each Amalco Redeemable Preferred
Share being redeemed, together with all dividends declared on such Amalco
Redeemable Preferred Shares and unpaid up to the date of the redemption.

3.   Dividends

     The holders of Amalco Redeemable Preferred Shares shall be entitled to
receive dividends if, as and when declared by the Amalco Board of Directors,
out of the assets of Amalco properly applicable to the payment of dividends,
in such amounts and payable in such manner as the Amalco Board of Directors
may from time to time determine, in its discretion. Subject to the rights of
the holders of any other class of shares of Amalco entitled to receive
dividends in priority to or concurrently with holders of Amalco Redeemable
Preferred Shares, the Amalco Board of Directors may in its discretion declare
dividends on Amalco Redeemable Preferred Shares to the exclusion of any other
class of share of Amalco. No dividend shall be paid or set apart for payment
if such payment would affect the ability of Amalco to redeem all of the then
issued and outstanding Amalco Redeemable Preferred Shares.

4.   Priority

     The Amalco Redeemable Preferred Shares shall be entitled to a preference
over the Amalco Common Shares and over any other shares ranking junior to the
Amalco Redeemable Preferred Shares with respect to priority in payment of
dividends and in the distribution of assets in the event of the liquidation,
dissolution or winding-up of Amalco, whether voluntary or involuntary, or any
other distribution of the assets of Amalco among its shareholders for the
purpose of winding up its affairs. The Amalco Redeemable Preferred Shares
shall rank pari passu with the Amalco Special Shares.

5.   Voting Rights

     Except as otherwise provided in the OBCA, the holders of the Amalco
Redeemable Preferred Shares shall not be entitled to receive notice of, to
attend or to vote at any meeting of the shareholders of Amalco.

6.   Cancellation

     Any Amalco Redeemable Preferred Shares that are redeemed by Amalco
pursuant to any provision hereof shall for all purposes be considered to have
been redeemed on, and will be cancelled concurrently with, the payment by
Amalco to, or for the benefit of, the holder thereof of the Cash Elected
Consideration.



                                      11
<PAGE>


Amalco Special Shares
---------------------

B.   The Amalco Special Shares shall have attached thereto the following
     rights, privileges, restrictions and conditions:

1.   Redemption by Amalco

     Subject to the requirements of the OBCA and the Plan of Arrangement,
Amalco may redeem, at any time, all, but not less than all, of the outstanding
Amalco Special Shares on payment for each Amalco Special Share to be redeemed
of a fraction of a Magna Class A Share equal to the Exchange Ratio, together
with all dividends declared on such Special Shares and unpaid up to the date
of the redemption (such amount being referred to as the "Redemption Amount");
provided that, Amalco shall pay to any holder who is otherwise entitled to
receive a fraction of a Magna Class A Share the cash payment described in
section 2.4 of the Plan of Arrangement.

2.   Retraction by Holder

     A holder of Amalco Special Shares shall be entitled to require Amalco to
redeem, subject to the requirements of the OBCA, at any time and from time to
time, the whole or any part of the outstanding Amalco Special Shares held by
such holder, by tendering to Amalco at its registered office a share
certificate representing the Amalco Special Shares that the holder desires to
have Amalco redeem together with a written request specifying the number of
Amalco Special Shares to be redeemed and the business day on which the holder
desires to have Amalco redeem the shares. Upon receipt of such share
certificate or certificates and written request, Amalco shall redeem such
Amalco Special Shares on the date specified in the written request by paying
to the holder, at the option and in the sole discretion of Amalco, the
applicable Redemption Amount for each Amalco Special Share being redeemed plus
a cash payment in respect of any fraction of a Magna Class A Share as
described in section 2.4 of the Plan of Arrangement.

3.   Dividends

     The holders of Amalco Special Shares shall be entitled to receive
dividends if, as and when declared by the Amalco Board of Directors, out of
the assets of Amalco properly applicable to the payment of dividends, in such
amounts and payable in such manner as the Amalco Board of Directors may from
time to time determine, in its discretion. Subject to the rights of the
holders of any other class of shares of Amalco entitled to receive dividends
in priority to or concurrently with holders of Amalco Special Shares, the
Amalco Board of Directors may in its discretion declare dividends on Amalco
Special Shares to the exclusion of any other class of share of Amalco. No
dividend shall be paid or set apart for payment if such payment would affect
the ability of Amalco to redeem all of the then issued and outstanding Amalco
Redeemable Preferred Shares.

4.   Priority

     The Amalco Special Shares shall be entitled to a preference over the
Amalco Common Shares, and over any other shares ranking junior to the Amalco
Special Shares with respect to priority in payment of dividends and in the
distribution of assets in the event of the liquidation, dissolution or
winding-up of Amalco, whether voluntary or involuntary, or any other
distribution of the assets of Amalco among its shareholders for the purpose of
winding up its affairs. The Amalco Special Shares shall rank pari passu with
the Amalco Redeemable Preferred Shares.

5.   Voting Rights

     Except as otherwise provided in the OBCA, the holders of the Amalco
Special Shares shall not be entitled to receive notice of, to attend or to
vote at any meeting of the shareholders of Amalco.



6.   Cancellation

     Any Amalco Special Shares that are redeemed by Amalco pursuant to any
provision hereof shall for all purposes be considered to have been redeemed
on, and will be cancelled concurrently with, the payment by Amalco to, or for
the benefit of, the holder thereof of the applicable Redemption Amount.


                                      12
<PAGE>

Amalco Common Shares
--------------------

C.   The Amalco Common Shares shall have attached thereto the following
     rights, privileges, restrictions and conditions:

1.   Voting

     The Amalco Common Shares shall cant' and be entitled to one (1) vote per
share at all meetings of the shareholders of Amalco, except a class or series
meeting of the holders of a particular class or series of shares other than
the Amalco Common Shares.

2.   Dividends

     The holders of the Amalco Common Shares shall be entitled to receive such
dividends as may be declared thereon by the Amalco Board of Directors. No
dividend shall be paid or set apart for payment if such payment would affect
the ability of Amalco to redeem all of the then issued and outstanding Amalco
Redeemable Preferred Shares.

3.   Dissolution

     In the event of the liquidation, dissolution or winding-up of Amalco,
whether voluntary or involuntary, or any other distribution of the assets of
Amalco among its shareholders for the purpose of winding-up its affairs, all
the property and assets of Amalco available for distribution to the holders of
the Amalco Common Shares shall be paid or distributed equally, share for
share, to the holders of the Amalco Common Shares, without preference or
priority.


                                      13
<PAGE>



                                SCHEDULE 2.2(e)

(a)  The name of the corporation continuing from the Magna Amalgamation shall
     be "Magna International Inc.".

(b)  The address of the registered office of Magna International Inc. shall be
     337 Magna Drive, Aurora, Ontario L4G 7K1.

