Exhibit 1.1  [translation]Consumer and
  ConsommationCorporate
  Affairs Canada
  et
  Corporations CanadaFORM 9
  FORMULAIRE 9Canada
  Business
  Loi sur les
  sociétés
  ARTICLES OF AMALGAMATION
  STATUTS DE FUSIONCorporations
  Act
  commerciales
  canadiennes
  (SECTION 185)
  (ARTICLE 185)  1 -Name of Amalgamated
  Corporation
  
  Dénomination de la société
  issue de la fusionIMPRIMERIES QUEBECOR INC.  QUEBECOR PRINTING
  INC.2 -The place within
  Canada where the registered office is to be situated
  
  Lieu au Canada où doit être
  situé le siège socialTERRITORY OF THE MONTREAL URBAN COMMUNITY,
  PROVINCE OF QUEBEC3 -The classes and any
  maximum number of shares that the Corporation is authorized to issue
  
  Catégories et tout nombre
  maximal dactions que la société est autorisée à émettreSchedule 3.1 forms an integral part of this
  form.4 -Restrictions, if any,
  on share transfers
  
  Restrictions sur le
  transfert des actions, sil y a lieuNo share of the Corporation may be transferred
  without the consent of (i) the directors given in the form of a
  resolution that they have adopted or signed and entered into the
  Corporations records or (ii) holders of the majority of outstanding
  voting shares of the Corporation.5 -Number (or minimum
  and maximum number) of directors
  
  Nombre (ou nombre minimal et
  maximal) dadministrateursMINIMUM 1 - 
  MAXIMUM 10, the number to be determined by the directors from time to
  time.6 -Restrictions, if any,
  on business the corporation may carry on
  
  Limites imposées quant aux
  activités que la société peut exploiter, sil y a lieuNONE7 -Other provisions, if
  any
  
  Autres dispositions, sil y
  a lieuSchedule 7.1 forms an integral part of this form.8 -The amalgamation has
  been approved by special resolutions of shareholders of each of the
  amalgamating corporations listed in item 10 below in accordance with
  Section 183 of the Canada Business Corporations Act
  x
  La
  convention de fusion a été approuvée par résolutions spéciales des
  actionnaires de chacune des sociétés fusionnantes énumérées à la rubrique 10
  ci-dessous, en conformité de larticle 183 de la Loi sur les sociétés
  commerciales canadiennesThe amalgamation has been
  approved by a resolution of the directors of each of the amalgamating
  corporations listed in item 10 below in accordance with Section 184 of
  the Canada Business Corporations Act. These articles of amalgamation are the
  same as the articles of incorporation of (name the designated
  amalgamating corporation).
  o
  La
  fusion a été approuvée par résolution des administrateurs de chacune des
  sociétés fusionnantes énumérées à la rubrique 10 ci-dessous en conformité de
  larticle 184 de la Loi sur les sociétés commerciales canadiennes. Les
  présents statuts de fusion sont les mêmes que les statuts constitutifs de (nommer la société fusionnante désignée).9 -Name of the
  amalgamating corporation the by-laws of which are to be the by-laws of the
  amalgamated corporation
  
  Dénomination
  de la société fusionnaire dont les règlements doivent être les règlements de
  la société issue de la fusion  QUEBECOR PRINTING INC.  10-
  Name of the amalgamating corporations
  Dénomination des sociétés fusionnantes
  
  Corporation No.
  N°de la société
  
  Signature
  
  Date
  
  Description of Office
  Description du poste(Voir
  Annexe A  see Schedule A)  FOR DEPARTMENTAL USE ONLY
 À LUSAGE DU MINISTÈRE SEULEMENT  Corporation
  No  N° de la société256168-9
  Filed  Déposée Jan 9 - 1990  IC3190 (2003/06)


Annexe A Schedule A  Name of Amalgamating Corporations
  Démonimation des sociétés fusionnantes
  
  Corporation No.
  N° de la société
  
  Signature
  
  Date
  
  Description of Office
  Description du posteIMPRIMERIES QUEBECOR INC. 
  QUEBECOR PRINTING INC.
  
  244512-3
  
  (signed)
  
  28-12-1989
  
  Chairman of the Board and
  Chief Executive OfficerGROUPE DIMPRIMERIES
  QUEBECOR INC. QUEBECOR PRINTING GROUP INC.
  
  242322-7
  
  (signed)
  
  28-12-1989
  
  PresidentIMPRIMERIES QUEBECOR (CANADA)
  INC. QUEBECOR PRINTING (CANADA) INC.
  
  238644-5
  
  (signed)
  
  28-12-1989
  
  President166599 CANADA INC.
  
  244511-5
  
  (signed)
  
  28-12-1989
  
  PresidentIMPRIMERIE RONALDS
  ATLANTIQUE LIMITÉE RONALDS PRINTING ATLANTIC LTD.
  
  58597-1
  
  (signed)
  
  28-12-1989
  
  President148461 CANADA INC.
  
  201528-0
  
  (signed)
  