(c)  The number of directors of Magna International Inc. shall be a minimum of
     five (5) and a maximum of fifteen (15).

(d)  The directors of Magna International Inc. immediately following the Magna
     Amalgamation will be those persons who are directors of Magna immediately
     prior to the Effective Time, each of whom will hold office until the next
     annual meeting of shareholders or until his or her successor is elected
     or appointed.

(e)  There shall not be any restrictions on the business Magna International
     Inc. may carry on or on the powers Magna International Inc. may exercise.

(f)  The classes and any maximum number of shares that Magna International
     Inc. shall be authorized to issue shall be as follows:
     99,760,000 Preference Shares, issuable in series.
     1,412,341 Class B Shares.
     Unlimited number of Class A Subordinate Voting Shares.

(g)  The rights, privileges, restrictions and conditions (if any) attaching to
     each class of shares and directors authority with respect to any class of
     shares which may be issued in series shall be as set out on pages 3A to
     3E attached to this schedule.

(h)  The issue, transfer or ownership of shares shall not be restricted.

(i)  See pages 4A to 4E attached to this schedule for other provisions.



                                      14
<PAGE>

                                                                            3A

The rights, privileges, restrictions and conditions attaching to the
99,760,000 Preference Shares issuable in series are as follows:

(1)  The said Preference Shares may at any time or from time to time be issued
     in one (1) or more series, each series to consist of such number of
     shares as may before the issue thereof be determined by the directors and
     subject to the filing of the prescribed statement with the Minister, and
     the issuance of his certificate in respect thereof, the directors of the
     Corporation may (subject as hereinafter provided) by resolution fix from
     time to time before the issue thereof the designation, preferences,
     rights, conditions, restrictions, limitations or prohibitions attaching
     to the said Preference Shares of each series, including without limiting
     the generality of the foregoing, the rate of preferential dividends, the
     dates of payment thereof, the redemption price and terms and conditions
     of redemption, conversion rights (if any) and any sinking fund or other
     provisions.

(2)  Each series of the said Preference Shares shall be entitled to preference
     over the Class A Subordinate Voting Shares and Class B Shares of the
     Corporation, and any other shares ranking junior to the said Preference
     Shares, with respect to priority in payment of dividends and in the
     distribution of assets in the event of the liquidation, dissolution or
     winding-up of the Corporation, whether voluntary or involuntary, or any
     other distribution of the assets of the Corporation, among its
     shareholders for the purpose of winding-up its affairs and may also be
     given such other preferences over the Class A Subordinate Voting Shares
     and Class B Shares of the Corporation and any other shares ranking junior
     to the said Preference Shares as may be determined as to the respective
     series authorized to be issued.

(3)  The said Preference Shares of each series shall rank on a parity with the
     said Preference Shares of every other series with respect to priority in
     payment of dividends and in the distribution of assets in the event of
     the liquidation, dissolution or winding-up of the Corporation whether
     voluntary or invo1untary or any other distribution of the assets of the
     Corporation among its shareholders for the purpose of winding-up its
     affairs.

(4)  The holders of the said Preference Shares shall not be entitled as such
     to receive notice of or to attend any meeting of the shareholders of the
     Corporation, and shall not be entitled to vote at any such meeting. The
     holders of the said Preference Shares shall, however, be entitled to
     notice of meetings of the shareholders called for the purpose of
     authorizing the dissolution of the Corporation or the sale of its
     undertaking or a substantial part thereof.

(5)  Any amendment to the Articles of the Corporation to delete or vary any
     preference, right, condition, restriction, limitation or prohibition
     attaching to the said Preference Shares or to create special shares
     ranking in priority to or on a parity with the said Preference Shares, in
     addition to the authorization by a special resolution, may be


<PAGE>

                                                                             3B

     authorized by at least two-thirds (2/3) of the votes cast at a meeting of
     the holders of the said Preference Shares duly called for that purpose
     upon at least twenty-one (21) days' notice, such meeting to be held and
     such notice to be given in accordance with the by-laws of the Corporation
     and each holder of a said Preference Share shall be entitled to one (1)
     vote at such meeting in respect of each said Preference Share held.

2.   The rights, privileges, restrictions and conditions attaching to the
     1,412,341 Class B Shares are as follows:

     Voting
     ------

     (1)  The Class B Shares shall carry and be entitled to five hundred (500)
          votes per share at all meetings of shareholders of the Corporation.

     Dividends
     ---------

     (2)  Subject to paragraph three (3), each Class B Share shall participate
          equally as to dividends with each Class A Subordinate Voting Share
          without preference, priority, or distinction. No dividend shall at
          any time be declared or set aside or paid on the Class A Subordinate
          Voting Shares unless on the same date a dividend in the same amount
          per share or identical property of equal value per share is declared
          to be payable on the Class B Shares which dividend shall be payable
          on the same date as that declared on the Class A Subordinate Voting
          Shares. The holders of Class B Shares shall not be entitled to any
          dividends other than or in excess of the dividends hereinbefore
          provided for in this paragraph two (2).

     (3)  Notwithstanding paragraph two (2) hereof, the Board of Directors of
          the Corporation may, in declaring simultaneous dividends on both the
          Class A Subordinate Voting Shares and Class B Shares, cause the
          dividend on the Class A Subordinate Voting Shares to be payable in
          Class A Subordinate Voting Shares and the dividend on the Class B
          Shares to be payable in Class B Shares, but no dividend payable in
          Class B Shares may be declared on the Class A Subordinate Voting
          Shares.

     Subdivision or Consolidation
     ----------------------------

     (4)  Neither the Class B Shares nor the Class A Subordinate Voting Shares
          shall be subdivided, consolidated, reclassified, or otherwise changed
          unless contemporaneously therewith the other class of shares is
          subdivided, consolidated, reclassified, or otherwise changed in the
          same proportion and in the same manner.

     Dissolution
     -----------

     (5)  In the event of the liquidation, dissolution or winding-up of the
          Corporation or other distribution of its assets among its
          shareholders for the purpose of winding-up its




<PAGE>

                                                                            3C

          affairs, all the property and assets of the Corporation available
          for distribution to the holders of the Class B Shares or Class A
          Subordinate Voting Shares shall be paid or distributed equally share
          for share to the holders of Class B Shares or Class A Subordinate
          Voting Shares respectively without preference or priority.

     Conversion
     ----------

     (6)  The Class B Shares, or any of them, may, upon and subject to the
          terms and conditions hereinafter set forth, be converted at any time
          by the holder or holders thereof into fully-paid Class A Subordinate
          Voting Shares of the Corporation on the basis of one (1) Class A
          Subordinate Voting Share for each Class B Share; provided however
          that in the event of the liquidation, dissolution or winding-up of
          the Corporation such right of conversion shall cease and expire at
          noon on the business day next preceding the date of such
          liquidation, dissolution or winding-up.