  28-12-1989
  
  President


SCHEDULE 3.1  to the Articles of Amalgamation of  IMPRIMERIE QUEBECOR INC.
QUEBECOR PRINTING INC.  The Corporation is
authorized to issue an unlimited number of common shares and an unlimited
number of preferred shares, which carry the following rights, privileges,
restrictions and conditions.  1.DIVIDENDS.  1.1The registered holders of Preferred
Shares shall be entitled to receive, in any financial year of the Corporation,
as and when declared by the Board of Directors of the Corporation, fixed,
non-cumulative and preferred dividends at the rate of 8.25% per annum of the
Redemption Amount as defined hereinafter, and no more, and no dividend shall be
declared and paid or set aside for payment during any financial year of the
Corporation on any other class of shares unless dividends at the aforementioned
rate on all Preferred Shares then outstanding have been declared and paid or
set aside for payment during such financial year.  The Board of
Directors of the Corporation shall not declare dividends on the Preferred
Shares during any financial year in respect of a prior financial year.  For greater
certainty, it is hereby declared that (i) each time the term dividends at
the rate of 8.25% per annum is used in this paragraph, it means, in respect of
all shares, dividends computed at that rate for at least the number of days
during which such share was outstanding during the financial year or other time
period in respect of which the computation is being made and,(ii) no provision herein shall require prorating of
dividends in respect of any shares not outstanding for the whole of any
financial year or other time period for or in respect of which such dividends
are being declared. The Board of Directors of the Corporation may, however, at
their discretion, prorate dividends in respect of any shares not outstanding
for the whole of any financial year or time period for or in respect of which
dividends are being declared if such right of prorating was reserved by the
Corporation at the time such shares were issued.  1.2Subject to the prior payment of the
aforementioned dividends to holders of Preferred Shares, the registered holders
of the Common Shares shall be entitled to receive, during any financial year of
the Corporation, all dividends declared on such shares by the Corporations
Board of Directors.  Any dividend
declared on the Preferred Shares or any other class of shares shall be payable
at such time or times and in such amounts and in such manner and at such place
or places as the Board of Directors of the Corporation may determine from time
to time


2.REDEMPTION.  Subject to the laws
governing the Corporation, the Corporation shall be entitled, at its option, to
redeem, at any time, all or, from time to time, a part of the Preferred Shares
then outstanding, by giving notice as hereinafter stipulated, in consideration
of payment of the Redemption Amount in respect thereof, namely, an amount per
Preferred Share, equivalent to the total amount of any consideration received
upon issuance of any Preferred Shares, plus an amount equal to any dividend
then declared on such shares and unpaid. If part only of the Preferred Shares
are to be redeemed, the shares to be redeemed shall be selected, insofar as
possible, on a pro rata basis among the holders of all the Preferred Shares
then outstanding. At least ten day prior to the date fixed for redemption, the
Corporation shall give written notice to each person who, at the date such
notice is given, is a registered holder of any of the shares being redeemed
(unless this person waived such notice) of the Corporations intention to
redeem the said shares. Such notice, if any, shall be given either by sending
it by prepaid registered mail addressed to the registered holder at the last
address of such holder as it appears in the Corporations records or, in the
event that the holders address does not so appear, at the holders last known
address, or by delivering it personally to this holder at this address, and
such notice shall set out the date on which the redemption is to take place,
the place or places fixed for payment of the Redemption Amount and, if part
only of the Preferred Shares are to be redeemed, the number of shares to be
redeemed held by the person to whom the notice is addressed. If notice of
redemption is given (except to a holder who waived such notice) as aforesaid
and an amount sufficient to redeem the shares called for redemption is
deposited with the Corporations bankers, or at any other place or places
specified in the notice, on or before the date fixed for redemption, the
holders of such shares shall, after the date fixed for redemption, cease to
have any rights in or against the Corporation or any other rights, except the
right to receive payment of such Redemption Amount out of the moneys so deposited,
upon presentation and surrender of the certificates representing such shares
called for redemption.  3.REDEMPTION AT THE OPTION OF THE
HOLDER.  Subject to the laws
governing the Corporation, the Corporation shall be required, at any time to
redeem from any holder of Preferred Shares who so requests, all or, from time
to time, a part of the Preferred Shares then outstanding, in consideration of
the aforementioned Redemption Amount. The Corporation shall pay the holder the
Redemption Amount in respect of the Preferred Shares so redeemed upon surrender
of the certificates representing the shares to be redeemed.  4.LIQUIDATION.  In the event of the
liquidation or dissolution of the Corporation or any other distribution of its
assets among its shareholders for the purpose of winding-up its affairs, no
amount shall be paid and no distribution of assets shall be made to the holders
of shares of any other class as long as the holders of Preferred Shares have
not received payment of amounts to which they are entitled, that is to say, per
share, an amount equal to the aforementioned Redemption Amount and the holders
of Preferred Shares shall be entitled to receive such payment from the assets
of the Corporation, in preference and priority to the holders of shares of any
other class, on an equal basis and in proportion to the amount of their
respective claims,  2


following which the
Corporations remaining assets and property shall devolve and be paid to the holders
of any other class of shares.  5.VOTING.  5.1The holders of Preferred Shares
shall not be entitled to receive notice of or to attend or to vote at any
meetings of shareholders of the Corporation.  5.2The holders of Common Shares shall
be entitled to cast one vote per Common Share held and shall be entitled to
receive notice of and to attend any meetings of shareholders of the
Corporation.  *****             *****             *****  3


SCHEDULE 7.1  to the Articles of Amalgamation of  IMPRIMERIES QUEBECOR INC.
QUEBECOR PRINTING INC.  The number of
shareholders of the Corporation is limited to fifty, not including persons who
are in the employment of the Corporation and persons, who, having been formerly
in the employment of the Corporation, were, while in that employment, and have
continued after the termination of that employment to be shareholders of the
Corporation, two or more persons holding one or more shares jointly being
counted as a single shareholder  The Corporation is
prohibited from making any initial public offering or inviting the public to
subscribe for any securities of the Corporation.  * * * * *


Consumer and
  
  ConsommationCorporate
  Affairs Canada
  
  et
  Corporations Canada  Certificate of Amendment
  
  Certificat
  de modificationCanada Business
  
  Loi
  régissant les sociétésCorporations Act
  
  par
  actions de régime fêdêral  IMPRIMERIES
  QUEBECOR INC. 
  
  256168-9QUEBECOR
  PRINTING INC.Name of Corporation - Dênomination de la
  société
  
  Number - Numéro  I hereby
  certify that the Articles of the above-mentioned Corporation were amended
  
  
  
  Je certifie
  par les présentes que les statuts de la société mentionnée ci-haut ont été modifiés.(a) under
  Section 13 of the Canada Business Corporations Act in accordance with
  the attached notice;
  
  o
  
  (a) en
  vertu de larticle 13 de la Loi régissant les sociétés par actions de régime fédéral conformément à lavis ci-joint;(b) under
  Section 27 of the Canada Business Corporations Act as set out in the
  attached Articles of Amendment designating a series of shares;
  
  o
  
  (b) en
  vertu de larticle 27 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses
  modificatrices ci-jointes désignant une série dactions;(c) under
  Section 177 of the Canada Business Corporations Act as set out in the
  attached Articles of Amendment;
  
  x
  
  (c) en
  vertu de larticle 177 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses modificatrices ci-jointes;(d) under
  Section 191 of the Canada Business Corporations Act as set out in the
  attached Articles of Reorganization;
  
  o
  
  (d) en
  vertu de larticle 191 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses de réorganisation ci-jointes;(e) under
  Section 192 of the Canada Business Corporations Act as set out in the
  attached Articles of Arrangement.
  
  o
  
  (e) en
  vertu de larticle 192 de la Loi régissant les sociétés par actions de regime fédéral tel quindiqué dans les clauses
  darrangement ci-jointes.Le directeurDecember 7, 1990/le 7 décembre 1990Director
  
  Date of Amendment - Date de la modification


Consumer and
  
  ConsommationCorporate
  Affairs Canada
  
  et
  Corporations Canada  Corporations
  
  CorporationsPhase II,
  4th floor
  
  Phase II,
  4e  étagePlace du Portage
  
  Place du PortageOttawa-Hull
  
  Ottawa-HullKIA 0C9
  
  KIA 0C9Your file  Votre référenceDecember 7, 1990/le 7 décembre 1990Our file  Notre référenceCRAC
  
  256168-9  Re - Objet  IMPRIMERIES QUEBECOR INC. QUEBECOR PRINTING INC.Enclosed herewith, is the document issued in the above matter.
  
  Vous trouverez ci-inclus le document émis dans laffaire précitée.A notice of issuance of CBCA documents will be published in the
  Canada Corporations Bulletin. A notice of issuance of CCA documents will be
  published in the Canada Corporations Bulletin and the Canada Gazette.
  
  Un avis de lémission de documents en vertu de
  la L.S.A.R.F. sera publié dans le Bulletin des corporations canadiennes.
  Un avis de lémission de documents en vertu de la L.C.C. sera publié dans
  leBulletin des corporations canadiennes et dans la Gazette du Canada.IF A NAME OR CHANGE OF NAME IS INVOLVED, THE FOLLOWING CAUTION SHOULD
  BE OBSERVED:
  
  SIL EST QUESTION DUNE DÉNOMINATION SOCIALE OU DUN CHANGEMENT DE DÉNOMINATION
  SOCIALE, LAVERTISSEMENT SUIVANT DOIT ÉTRE RESPECTÉ:This name is available for use as a corporate name subject to and
  conditional upon the applicants assuming full responsibility for any risk of
  confusion with existing business names and trade marks (including those set
  out in the relevant NUANS search report(s)). Acceptance of such responsibility
  will comprise as obligation to change the name to a dissimilar one in the
  event that representations are made and established that confusion is likely
  to occur. The use of any name granted is subject to the laws of the
  jurisdiction where the company carries on business.
  
  Cette dénomination sociale est disponible
  en autant que les requérants assument toute responsabilité de
  risque de confusion avec toutes dénominations commerciales et toutes
  marques de commerce existantes (y cómpris celles qui sont citées dans
  le(s) rapport(s) de recherches de NUANS pertinent(s)), Cette
  acceptation de responsabilité comprend lobligation de changer la dénomination
  de la société en une dénomination différente advenant le cas où des représentations
  sont faites établissant quil y a une probabilité de
  confusion, Lutilisation de tout nom octroyé est sujette á toute loi de la
  juridiction où la société exploite son entreprise.  M. Séguin  For the Director, Corporations Branch             pour le directeur, Direction des
corporations


FORM 4
  FORMULE 4Canada Business
  Loi régissant les sociétiés
  ARTICLES OF AMENDMENT
  CLAUSES MOD1FICATRICESCorporations Act
  par actions de régime fédéral
  (SECTION 27 OR 177)
  (ARTICLE 27 OU 177)  1  Name of Corporation  Dénomination de la société
  2  Corporation No. No de la sociétéImprimeries Quebecorinc./
  256168-9Quebecor Printing Inc. The
  articles of the above-named corporation are amended as 
  follows:
  Les statuts de la société ci-haut mentionnée sont modifiés de la facon
  suivante:  voir Annexe A  Date
  Signature
  
  
  Description of Office  Description du poste28 novembre 1990
  
  /s/ Guy J.
  Paquette
  
  secrétaireGuy J.
  PaquetteCCA 1387 (02-89)
  46
  
  
  FOR DEPARTMENTAL USE ONLY  A LUSAGE DU MINISTERE SEULEMENTFiled  DéposéeDEC  7 1990


ANNEX A  To the Articles of Amendment of  QUEBECOR PRINTING INC.  The capital stock of the corporation is modified as follows:  (a)
  
  By the subdivision of the 7,750,001 common shares issued and
  outstanding in 38,750,005 common shares;(b)
  
  By the redesignation of the preferred shares, without par value, none
  of which have been issued, in an unlimited number of preferred shares,
  without par value, issuable in series;  in order that the authorized capital stock of the corporation is now
constituted of:  ·
  
  An unlimited
  number of common shares, without par value; and·
  
  An unlimited
  number of preferred shares, without par value, issuable in series.1.
  Common share rightsThe holders of the common shares shall be entitled:(a)
  
  to vote at all meetings of shareholders of the Corporation except
  meetings at which only holders of a specified class of shares are entitled to
  vote;(b)
  
  to receive, subject to the rights of the holders of another class of
  shares, any dividend declared by the Corporation; and(c)
  
  to receive, subject to the rights of the holders of another class of
  shares, the remaining property of the Corporation on the liquidation,
  dissolution or winding-up of the Corporation, whether voluntary or
  involuntary.2.
  Preferred shares issuable in series(a)
  
  One or more series - The preferred shares may at any time and
  from time to time be issued in one or more series.(b)
  