     (7)  A holder of Class B Shares desiring to convert some or all of his
          Class B Shares into Class A Subordinate Voting Shares in accordance
          with the foregoing shall surrender the certificate or certificates
          representing the Class B Shares which he desires to be converted to
          the transfer agent for the time being of the Corporation, together
          with a request in writing for such conversion with his signature
          thereon verified, as the directors of the Corporation may from time
          to time require.

     Amendments to Articles
     ----------------------

     (8)  Any amendment to the Articles of the Corporation to delete or vary
          any preference, right, condition, restriction, limitation or
          prohibition attaching to the Class B Shares or to create shares
          ranking in priority to or on a parity with the Class B Shares, in
          addition to the authorization by a special resolution, may be
          authorized by at least two-thirds (2/3) of the votes cast at a
          meeting of the holders of the Class B Shares, duly called for that
          purpose.

     The rights, privileges, restrictions and conditions attaching to the
     Class A Subordinate Voting Shares are as follows:

     Voting
     ------

     (1)  The Class A Subordinate Voting Shares shall carry and be entitled to
          one (1) vote per share at all meetings of shareholders of the
          Corporation, except of a particular class or series.

     Dividends
     ---------

     (2)  The holders of Class A Subordinate Voting Shares shall be entitled
          to receive such dividends as may be declared thereon by the Board of
          Directors. Subject to



<PAGE>

                                                                            3D

          paragraph three (3), each Class A Subordinate Voting Share shall
          participate equally as to dividends with each Class B Share without
          preference, priority, or distinction. No dividend shall at any time
          be declared or set aside or paid on the Class B Share unless on the
          same date a dividend in the same amount per share or identical
          property of equal value per share is declared to be payable on the
          Class A Subordinate Voting Share which dividend shall be payable on
          the same date as that declared on the Class B Shares. The holders of
          Class A Subordinate Voting Shares shall not be entitled to any
          dividends other than or in excess of the dividends hereinbefore
          provided for in this paragraph two (2).

     (3)  Notwithstanding paragraph two (2) hereof, the Board of Directors of
          the Corporation may, in declaring simultaneous dividends, on both
          the Class A Subordinate Voting Shares and Class B Shares, cause the
          dividend on the Class A Subordinate Voting Shares to be payable in
          Class A Subordinate Voting Shares and the dividend on the Class B
          Shares to be payable in Class A Subordinate Voting Shares or in
          Class B Shares, but no dividend payable in Class B Shares may be
          declared on the Class A Subordinate Voting Shares.

     (4)  Neither the Class A Subordinate Voting Shares nor Class B Shares
          shall be subdivided, consolidated, reclassified, or otherwise
          changed unless contemporaneously therewith the other class of shares
          is subdivided, consolidated, reclassified or otherwise changed in
          the same proportion and in the same manner.

     Dissolution
     -----------

     (5)  In the event of the liquidation, dissolution, or winding-up of the
          Corporation or other distribution of its assets among its
          shareholders for the purpose of winding-up its affairs, all the
          property and assets of the Corporation available for distribution to
          the holders of the Class A Subordinate Voting Shares or Class B
          Shares shall be paid or distributed equally share for share to the
          holders of the Class A Subordinate Voting Shares or Class B Shares
          respectively without preference or priority.

     (6)  If at any time:

          (a)  the amount of After-Tax Profits shall be less than four per
               cent (4%) of the Share Capital for a period of two (2)
               consecutive Years; or

          (b)  the Corporation fails to make a Required Dividend (as the same
               may have been altered by ordinary resolution as contemplated by
               paragraph 10A(5) of these Articles) for a period of two (2)
               Consecutive Years;

     then, and in any such case, the holders of the Class A Subordinate Voting
     Shares shall, until the four per cent (4%) return is achieved for one
     (1) Year and all Required Dividends are made have the exclusive right,
     voting separately as a class, to nominate and elect two (2)



<PAGE>

                                                                            3E

individuals to the board of directors at the next meeting of shareholders of
the Corporation at which directors are to be elected.

     (7)  If the four per cent (4%) return on Share Capital described in
          paragraph (6)(a) above is not achieved or a Required Dividend
          described in subparagraph (6)(b) above fails to be made for any
          consecutive two (2) Year periods following the initial period of two
          (2) Years described in subparagraph (6) above then, in any such
          case, the holders of the Class A Subordinate Voting Shares shall,
          until the four per cent (4%) return is achieved for one (1) Year and
          all Required Dividends (as the same may have been altered by
          ordinary resolution as contemplated by paragraph l0A(5) of these
          Articles) are made, have the exclusive right, voting separately as a
          class, to nonimate and elect, in addition to those elected under
          subparagraph (6), two (2) additional individuals to the board
          of directors at the next meeting of shareholders of the Corporation at
          which directors are to be elected. This right to elect additional
          directors shall continue for each consecutive two (2) Year period
          until the board of directors is composed wholly of directors
          nominated and elected by the Class A Subordinate Voting
          Shareholders.

     (8)  In the event a shareholders meeting at which directors are to be
          elected, including those to be elected for the purposes of
          subparagraphs (6) and (7) above, is not held within one hundred and
          eighty (180) days of the end of the consecutive two (2) Year period
          referred to in subparagraph (6) above, the holders of record of at
          least one-tenth (1/10) of the Class A Subordinate Voting Shares may
          request the Secretary of the Corporation in writing to call a
          shareholders' meeting at which directors are to be elected, and the
          Secretary shall call, within thirty (30) days of receipt of such
          written notice, such a meeting to be held within ninety (90) days of
          receipt of such written notice; in default of the calling of such
          shareholders' meeting by the Secretary within thirty (30) days of
          receipt of written notice, it may be called by any holder of record
          of Class A Subordinate Voting Shares.

     (9)  Notwithstanding anything contained in the by-laws of the
          Corporation, the term of office of all persons who may be directors
          of the Corporation at any time when the right to elect directors
          accrue to holders of the Class A Subordinate Voting Shares as
          provided in subparagraphs (6) and (7) above, or who may be appointed
          as directors after such rights have accrued and before a meeting of
          shareholders has been held to elect directors, shall terminate upon
          the election of new directors at the meeting of shareholders called
          for the purposes of subparagraphs (6) and (7).

     (10) Notwithstanding anything contained in the by-laws of the
          Corporation, upon termination of the right of holders of Class A
          Subordinate Voting Shares to elect members of the board of directors
          as provided for in subparagraphs (6) and (7) above, the term
          of office of all persons who may be directors of the Corporation, or
          who may be appointed as directors after such termination and before
          a meeting of shareholders has been held to elect directors, shall
          terminate upon the election of directors at the next meeting of
          shareholders.