  Terms of each series - Subject to the Act, the directors may fix, before issue, the
  number of preferred shares of each series, the designation, rights,
  privileges, restrictions and conditions attaching to the preferred shares of


each series, including without limitation, any voting rights, any right
to receive dividends (which may be cumulative or non-cumulative and variable or
fixed) or the means of determining such dividends, the dates of payment, any
terms and conditions of redemption or purchase, any conversion rights, and any
rights on the liquidation, dissolution or winding-up of the Corporation, and
sinking fundor
other provisions, the
whole to be subject to the issue of a certificate of amendment setting forth
the designation, rights, privileges, restrictions and conditions attaching to
the preferred shares of the series.  (c)Rankingof preferred shares - The preferred shares of each
series shall, with respect to the payment of dividends and the distribution of
assets in the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, rank on a par with the preferred
shares of every other series and be entitled to preference over the common
shares. If any amount of cumulative dividends (whether or not declared) or
declared non-cumulative dividends or any amount payable on any such
distribution of assets constituting a return of capital in respect of the preferred
shares of any series is not paid in full, the preferred shares of that series
shall participate rateably with the preferred shares of every other series in
respect of all such dividends and amounts.


Consumer and
  Corporate Affairs Canada
  
  Consommation
  et Corporations Canada  Certificate of Amendment
  
  Certificat
  de modificationCanada Business
  
  Loi
  régissant les sociétésCorporations Act
  
  par
  actions de régime fédéralIMPRIMERIES QUEBECOR INC. 
  
  256168-9QUEBECOR PRINTING INC.Name of Corporation - Dénomination de la société
  
  Number
  - Numéro  I hereby
  certify that the Articles of the above-mentioned Corporation were amended
  
  
  
  Je certifie
  par les présentes que les statuts de la société mentionnée ci-haut ont été
  modifiés(a) under
  Section 13 of the Canada Business Corporations Act in accordance with
  the attached notice;
  
  o
  
  (a) en
  vertu de larticle 13 de la Loi régissant les sociétés par actions de régime
  fédéral conformément à lavis ci-joint;(b) under
  Section 27 of the Canada Business Corporations Act as set out in the
  attached Articles of Amendment designating a series of shares;
  
  o
  
  (b) en
  vertu de larticle 27 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses modificatrices ci-jointes désignant
  une série dactions;(c) under
  Section 177 of the Canada Business Corporations Act as set out in the
  attached Articles of Amendment;
  
  x
  
  (c) en
  vertu de larticle 177 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses modificatrices ci-jointes;(d) under
  Section 191 of the Canada Business Corporations Act as set out in the
  attached Articles of Reorganization;
  
  o
  
  (d) en vertu
  de larticle 191 de la Loi régissant les sociétés par actions de régime fédéral
  tel quindiqué dans les clauses de réorganisation ci-jointes;(e) under
  Section 192 of the Canada Business Corporations Act as set out in the
  attached Articles of Arrangement.
  
  o
  
  (e) en
  vertu de larticle 192 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses darrangement ci-jointes.  Le directeurDecember 14, 1990/le 14 décembre 1990Director
  Date of Amendment -
  Date de la modification


Consumer and
  Corporate Affairs Canada
  
  Consommation
  et Corporations Canada
  Corporations
  
  CorporationsPhase II, 4th floor
  
  Phase II, 4eétagePlace du Portage
  
  Place du PortageOttawa-Hull
  
  Ottawa-HullK1A 0C9
  
  K1A 0C9Your file - Votre référenceDecember 17, 1990/le 17 décembre 1990Our file - Notre référenceCRAC
  
  
  256168-9
  Re - Objet  IMPRIMERIES QUEBECOR INC. QUEBECOR PRINTING INC.Enclosed herewith, is the document issued in the above matter.
  
  Vous trouverez ci-inclus le document émis dans laffaire précitée.A notice of issuance of CBCA documents will be published in the
  Canada Corporations Bulletin. A notice of issuance of CCA documents will be
  published in the Canada Corporations Bulletin and the Canada Gazette.
  
  Un avis de lémission de documents en vertu de la L.S.A.R.F. sera
  publié dans le Bulletin des corporations canadiennes. Un avis de lémission
  de documents en vertu de la L.C.C. sera publié dans le Bulletin des
  corporations canadiennes et dans la Gazette du Canada.IF A NAME OR CHANGE OF NAME IS INVOLVED, THE FOLLOWING CAUTION SHOULD
  BE OBSERVED:
  
  SIL EST QUESTION DUNE DÉNOMINATION SOCIALE OU DUN CHANGEMENT
  DE DÉNOMINATION SOCIALE, LAVERTISSEMENT SUIVANT DOIT
  ÊTRE RESPECTÉ:This name is available for use as a corporate name subject to and
  conditional upon the applicants assuming full responsibility for any risk of
  confusion with existing business names and trade marks (including those set
  out in the relevant NUANS search report(s)). Acceptance of such responsibility
  will comprise an obligation to change the name to a dissimilar one in the
  event that representations are made and established that confusion is likely
  to occur. The use of any name granted is subject to the laws of the
  jurisdiction where the company carries on business.
  
  Cette dénomination sociale est disponible en autant que les
  requérants assument toute responsabilité de risque de confusion avec toutes
  dénominations commerciales et toutes marques de commerce existantes (y
  compris celles qui sont citées dans le(s) rapport(s) de recherches de NUANS
  pertinent(s)). Cette acceptation de responsabilité comprend lobligation de
  changer la dénomination de la société en une dénomination différente advenant
  le cas où des représentations sont faites établissant quil y a une
  probabilité de confusion. Lutilisation de tout nom octroyé est sujette à
  toute loi de la juridiction où la société exploite son enterprise.   For the Director, Corporations
Branch         pour le directeur,
Direction des corporations


Canada Business
  Corporations Act
  
  Loi régissant les sociétés
  par actions de régime fédéral
  
  FORM 4
  ARTICLES OF AMENDMENT
  (SECTION 27 OR 177)
  