<PAGE>


                                                                            4A


10A  CORPORATE CONSTITUTION

Definitions
-----------

     As used in these Articles, unless the context otherwise requires:


     (a)  "Act" means the Business Corporations Act (Ontario) as amended from
          time to time, or any statute that may be substituted therefor;

     (b)  "Affiliate" means any of the Corporation's affiliates, subsidiaries
          or any body corporate, partnership or other entity over which the
          Corporation or its subsidiaries have a fifty per cent ownership
          interest or greater;

     (c)  "Affiliate Employee Equity Participation and Profit Sharing Plan"
          means a deferred profit sharing plan, retirement plan or other
          arrangement for employees of an Affiliate, adopted in addition to or
          in substitution of the Employee Equity Participation and Profit
          Sharing Plan, which contemplates investment in whole or in part in
          shares of and/or participation in the profits of such Affiliate;

     (d)  "Affiliate Employee Pension Plan" means any defined benefit or other
          pension plan, retirement plan or other arrangement for employees of
          any public company Affiliate of the Corporation that is in addition
          to the Affiliate Employee Equity Participation and Profit Sharing
          Plan of such Affiliate;

     (e)  "After Tax Profits" means the Net income or Net loss of the
          Corporation as set forth in its audited Consolidated Statement of
          Income or Loss for each Year, adjusted to deduct extraordinary gains
          or gains which arise from the disposal by the Corporation of
          existing businesses or fixed assets as set forth in its audited
          Consolidated Statement of Income or Loss;

     (f)  "Available Equity" means the total Shareholders' equity of the
          Corporation as set forth in its Consolidated Balance Sheet, less the
          stated capital of non-participating preference shares outstanding;

     (g)  "Corporate Management" collectively means Executive Management and
          any other individual employed by the Corporation that Executive
          Management determines from time to time to be a member of Corporate
          Management;

     (h)  "Employee Equity Participation and Profit Sharing Plan" means the
          deferred profit sharing plan established for the employees of the
          Corporation and its Affiliates, dated January 1, 1975, as amended
          from time to time, or any profit sharing plan, retirement plan or
          other arrangement for employees of the Corporation and/or its
          Affiliates, adopted in addition to or in substitution for the 1975
          deferred profit sharing plan, which contemplates investment in whole
          or in part in shares of and/or participation in the profits of the
          Corporation;

     (i)  "Employee Pension Plan" means the defined benefit pension plan
          established for the employees of the Corporation and its Affiliates
          effective January 1, 2001, as amended from time to time, or any
          pension plan, retirement plan or other arrangement for employees of
          the Corporation and/or its Affiliates that is in addition to the
          Employee Equity Participation and Profit Sharing Plan, excluding for
          greater certainty any Affiliate Employee Equity Participation and
          Profit Sharing Plan or any Affiliate Employee Pension Plan;

     (j)  "Employee Pre-Tax Profits" means Pre-Tax Profits adjusted, to (i)
          either deduct the pre-tax profits or to add back the Pre-tax losses
          of any Affiliate which either participates in an


<PAGE>


                                                                            4B

          Affiliate Employee Equity Participation and Profit Sharing Plan or
          does not participate in the Employee Equity Participation and Profit
          Sharing Plan, such amounts to be calculated in the manner provided
          for in paragraph 10A hereof to the extent such amounts were included
          in Pre-Tax Profits; and (ii) either deduct the equity income or to
          add back the equity loss of the Corporation as set forth in its
          audited Consolidated Statement of Income or Loss to the extent such
          amounts were not previously included or deducted, as applicable,
          pursuant to sub-paragraph (i) above;

     (k)  "Employee Pre Tax Profits Before Profit Sharing" means an amount
          which is the lesser of: (i) the total of Employee Pre Tax Profits and
          those amounts actually deducted in calculating Employee Pre Tax
          Profits pursuant to paragraphs 10A(6)(c) and (d) of these Articles
          (other than any such amounts deducted in respect of the Excess
          Amount as such term is defined in subparagraph 10A(6)(c) of these
          Articles), adjusted either to add back that portion of the pre-tax
          profits or to deduct that portion of the pretax losses of Affiliates
          that participate in the Employee Equity Participation and Profit
          Sharing Plan to the extent such amounts were not included in
          Employee Pre-Tax Profits; and (ii) Pre Tax Profits Before Profit
          Sharing less the pre-tax profits before profit sharing of any
          Affiliate which participates in an Affiliate Employee Equity
          Participation and Profit Sharing Plan to the extent such amounts
          were included in Pre Tax Profits Before Profit Sharing;

     (l)  "Executive Management" collectively means the chief executive
          officer, the chief operating officer, the chief marketing officer
          and the chief administrative officer of the Corporation;

     (m)  "Group Management" collectively means the chief executive officer,
          the chief operating officer of a Group, and any other individual
          employed by such Group that Executive Management determines from
          time to time to be a member of Group Management;

     (n)  "Group" means those Operating Units which are formed into an
          operating group from time to time by Executive Management;

     (o)  "Investment" means direct or indirect investment of whatever kind,
          including without limitation, the giving of financial assistance by
          means of a loan (but not including loans made at the then current
          market interest rates which are not in default), guarantee or
          otherwise;

     (p)  "Non Participating Employees" means those current or future
          employees of the Corporation or its Affiliates who (a) do not
          participate in an Affiliate Employee Equity Participation and Profit
          Sharing Plan and are not members of Corporate Management, Group
          Management or Unit Management, and (b) are eligible to participate
          in the Employee Pension Plan and have expressly elected not to
          participate in such plan;

     (q)  "Operating Unit" means an autonomous production, research or service
          facility under the control and direction of a general manager, as
          determined from time to time by Executive Management;

     (r)  "Participating Employees" means those current or future employees of
          the Corporation or its Affiliates who (a) do not participate in an
          Affiliate Employee Equity Participation and Profit Sharing Plan and
          are not members of Corporate Management, Group Management or Unit
          Management and (b) either are (i) current or future employees
          eligible to participate in the Employee Pension Plan who have
          expressly elected to participate in such plan or (ii) future
          employees of the Corporation or its Affiliates who automatically are
          participants in the Employee Pension Plan by virtue of their
          employment arrangements with the Corporation or its Affiliates;


<PAGE>


                                                                            4C

     (s)  "Pre-Tax Profits" means After-Tax Profits, adjusted to add back the
          provisions for income taxes and minority interests or to deduct the
          recoveries for income taxes and minority interests as set forth in
          the Corporation's audited Consolidated Statement of Income or Loss
          for such Year;

     (t)  "Pre Tax Profits Before Profit Sharing" means an amount which is the
          total of Pre Tax Profits, those amounts actually deducted in
          calculating Pre Tax ProttLs pursuant to paragraphs 10.A(6)(c) and (d)
          of these Articles (other than any such amounts deducted in respect
          of the Excess Amount as such term is defined in subparagraph
          10.A(6)(c) of these Articles) and those amounts attributable to an
          Affiliate Employee Equity Participation Plan and an Affiliate
          Employee Pension Plan actually deducted by an Affiliate in
          calculating the pre-tax profits of such Affiliate;

     (u)  "Required Dividend" means the distribution of After-Tax Profits
          required to be made pursuant to paragraph 10A(5) of these Articles;

     (v)  "Share Capital" with respect to any Year means the arithmetic
          average of the stated capital attributable to Class A Subordinate
          Voting Shares and Class B Shares of the Corporation at the
          commencement of such Year and at the end of such Year;

     (w)  "Social Objectives" means objectives that are from time to time, in
          the sole opinion of Executive Management, of a political, patriotic,
          philanthropic, charitable, educational, scientific, artistic,
          social, or other useful nature to the communities in which the
          Corporation or its Affiliates operate;

     (x)  "Unit Management" collectively means the general manager of an
          Operating Unit and any other individual employed by an Operating
          Unit that Group Management, with the approval of Executive
          Management, determines from time to time to be a member of Unit
          Management;

     (y)  "Unrelated Business" means any business engaged in by the
          Corporation that, at the time of Investment, does not:

          (A)  relate to the design, manufacture, distribution or sale of
               motor vehicles or motor vehicle parts, components, assemblies,
               systems or accessories; or

          (B)  utilize technology, manufacturing processes, equipment or
               skilled personnel in manner similar to that utilized by or
               under development by the Corporation; or

          (C)  involve the provision of products or services of whatever kind
               (i) to suppliers to and customers of the Corporation, and (ii)
               similar to those provided by suppliers to and customers of the
               Corporation from time to time.

          Provided, however, that a business shall be deemed to cease to be an
          Unrelated Business if the net profits after tax of such business
          exceed on average 5% of the aggregate investment of the Corporation
          in such business for two (2) out of any three (3) consecutive Years
          subsequent to the date of such Investment; and

     (z)  "Year means the financial year of the Corporation from time to time.

     Except as expressly defined in this subparagraph, those words and
     expressions defined in the Act shall have the same meanings when used in
     these Articles.


<PAGE>


                                                                            4D
Board of Directors
------------------

2.   A majority of the directors of the Corporation shall be Individuals who
     are not officers or employees of the Corporation or any of its Affiliates
     or related persons to such officers or employees.

Share Capital
-------------

3.   No resolution of the Corporation purporting to:

     (a)  increase the maximum number of authorized shares of any Class of
          shares of the Corporation; or

     (b)  create a new class or series of shares having voting rights of
          whatever kind (other than on default of payment of dividends) or
          having rights to participate in the profits of the Corporation in
          whatever manner (other than a class or series convertible into
          existing classes of shares or a class or series having a fixed
          dividend or a dividend determined without regard to profits);

     shall be effective unless, in addition to any other approval required by
     the Act, such resolution is approved by ordinary resolution of the
     holders of each of the Class A Subordinate Voting Shares and Class B
     Shares voting separately as a class.

Investment Policy
-----------------

4.   Unless specifically approved by ordinary resolution of the holders of
     each of the Class A Subordinate Voting Shares and Class B Shares voting
     separately as a class, the Corporation shall not make an investment in an
     Unrelated Business where such investment together with the aggregate of
     all other investments in Unrelated Businesses on the date thereof exceeds
     twenty per cent (20%) of the Available Equity of the Corporation at the
     end of the fiscal quarter immediately preceding the date of the
     investment.

Dividend Policy
---------------

5.   Unless otherwise approved by ordinary resolution of the holders of each
     of the Class A Subordinate Voting Shares and Class B Shares voting
     separately as a class, the holders of the Class A Subordinate Voting
     Shares and Class B Shares shall be entitled to receive and the
     Corporation shall pay thereon as and when declared by the board of
     directors out of the moneys of the Corporation property applicable to the
     payment of dividends, non-cumulative dividends in respect of each Year so
     that the aggregate of the dividends paid or payable in respect of such
     Year by the Corporation:

     (a)  is equal to at least ten per cent (10%) of its After-Tax Profits
          after providing for dividends on its preference shares, for the Year;
          and

     (b)  is, on average, equal to at least twenty per cent (20%) of its After-
          Tax Profits after providing for dividends on its preference shares
          for the Year and the two (2) immediately preceding Years.


<PAGE>

                                                                            4E

Distribution Policy
-------------------

6.   Unless otherwise approved by ordinary resolution of the holders of each
     of the Class A Subordinate Voting Shares and Class B Shares voting
     separately as a class, the Corporation shall be required to make
     distributions in accordance with the following provisions:

     (a)  A minimum of seven per cent (7%) of Pre-Tax Profit of the Corporation
          for any Year shall be allocated to research and development, during
          the Year or the Year immediately following such Year;

     (b)  A maximum of two per cent (2%) of Pre-Tax Profit is of the Corporation
          for any Year shall be allocated bythe Corporation or its Affillates to
          the promotion of Social Objectives, during the Year of the Year
          Immediately following such Year;

     (c)  Ten per cent (10%) of Employee Pre Tax Profits Before Profit Sharing
          of the Corporation for any Year shall be allocated, distributed or
          deducted during the Year immediately following such Year as follows:
          (1) firstly, to the Employee Equity Participation and Profit Sharing
          Plan or to Participating Employees and Non Participating Employees
          directly in accordance with their respective entitlements pursuant to
          such plan or arrangement; and (ii) secondly in respect of the
          Corporation's obligations under the Employee Pension Plan.
          Notwithstanding the foregoing, the Corporation may allocate,
          distribute or deduct a greater amount than the amount referred above
          (such greater amount is defined as the "Excess Amount") to the extent
          that the amount available under sub-paragraph (ii), after taking into
          account the allocation and distribution under subparagraph (i)
          above, is not sufficient to satisfy the Corporation's obligations in
          respect of the Employee Pension Plan pursuant to the terms of the
          Employee Pension Plan or under applicable law;

     (d)  The aggregate incentive bonuses paid or payable to Corporate
          Management in respect of each Year of the Corporation shall not
          exceed six per cent (6%) of the Pre-Tax Profits Before Profit
          Sharing of the Corporation for such Year and base salaries shall be
          comparable to those in industry generally. Provided, however, that
          Executive Management shall have the right to allocate the amount to
          be paid to individuals within Corporate Management as well as to
          determine the timing and manner (whether by shares or cash or
          otherwise) of payment.

<PAGE>


                                  EXHIBIT "B"


                                      Commercial List Court File No. 05-CL-5713



                                    ONTARIO
                           SUPERIOR COURT OF JUSTICE

                                COMMERCIAL LIST

THE HONOURABLE                         WEDNESDAY, THE 2nd
MR. JUSTICE FARLEY                  )  DAY OF MARCH, 2005
                                    )


             IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE
             BUSINESS CORPORATIONS ACT, R.S.O. 1990, c.B.16, AS AMENDED


             AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT
             OF DECOMA INTERNATIONAL INC.

                           DECOMA INTERNATIONAL INC.