  FORMULE 4
  CLAUSES MODIFICATRICES
  (ARTICLE 27 OU 177)1  Name of Corporation  Dénomination
  de la société
  
  2 
  Corporation No. N° de la sociétéQUEBECOR
  PRINTING INC.
  
  256168-9IMPRIMERIES
  QUEBECORINC.3  The
  articles of the above-named corporation are amended as follows:
  
  Les statuts de la société ci-haut
  mentionnée sont modifiés de la façon suivante:  Following the
obtention of Articles of Amendment dated December 7, 1990, the First Serie
of the Preferred Shares of the Corporation are described as follows:  See Annex 1  Date
  
  Signature
  
  Description of Office  Description du posteDecember 14, 1990
  
  
  /s/ Guy J. Paquette
  
  SecretaryGuy J. PaquetteCCA 1387 (02-89)
  46
  
  
  
  FOR DEPARTMENTAL USE ONLY  À LUSAGE DU MINISTÉRE SEULEMENT 
  Filed DéposéeDEC 17 1990


ANNEX 1  To the
Articles of Amendment of  QUEBECOR PRINTING INC.  Series 1 Preferred Shares - The first series of preferred shares shall
consist of 11,912 shares and shall be designated as Series 1 Preferred
Shares (the Series 1 Preferred Shares). The rights, privileges,
restrictions and conditions attaching to the Series 1 Preferred Shares are
as follows:  (i)            Definitions  In these share conditions, the following words and phrases shall have
the following meanings:  (a)           redemption amount
of each Series 1 Preferred Share means the sum of $1,000.;  (b)           redemption
price of each Series 1 Preferred Share means the redemption amount plus
an amount equal to all dividends which have at the relevant time been declared
or accrued on the share but whichhave not then been paid (if any); and  (c)           Act means the
Canada Business Corporations Act.  (ii)           Voting rights  Subject to the Act, the holders of the Series 1 Preferred Shares
shall not,assuch, be entitled to receive
notice of or to attend any meeting of the shareholders of the Corporation or to
vote at any such meeting.  (iii)          Dividends  Subject to the Act, the holders of the Series 1 Preferred Shares
shall in each financial year of the Corporation, but always in preference and
priority to any payment of dividends on any other class of shares, be entitled
to cumulative dividends at the rate of 5.5% per annum of the redemption amount,
which dividend entitlement shall accrue daily and which dividends shall be
payable in one or more instalments, the last of which shall be made not later
than the last day of such financial year and no dividends shall be paid or set
apart for payment on any other class of shares unless all cumulative dividends
on the Series 1 Preferred Shares have been declared and paid or set aside
for payment. The holders of the Series 1 Preferred Shares shall not be
entitled to any dividends other than as provided for in


this section. Dividends shall accrue on the Series 1 Preferred Shares
from the date of issue.  (iv)          Redemption at option
of Corporation  Subject to the Act, the Corporation may redeem the whole or any part of
the issued Series 1 Preferred Shares on payment for each share to be
redeemed of the redemption price. Unless all the holders of the Series 1
Preferred Shares to be redeemed have waived notice of redemption, the
Corporation shall give not less than 30 days notice in writing of the
redemption, specifying the date and place of redemption. If the notice is given
or waived, and the redemption price is paid to the holders, on or before the
date fixed for redemption, dividends on the shares to be redeemed shall cease
after the date fixed for redemption and their holders shall from then on have
no rights against the Corporation in respect of those shares except to receive
payment of the redemption price.  (v)           Distribution rights  In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, the holders of the Series 1
Preferred Shares shall be entitled to receive, before any distribution of any
part of the assets of the Corporation among the holders of any other class of
shares, an amount equal to the redemption price of their shares and no more.  (vi)          Mandatory Redemption  Any holder may, at any time prior to December 21, 1990, deliver a
notice in writing to the Corporation requiring the Corporation to redeem, on January 1,
1991, for the redemption price therefor, 1,192 Series I Preferred Shares
(such lesser number of Series I Preferred Shares being the First
Redemption Shares). Upon delivery of such notice, and subject only to the Act,
the Corporation shall redeem the First Redemption Shares on January 1,
1991. If such notice is delivered by any holder to the Corporation, the
Corporation shall not be required, in connection with the redemption of the
First Redemption Shares held by such holder,to deliver any notice of redemption of the First Redemption Shares to such
holder. If any holder does not deliver the foregoing notice to the Corporation
at or prior to December 31, 1990, the right of such holder to require the
Corporation to redeem First Redemption Shares shall expire and be of no further
force and effect.  Any holder may, at any time prior to November 17, 1991, deliver a
notice in writing to the Corporation requiring the Corporation to redeem, on December 17,
1991, for the redemption price therefor, that number of Series I Preferred
Shares (the Second Redemption Shares) equal to the result obtained when 5,360
is subtracted from the total number of Series I


Preferred Shares held by such holder on such date prior to any such
redemption, less the number of any First Redemption Shares held by such holder
which such holder did not require the Corporation to redeem as provide above.
Upon delivery of such notice, and subject only to the Act, the Corporation
shall redeem the Second Redemption Shares on December 17, 1991. If such
notice is delivered by any holder to the Corporation, the Corporation shall not
be required, in connection with the redemption of the Second Redemption Shares
held by such holder, to deliver any notice of redemption to such holder. If any
holder does not deliver the foregoing notice to the Corporation on or prior to November 17,
1991, the right of such holder to require the Corporation to redeem Second
Redemption Shares shall expire and be of no further force and effect.  Any holder may, at any time prior to November 17, 1992, deliver a
notice in writing to the Corporation requiring the Corporation to redeem, on December 17,
1992, for the redemption price therefor, that number of Series I Preferred
Shares (the Third Redemption Shares) held by such holder on such date prior
to any such redemption, less the number of any First Redemption Shares held by
such holder and Second Redemption Shares held by such holder which such holder
did not require the Purchaser to redeem as provided above. Upon delivery of
such notice and subject only to the Act, the Corporation shall redeem the Third
Redemption Shares on December 17, 1992. If such notice is delivered by any
holder to the Corporation, the Corporation shall not be required, in connection
with the redemption of the Third Redemption Shares held by such holder, to
deliver any notice of redemption to such holder. If any holder does not deliver
the foregoing notice on or prior to November 17, 1992, the right of such
holder to require the Corporation to redeem Third Redemption Shares shall
expire and be of no further force and effect.  (vii)         Restrictions on Transfer  No Series I Preferred Shares shall be transferred without the
consent of the Board of Directors of the Corporation by resolution or in
writing.


Consumer and
  ConsommationCorporate
  Affairs Canada
  et
  Corporations Canada  Certificate of Amendment
  
  Certificat
  de modificationCanada Business
  
  Loi
  régissant les sociétésCorporations Act
  
  par
  actions de régime fédéral  IMPRIMERIES
  QUEBECOR INC. 
  
  256168-9QUEBECOR
  PRINTING INC.Name of Corporation - Dénomination de la société
  
  Number - Numéro  I hereby
  certify that the Articles of the above-mentioned Corporation were amended
  
  Je certifie
  par les Présentes que les statuts de la société mentionnée ci-haut ont été
  modifiés(a) under
  Section 13 of the Canada Business Corporations Act in accordance with
  the attached notice;
  o
  (a) en
  vertu de larticle 13 de la Loi régissant les sociétés par actions de régime
  fédéral conformément a lavis ci-joint;(b) under
  Section 27 of the Canada Business Corporations Act as set out in the
  attached Articles of Amendment designating a series of shares;
  o
  (b) en
  vertu de larticle 27 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses modificatrices ci-jointes désignant
  une série dactions;(c) under
  Section 177 of the Canada Business Corporations Act as set out in the
  attached Articles of Amendment;
  x
  (c) en
  vertu de larticle 177 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses modificatrices ci-jointes;(d) under
  Section 191 of the Canada Business Corporations Act as set out in the
  attached Articles of Reorganization;
  o
  (d) en
  vertu de larticle 191 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses de réorganisation ci-jointes;(e) under
  Section 192 of the Canada Business Corporations Act as set out in the
  attached Articles of Arrangement.
  o
  (e) en vertu
  de larticle 192 de la Loi régissant les sociétés par actions de régime fédéral
  tel quindiqué dans les clauses darrangement ci-jointes.   Le directeurFebruary 24, 1992/le 24 février 1992Director
  
  Date of Amendment
  - Date de la modification


Consumer and
  ConsommationCorporate
  Affairs Canada
  et
  Corporations CanadaCorporations
  CorporationsPhase II,
  4th floor
  Phase II, 4eétage;Place du Portage
  Place du PortageOttawa-Hull
  Ottawa-HullK1A 0C9
  K1A 0C9  Your file - Votre référenceFebruary 25, 1992/le 25 février 1992Our file - Notre référence256168-9  Re - Objet  IMPRIMERIES QUEBECOR INC. QUEBECOR PRINTING INC.Enclosed herewith, is the document issued in the above matter.
  
  Vous trouverez ci-inclus le document émis dans laffaire précitée.A notice of issuance of CBCA documents will be published in the
  Canada Corporations Bulletin. A notice of issuance of CCA documents will be
  published in the Canada Corporations Bulletin and the Canada Gazette.
  
  Un avis de lémission de documents en vertu de
  la L.S.A.R.F. sera publié dans le Bulletin des corporations canadiennes.
  Un avis de lémission de documents en vertu de la L.C.C. sera
  publié dans le Bulletin des corporations canadiennes et dans
  la Gazette du Canada.IF A NAME OR CHANGE OF NAME IS INVOLVED, THE FOLLOWING CAUTION SHOULD
  BE OBSERVED:
  
  SIL EST QUESTION DUNE DÉNOMINATION SOCIALE OU DUN CHANGEMENT
  DE DÉNOMINATION SOCIALE, LAVERTISSEMENT SUIVANT
  DOIT ÊTRE RESPECTÉ:This name is available for use as a corporate name subject to and
  conditional upon the applicants assuming full responsibility for any risk of
  confusion with existing business names and trade marks (including those set
  out in the relevant NUANS search report(s)). Acceptance of such responsibility
  will comprise an obligation to change the name to a dissimilar one in the
  event that representations are made and established that confusion is likely
  to occur. The use of any name granted is subject to the laws of the
  jurisdiction where the company carries on business.
  
  Cette dénomination sociale est disponible en autant
  que les requérants assument toute responsabilité de
  risque de confusion avec toutes dénominations commerciales et
  toutes marques de commerce existantes (y compris celles qui sont citées dans
  le(s) rapport(s) de recherches de NUANS pertinent(s)). Cette acceptation
  de responsabilité comprend lobligation de changer la dénomination
  de la société en une dénomination différente advenant le cas où des
  représentations sont faites établissant quil y a une
  probabilité de confusion. Lutilisation de tout nom octroyé est
  sujette á toute loi de la juridiction où la société exploite son entreprise.  M. Séguin  For the Director, Corporations Directorate pour le
directeur, Direction générale des corporations


Canada Business
  Corporations Act
  Loi régissant les sociétés
  par actions de régime fédéral
  FORM 4
  ARTICLES OF AMENDMENT
  (SECTION 27 OR 177)
  FORMULE 4
  CLAUSES MODIFICATRICES
  (ARTICLE 27 OU 177)  1  Name of Corporation  Dénomination de la société
  
  2  Corporation No. No de la société  IMPRIMERIES
  QUEBECORINC.
   QUEBECOR PRINTING INC.
  
  256168-9  3  The
  articles of the above-named corporation are amended as follows:
  