                                                                     Applicant


                                  FINAL ORDER

     THIS APPLICATION, made by the Applicant Decoma International Inc.
("Decoma") for a final order pursuant to s. 182 of the Business Corporations
Act (Ontario), R.S.O. 1990, c. B.16, as amended (the "OBCA") approving a
proposed arrangement involving Decoma and certain of its security holders (the
"Arrangement") in accordance with the terms and conditions set out in, the
plan of arrangement, was heard this day at 393 University Avenue, Toronto,
Ontario.

     ON READING the Notice of Application issued January 18, 2005, the Interim
Order of the Honourable Mr. Justice Farley dated January 24, 2005, the
Affidavit of R. David Benson sworn January 21, 2005 and the exhibits attached
thereto, the Supplementary Affidavit of R. David Benson sworn February 28,
2005 and the exhibits attached thereto, and the Affidavit of Carmen La Cavera
sworn February 4, 2005 and the exhibits thereto, and on hearing the
submissions of counsel for the Applicant and counsel for the Respondent Magna
International Inc.;

     AND UPON CONSIDERING whether the Arrangement is fair and reasonable to
parties affected,

<PAGE>


1. THIS COURT ORDERS that the Arrangement as set out in the plan of arangement
attached as Exhibit C of the Management Information Circular/Proxy Statement,
attached as Exhibit "A" to the Affidavit of Carmen La Cavera, is fair and
reasonable to the parties affected and is hereby approved in accordance with
the terms and conditions set out in the plan of arrangement, pursuant to s.
182 of the OBCA

2. THIS COURT ORDERS that Decoma shall be entitled at any time to move to vary
this final order, to seek the advice and directions of this Court as to the
implementation of this final order and to apply for such further order or
orders as may be appropriate.





                                        ---------------------------------
                                             JOSEPH P. VAN TASSEL






<TABLE>
<CAPTION>
<S>                                  <C>                                <C>

THIS IS TO CERTIFY THAT              LA PRESENT ATTEST OUE CE           ENTERED AT /INSCRITA TORONTO
THIS DOCUMENT, EACH PAGE OF          DOCUMENT. DONT CHACUNE             ON / BOOK NO:
WHICH IS STAMPED WITH THE            DES PAGES EST REVETUE DU           ___ / DANS LE REGISTRE NO.
SEAL OF THE SUPERIOR                 SCEAU DE LA COUR SUPERIEURE                           MAR 02 2005
COURT OF JUSTICE AT TORONTO.         DE JUSTICE A TORONTO, EST
IS A TRUE COPY OF THE DOCUMENT       UNE COPIE, CONFORME DU DOCUMENT
ON FILE IN THIS OFFICE               CONSERVE DANS CE BUREAU

DATED AT TORONTO THIS _____2 DAY OF MARCH 2005
FAIT A TORONTO LE        JOUR DE


_____________________________________________
REGISTRAR                       GREFFIER

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE
BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED                             Court File No: 05-CL-5713

AND IN THE. MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF
DECOMIA INTERNATIONAL INC.

------------------------------------------------------------------------------------------------------------------------

                                                                                   <S>            <C>
                                                                                                 ONTARIO
                                                                                        SUPERIOR COURT OF JUSTICE

                                                                                     Proceeding commenced at Toronto


                                                                                ----------------------------------------

                                                                                              FINAL ORDER

                                                                                -----------------------------------------


                                                                                   Torys LLP
                                                                                   Suite 3000
                                                                                   79 Wellington St. W.
                                                                                   Box 270, TD Centre
                                                                                   Toronto, Ontario
                                                                                   M5K 1N2 Canada

                                                                                   Linda M. Plumpton  LSUC#:38400A
                                                                                   Tel:  416.865.8193

                                                                                   Andrew Gray LSUC#: 46626V
                                                                                   Tel: 416.865.7630
                                                                                   Fax: 416.865.7380

                                                                                   Solicitors for the Applicant
                                                                                   Decoma International Inc.
</TABLE>


<PAGE>

                              BY-LAW NO. 1B-92

             A by-law relating generally to the transaction of the
               business and affairs of Magna International Inc.
                              (the "Corporation")


                                   CONTENTS


Section
-------

1         Business of the Corporation
2         Directors
3         Delegation by the Board of Directors
4         Officers
5         Protection of Directors, Officers and Others
6         Shares
7         Meetings of Shareholders
8         Dividends and Rights
9         Notices
10        Repeal and Effective Date
11        General


BE IT ENACTED as a by-law of the Corporation as follows:

                                  Section 1

                          BUSINESS OF THE CORPORATION

1.1  Financial Year. Until changed by resolution of the board, the financial
     year of the Corporation shall end on July 31 in each year.   (see Note 1)

1.2  Execution of Contracts, etc. Contracts, documents and other instruments
     in writing requiring execution by the Corporation may be signed by any
     two directors or officers, one of whom holds the office of chairman,
     vice-chairman, president, executive vice-president, senior
     vice-president, vice-president, treasurer, assistant treasurer,
     controller or secretary, and all contracts, documents or other
     instruments in writing so signed shall be binding upon the Corporation
     without any further authorization or formality. For greater certainty,
     the corporate seal of the Corporation may but need not be affixed to such
     items. Any individual who is a director or who holds one of the offices
     named above may sign certificates and similar instruments (other than
     share certificates) on the Corporation's behalf with respect to any
     factual matters relating to the Corporation's business and affairs.
     Notwithstanding this provision, 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.

1.3  Registered Ofice. The registered office of the Corporation shall be
     situated in the municipality or geographical township within Ontario
     specified in the articles or in a special resolution and, until changed
     by resolution of the board, shall be situated at 36 Apple Creek
     Boulevard, Markham, Ontario.

1.4  Corporate Seal. Until changed by the board,
     the corporate seal of the Corporation shall              "corporate seal"
     be in the form impressed hereon.


1.5  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 and under such agreements, instructions
     and delegations of powers as the board, or the chairman, president, chief
     financial officer or any executive vice-president and one other officer,
     may from time to time prescribe. For greater certainty, the chairman,
     president, chief financial officer or any executive vice-president and
     one other officer shall have the authority to appoint bankers, authorize
     facsimile signatures on cheques, authorize signing officers to sign,
     endorse or deposit cheques, bills of exchange and similar



<PAGE>


                                      -2-
documents, and attend to any other matters related to the Corporation's
dealings with its bankers. (see Note 2)

1.6  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
     instruments shall be in favour of such persons as may be determined by
     the officers executing or arranging for the same. 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.


                                   Section 2
                                   DIRECTORS

2.1  Calling of Meetings. The chairman, the president, a quorum of the
     directors, or the secretary on the direction of any of the foregoing, may
     at any time call a meeting of the board at such time and place as they
     may determine.

2.2  Place of Meetings. Meetings of the board and of any committee of the
     board may be held at any place within or outside Ontario. In any
     financial year, a majority of the meetings of the board need not be held
     at a place within Canada.