  Les statuts de la société ci-haut mentionnés sont
  modifiés de la facon suivante:  1.Toutes les restrictions sur le
transfert dactions prévues à la Section 4 des statuts de fusion
de la société sont abrogées;  2.Le conseil dadministration de la
société est dorénavant composé dun minimum de trois (3) et
du maximum de quinze (15) administrateurs.  3.Lannexe 7.1 des statuts de fusion
de la société est abrogé.  
  1.All restrictions on any share
transfers provided in Section 4 of the Articles of Amalgamation of the
Corporation are abrogated.  2.The Corporation shall have a
minimum of three (3) and a maximum of fifteen (15) directors.  3.Schedule 7.1 of the Articles of
Amalgamation of the Corporation is abrogated.  Date
  
  Signature
  
  Description of Office  Description du poste24 février 1992
  
  
  
  SecrétaireCCA 1387 (02-89)
  46
  
  
  
  FOR DEPARTMENTAL USE ONLY  A LUSAGE DU MINISTERE SEULEMENTFiled  DéposéeFEB
  FEV
  25 1992


Consumer and
  ConsommationCorporate
  Affairs Canada
  et
  Corporations Canada  Certificate of Amendment
  
  Certificat
  de modificationCanada Business
  
  Loi
  régissant les sociétésCorporations Act
  
  par
  actions de régime fédéral  IMPRIMERIES
  QUEBECOR INC. 
  
  256168-9QUEBECOR
  PRINTING INC.Name of Corporation - Dénomination de la société
  
  Number - Numéro  I hereby
  certify that the Articles of the above-mentioned Corporation were amended
  
  Je certifie
  par les présentes que les statuts de la société mentionnée ci-haut ont été
  modifiés(a) under
  Section 13 of the Canada Business Corporations Act in accordance with
  the attached notice;
  o
  (a) en
  vertu de larticle 13 de la Loi régissant les sociétés par actions de régime
  fédéral conformément á lavis ci-joint;(b) under
  Section 27 of the Canada Business Corporations Act as set out in the
  attached Articles of Amendment designating a series of shares;
  o
  (b) en
  vertu de larticle 27 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses modificatrices ci-jointes désignant
  une série dactions;(c) under
  Section 177 of the Canada Business Corporations Act as set out in the
  attached Articles of Amendment;
  x
  (c) en
  vertu de larticle 177 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses modificatrices ci-jointes;(d) under
  Section 191 of the Canada Business Corporations Act as set out in the
  attached Articles of Reorganization;
  o
  (d) en
  vertu de larticle 191 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses de réorganisation ci-jointes;(e) under
  Section 192 of the Canada Business Corporations Act as set out in the
  attached Articles of Arrangement.
  o
  (e) en
  vertu de larticle 192 de la Loi régissant les sociétés par actions de régime
  fédéral tel quindiqué dans les clauses darrangement ci-jointes.   Le directeurApril 10, 1992/le
  10 avril 1992Director
  
  Date of Amendment - Date
  de la modification


Consumer and
  ConsommationCorporate
  Affairs Canada
  et
  Corporations CanadaCorporations
  
  CorporationsPhase II,
  4th floor
  
  Phase II, 4eétagePlace du Portage
  
  Place du PortageOttawa-Hull
  
  Ottawa-HullK1A 0C9
  
  K1A 0C9  Your file - Votre référenceApril 13, 1992/le 13 avril 1992Our file - Notre référence256168-9  Re - Objet  IMPRIMERIES QUEBECOR INC. QUEBECOR PRINTING INC.  Enclosed herewith, is the document issued in the above matter.
  
  Vous trouverez ci-inclus le document émis dans laffaire précitée.A notice of issuance of CBCA documents will be published in the
  Canada Corporations Bulletin. A notice of issuance of CCA documents will be
  published in the Canada Corporations Bulletin and the Canada Gazette.
  
  Un avis de lémission de documents en vertu de
  la L.S.A.R.F. sera publié dans le Bulletin des corporations canadiennes. Un
  avis de lémission de documents en vertu de la L.C.C. sera publié dans
  le Bulletin des corporations canadiennes et dans la Gazette du Canada.IF A NAME OR CHANGE OF NAME IS INVOLVED, THE FOLLOWING CAUTION SHOULD
  BE OBSERVED:
  
  SIL EST QUESTION DUNE DÉNOMINATION SOCIALE OU DUN CHANGEMENT
  DE DÉNOMINATION SOCIALE, LAVERTISSEMENT SUIVANT
  DOIT ÊTRE RESPECTÉ:This name is available for use as a corporate name subject to and
  conditional upon the applicants assuming full responsibility for any risk of
  confusion with existing business names and trade marks (including those set
  out in the relevant NUANS search report(s)). Acceptance of such responsibility
  will comprise an obligation to change the name to a dissimilar one in the
  event that representations are made and established that confusion is likely
  to occur. The use of any name granted is subject to the laws of the
  jurisdiction where the company carries on business.
  
  Cette dénomination sociale est disponible en autant
  que les requérants assument toute responsabilité de
  risque de confusion avec toutes dénominations commerciales et
  toutes marques de commerce existantes (y compris celles qui sont citées dans
  le(s) rapport(s) de recherches de NUANS pertinent(s)). Cette acceptation
  de reponsabilité comprend lobligation de changer la dénomination
  de la société en une dénomination différente advenant le cas où des représentations
  sont faites établissant quil y a une probabilité de
  confusion. Lutilisation de tout nom octroyé est sujette à toute loi de la
  juridiction où la société exploite son entreprise.    For the Director, Corporations Directorate       pour
le directeur, Direction générale des corporations


Canada Business
  Corporations Act
  Loi regissant les societes
  par actions de régime fédéral
  FORM 4
  ARTICLES OF AMENDMENT
  (SECTION 27 OR 177)
  FORMULE 4
  CLAUSES MOD1FICATRICES
  (ARTICLE 27 OU 177)  1  Name of Corporation  Dénomination de la société
  
  2  Corporation No. No de la sociétéIMPRIMERIES
  QUEBECORINC.
  - QUEBECOR PRINTING INC.
  
  256168-9  3  The
  articles of the above-named corporation are amended as follows:
  Les statuts de la société ci-haut mentionnée sont modifiés de la facon suivante:  1.    From the date of
  these Articles of Amendment the authorized share capital of the Corporation
  shall beas described in
  the Schedule of this Form, inserted herewith as an integral part thereof.
  