2.3  Notice of Meetings. Notice of a meeting of the board shall be sent to
     each director not less than forty-eight hours before the time of the
     meeting provided that (i) no notice is required for the first meeting of
     the board held immediately after the shareholders' meeting at which the
     directors were elected and (ii) meetings of the board may be held at any
     time without notice if all the directors are present or if all the absent
     directors have waived notice.

2.4  Quorum for Meetings. A majority of the number of directors, one of whom
     is not an officer or employee of the Corporation or any of its
     affiliates, shall constitute a quorum for the transaction of business at
     any meeting of the board.

2.5  Chairman of Meetings. The chairman of any meeting of the board shall be
     the chairman of the Corporation if he or she is present. If the chairman
     of the Corporation is not present, the directors present shall choose one
     of their number to be chairman of the meeting.

2.6  Voting. Questions arising at any meeting of the board shall be decided by
     a majority of the votes cast. In case of an equality of votes, the
     chairman of the meeting shall be entitled to a second or casting vote in
     addition to his original vote.

2.7  Remuneration and Expenses. Until changed by, or pursuant to a delegation
     of authority from the board, the directors, other than full time
     employees, shall be paid as remuneration for their services $10,000 per
     annum and, in addition, $1,000 for each meeting of the board or of a
     committee of the board which they attend. 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.                                                    (see Note 3)


                                   Section 3
                     DELEGATION BY THE BOARD OF DIRECTORS


3.1  Committees of the Board. Unless otherwise determined by the board, each
     committee of the board shall have the power to fix its quorum at not less
     than a majority of its members, to elect its chairman and to regulate its
     procedure. Where the composition of the committee requires a minimum
     number of persons who are neither officers nor employees, a quorum shall
     require the presence of such minimum number.



<PAGE>


                                     - 3-

                                   Section 4

                                   OFFICERS


4.1  Appointment of Oficers. The board shall annually, or as often as may be
     required, designate such offices of the Corporation and appoint such
     officers as the board may consider advisable. None of such officers,
     other than the chairman, need be a director of the Corporation.

4.2  Duties of Oficers. The officers shall perform such duties as may be
     specified from time to time by, or pursuant to a delegation of authority
     from the board.

4.3  Term of Ofice. Every officer shall hold office during the pleasure of the
     board and shall be subject to removal from office by the board at any
     time, with or without cause.


                                   Section 5

                 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS


5.1  Limitation of Liability. No director, officer or employee shall be liable
     for the acts, receipts, neglects or defaults of any other director,
     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 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 in judgment or oversight on his part, or for
     any other loss, damage or misfortune whatever which shall happen in the
     execution of the duties of his office or employment or in relation
     thereto, unless the same are occasioned by his own negligence or wilful
     default; provided that nothing herein shall relieve any director, officer
     or employee from the duty to act in accordance with the Act or from
     liability for any breach thereof.

5.2  Indemnification. The Corporation shall indemnify a director, officer,
     former director, former officer or a person who acts or acted at the
     Corporation's request as a director or officer or other similar executive
     for another body corporate or other organization of which the Corporation
     is or was a shareholder (or other type of equity-holder) or creditor, and
     such person's heirs and legal representatives, against all costs, charges
     and expenses, including an amount paid to settle an action or satisfy a
     judgment, reasonably incurred by him in respect of any civil, criminal or
     administrative action or proceeding to which he is made a party by reason
     of being or having been a director, officer or other similar executive of
     such body corporate or other organization, to the full extent permitted
     by law. The Corporation is authorized to enter into agreements evidencing
     its indemnity in favour of the foregoing persons to the full extent
     permitted by law and may purchase and maintain insurance against the risk
     of its liability to indemnify pursuant to this provision.


                                   Section 6

                                    SHARES

6.1  Share Certificates. Unless the board otherwise determines, certificates
     representing shares 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.

6.2  Joint Shareholders. Where two or more persons are registered as joint
     holders of any share, any one of the registered holders 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.

6.3  Options. 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 time and to such persons and for


<PAGE>


                                      -4-
such consideration as the board shall determine, provided that no share shall
be issued until it is fully paid as prescribed by the Act.


                                   Section 7

                           MEETINGS OF SHAREHOLDERS


7.1  Annual Meetings. The annual meeting of shareholders shall be held at such
     time in each year and at such place as the board or, failing it, the
     chairman or, failing him, the secretary 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.

7.2  Special Meetings. Either the board or the chairman may at any time call a
     special meeting of shareholders to be held at such time and at such place
     as they may determine.

7.3  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 and who is present at the meeting:
     chairman, vice-chairman, president, an executive vice-president, or a
     vice-president who is a shareholder. If no such officer is present within
     fifteen 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 present, the secretary of the Corporation shall be secretary
     of the meeting. If the secretary is absent, the chairman of the meeting
     shall appoint another 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
     of the meeting.

7.4  Persons Entitled to be Present. The only persons entitled to be present
     at a meeting of the shareholders shall be those entitled to vote thereat,
     the directors, the auditor 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 be present at the meeting. Other persons may be permitted
     to attend on the invitation of the chairman of the meeting or with the
     consent of the meeting.

7.5  Quorum. A quorum for the transaction of business at any meeting of
     shareholders shall be two persons present in person, each being a
     shareholder entitled to vote thereat or a duly appointed proxy for an
     absent shareholder so entitled.

7.6  Time Limit for Deposit of Proxies. A proxy shall be acted on only if,
     prior to the time (if any) specified in the notice calling a meeting of
     shareholders, 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, it has been received by the secretary of the Corporation
     or by the chairman of the meeting prior to the time of voting.

7.7  Casting Vote. In case of an equality of votes at any meeting of
     shareholders either upon a show of hands or upon a ballot, the chairman
     of the meeting shall be entitled to a second or casting vote in addition
     to the vote or votes to which he may be entitled as a shareholder or
     proxy nominee.

7.8  Show of Hands. Where a question at a meeting of shareholders is decided
     by a show of hands, every person who is present and entitled to vote
     shall have one vote.

7.9  Ballots. Where a ballot is required or demanded to decide any question at
     a meeting of shareholders, the ballot shall be taken in such manner as
     the chairman of the meeting shall direct. A requirement or demand for a
     ballot may be withdrawn at any time prior to the taking of the ballot.
     The result of a ballot shall be the decision of the shareholders upon the
     said question.

7.10 Shareholder Proposals. Any shareholder who has submitted a proposal to
     the Corporation relating to action which he desires to be taken at the
     next shareholders' meeting, of which the Corporation has given notice to
     shareholders, may discuss his proposal at the meeting to which it
     relates. Whenever the Corporation has not given notice of the proposal
     upon one or more of the grounds for refusal set forth in the Act, the
     shareholder does not have the right to discuss his proposal and, if he
     attempts to do so, the chairman of the meeting may rule him out of order.


<PAGE>


                                      -5-
                                   Section 8

                             DIVIDENDS AND RIGHTS


8.1  Dividend Payments. A dividend payable in cash shall be paid by cheque
     drawn on an account with any of the Corporation's bankers 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 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.

8.2  Non-receipt of Dividend 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 secretary may from time to
     time prescribe.

8.3  Unclaimed Dividends. Any dividend unclaimed after a period of six years
     from the date on which the same has been declared to be payable shall be
     forfeited and shall revert to the Corporation.


                                   Section 9

                                    NOTICES

9.1  Method of Giving Notice. Any notice (which term includes any
     communication or document) to be given (which term includes sent,
     delivered or served) pursuant to the Act, the articles, the by-laws or
     otherwise to a shareholder, director, officer, auditor or member of a
     committee of the board shall, subject to the provisions of the Act, be
     sufficiently given if delivered personally to the person to whom it is to
     be given or if delivered to his recorded address or if mailed to him at
     his recorded address by prepaid ordinary or air mail or if sent to him at
     his recorded address by any means of prepaid transmitted or recorded
     communication. 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 and shall be deemed to have been
     received on the fifth day after so depositing; and a notice so sent by
     any means of transmitted or recorded communication shall be deemed to
     have been given when dispatched or delivered to the appropriate
     communication company or agency or its representative for dispatch. 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 him to be reliable.
     The recorded address of a director shall be his latest address as shown
     in the records of the Corporation or in the most recent notice filed
     under the Corporations Information Act, whichever is the more current. In
     its discretion, the Corporation may cause any notice to be published on
     three occasions in one or more Canadian newspapers published in each city
     in which there are at least fifty shareholders. Such newspaper notices
     need not reproduce the material which accompanies the notice if the
     newspaper notice includes information as to places where shareholders may
     attend to collect such accompanying material.

9.2  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.

9.3  Computation of Time. In computing the date when notice must be given
     under any provision of this by-law requiring a specified number of days
     notice of any meeting or other event, the date of giving the notice and
     the last day of the notice period shall be excluded and, if the last day
     of the notice period is a Sunday or a holiday, the notice period shall
     terminate on the next day following that is not a Sunday or a holiday.

9.4  Undelivered Notices. If any notice given to a shareholder pursuant to
     this by-law is returned on three consecutive occasions because he cannot
     be found, the Corporation shall not be required to give any further
     notices to such shareholder until he informs the Corporation in writing
     of his new address.


<PAGE>


                                      -6-
9.5  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.

9.6  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 he derives his title to such share prior to his
     name and address being entered on the securities register (whether such
     notice was given before or after the happening of the event upon which he
     became so entitled) and prior to his furnishing to the Corporation the
     proof of authority or evidence of his entitlement prescribed by the Act.

9.7  Waiver of Notice. Where a notice or document is required by the Act, the
     articles, the by-laws or otherwise, the notice may be waived or the time
     for the sending of the notice or document may be waived or abridged at
     any time with the consent in writing of the person entitled thereto.


                                  Section 10

                           REPEAL AND EFFECTIVE DATE

10.1 Repeal. Upon the enactment of this by-law by the board, By-law No. 1A-83
     of the Corporation is repealed provided that such repeal shall not affect
     the previous operation of such by-law or affect the validity of any act
     done or right, privilege, obligation or liability acquired or incurred
     under the validity of any contract or agreement made pursuant to such
     by-law prior to its repeal. All officers and persons acting under such
     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
     board with continuing effect passed under such repealed by-law shall
     continue good and valid except to the extent inconsistent with this
     by-law and until amended or repealed.

10.2 Efective Date. This by-law shall become effective immediately upon its
     enactment by the board, but is subject to confirmation or rejection at
     the next meeting of shareholders.


                                  Section 11

                                    GENERAL

11.1 Corporate Terms. In this by-law and all other by-laws of the Corporation,
     unless the context requires otherwise, the terms "articles", "auditors",
     "board", "chairman", "chief financial officer", "directors", "employees",
     "executive vice-presidents", "officers", "president", "secretary",
     "shareholders", "special resolutions", "vice-chairman" and
     "vice-presidents" mean, respectively, the articles, auditors, board of
     directors, chairman of the board, chief financial officer, directors,
     employees, executive vice-presidents, officers, president, secretary,
     shareholders, special resolutions, vice-chairman and vice-presidents (if
     any, in certain cases) of the Corporation at the relevant time.

11.2 Business Corporations Act. In this by-law, "Act" means the Business
     Corporations Act (Ontario) and the regulations thereto, as such may be
     amended or substituted from time to time. Unless otherwise defined in
     this by-law or the context requires otherwise, words and expressions
     defined in the Act shall have the same meanings when used herein.

11.3 Number of Directors. In this by-law, the term "number of directors" means
     the number of directors provided for in the articles or, whenever a
     minimum and maximum number of directors is provided for in the articles,
     the number of directors shall be such number as may be determined from
     time to time by special resolution or, if the special resolution empowers
     the directors to determine the number, such number as may be determined
     by resolution of the directors.

11.4 Interpretation. In this by-law, words importing the singular include the
     plural and vice versa; words importing any gender include any other
     gender; and words importing persons include individuals, bodies
     corporate, partnerships, trusts and unincorporated organizations.


<PAGE>


                                     - 7-


11.5 Invalidity. The invalidity or unenforceability of any provision of this
     by-law shall not affect the validity or enforceability of the remaining
     provisions of this by-law.

     ENACTED the 11th day of August, 1992.




     "Frank Stronach"                            "Gary M. Cohn"
----------------------------            -------------------------------
        Chairman                                    Secretary





At a Special Meeting of Shareholders held on September 17, 1992, the
shareholders of the Corporation confirmed By-law No. 1B-92 as a by-law of the
Corporation.



<PAGE>

                           Notes to By-law No. 1B-92
                                (the "By-law")

                           MAGNA INTERNATIONAL INC.
                           ------------------------
                              (the "Corporation")


Note 1

On September 21, 1998, the board of directors of the Corporation passed a
resolution changing the financial year end from July 31 to December 31 which
became effective for the financial period August 1, 1998 to December 31, 1998.




Note 2

On October 22, 1997, the board of directors of the Corporation passed a
resolution changing the municipality in which its registered office was
located from 36 Apple Creek Boulevard, Markham, Ontario L3R 4Y4 in the Town of
Markham to 337 Magna Drive, Aurora, Ontario L4G 7K1 in the Town of Aurora and
authorized the filing of Articles of Amendment confirming same which Articles
were filed on December 17, 1997.



Note 3

The board of directors of the Corporation passed resolutions on the following
dates, amending the remuneration paid to directors, namely: December 6, 1995,
May 11, 1998, January 28, 2000, May 8, 2002 and January 13, 2004.




</TEXT>
</DOCUMENT>