  1.    À  compter de la date des présentes
  clauses modificatrices, le capital social autorisé de la société est tel que décrit á l
  annexe jointe á la présente formule pour en faire
  partie intégrante.2.    The 39 965 005
  outstanding common shares of the Corporation immediately before the date of
  these Articles of Amendment are reclassified and changed, as of the date of
  these Articles of Amendment, into 39 965 005 Multiple Voting Shares of the
  Corporation; the stated capital of such common shares
  is being added to the stated capital account of such Multiple Voting
  Shares. The authorized but unissued common shares of the Corporation are
  cancelled.
  
  2.    Les 39 965 005 actions
  ordinaires en circulation de la société immédiatement
  avant la date de ces clauses modificatrices sont redésignées et
  modifiées, á compter de la date des présentes clauses
  modificatrices, en 39 965 005 actions á droit de vote multiple de la société; le
  capital déclaré de telles actions ordinaires est porté au compte du
  capital déclaré de telles actions á droit de vote multiple. Les actions ordinaires
  autorisées et non émises de la société sont annulées.3.    The           Series 1
  Preferred Shares of the Corporation immediately before the date of the
  Articles of Amendment are reclassified, asof the date of these
  Articles of Amendment, Series 1 First Preferred
  Shares of the Corporation.
  
  3.Les
  actions privilégiées série 1                     de
  la société
                                   
  sont redésignées, a compter de la
  date des présentes
  clauses modificatrices, en actions privilégiées de premier rang, série 1.  Date
  
  Signature
  
  Description of Office  Description du poste10 April 92
  
  
  PrésidentCCA 1387 (02-89)
  46
  
  FOR DEPARTMENTAL USE ONLY  A LUSAGE DU MINISTERE SEULEMENT
  Filed  DéposéeAPR
  AVR
  13 1992


SCHEDULE  TOTHEARTICLES OF AMENDMENT OF  QUEBECOR PRINTING INC.  The Corporation is authorized to issue an unlimited number of preferred
shares (hereinafter called the First Preferred Shares), an unlimited number
of Subordinate Voting Shares (hereinafter called the Subordinate Voting Shares)
and an unlimited number of Multiple Voting Shares (hereinafter called the Multiple
Voting Shares).  1.The Subordinate Voting Shares and the
Multiple Voting Shares carry the following rights, privileges, conditions and
restrictions:  1.1Dividends  Each Subordinate Voting Share and each Multiple Voting Share shall,
subject always to the rights of the holders of any First Preferred Shares,beentitled to receive such dividends as the
Board of Directors of the Corporation shall determine but in an identical
amount, at the same time and in the same form (whether in cash, in specie or
otherwise) as if such shares were of one class only.  1.2Subdivision or
Consolidation  No subdivision or consolidation of the Subordinate Voting Shares or the
Multiple Voting Shares shall be carried out unless, at the same time, the
Multiple Voting Shares or the Subordinate Voting Shares, as the case may be,
are subdivided or consolidated in the same manner and, in such event, the rights,
privileges, conditions and restrictions then attached to the Subordinate Voting
Shares and the Multiple Voting Shares shall also apply to the Subordinate
Voting Shares and the Multiple Voting Shares as subdivided or consolidated.  1.3Liquidation  In the event of the liquidation or dissolution of the Corporation or
any other distribution of its assets among its shareholders for the purpose of
winding-up its affairs, whether voluntary or involuntary, the holders of
Subordinate Voting Shares and the holders of Multiple Voting Shares shall be
entitled, subject always to the rights of the holders of any First Preferred
Shares, to participate equally, share for share, in the remaining property and
assets of the Corporation available for distribution to its shareholders,
without preference or distinction.  1.4Voting  The holders of Subordinate Voting Shares and the holders of Multiple
Voting Shares shall be entitled to receive notice of any meeting of
shareholders of the Corporation


and to attend and vote thereat as a single class on all matters to be
voted on by the shareholders of the Corporation, except a meeting where only
the holders of shares of one class or of a particular series are entitled to
vote separately pursuant to theCanada
Business Corporations Actor to the Articles of the Corporation; the Subordinate Voting Shares
shall carry one (1) vote per share and the Multiple Voting Shares shall
carry ten (10) votes per share.  1.5Conversion Privilege  Each outstanding Multiple Voting Share may at any time, at the option of
the holder, be converted into one Subordinate Voting Share, on the following
basis:  1.5.1The conversion privilege for which
provision is made in this section 1.5 shall be exercised by notice in writing
given to the transfer agent of the Corporation, accompanied by a certificate or
certificates representing the Multiple Voting Shares in respect of which the
holder desires to exercise such conversion privilege. Such notice shall be
signed by the holder of the Multiple Voting Shares in respect of which such
privilege is being exercised, or by theduly authorized representative thereof, and shall specify the number of
Multiple Voting Shares which such holder desires to have converted. The holder
shall also pay any governmental or other tax imposed in respect of such
conversion. The conversion of the Multiple Voting Shares into Subordinate
Voting Shares shall take effect upon receipt by the transfer agent of the
Corporation of the conversion notice accompanied by the certificate or certificates
representing the Multiple Voting Shares in respect of which the holder desires
to exercise such conversion privilege; and  1.5.2Upon receipt of such notice and
certificate or certificates, the Corporation shall, effective as of the date of
such receipt, issue or cause to be issued a certificate or certificates
representing outstanding Subordinate Voting Shares upon the basis above
prescribed to the holder of such Multiple Voting Shares. If less than all of
the Multiple Voting Shares represented by any certificate are to be converted,
the holder shall be entitled to receive a new certificate representing the
Multiple Voting Shares represented by the original certificate which are not to
be converted.  1.6Issue
of Multiple Voting Shares  In the event, subsequent to the initial public offering of the
Corporations Subordinate Voting Shares, of any distribution or issuance (a Distribution)
of voting shares of the Corporation (other than Multiple Voting Shares,
Subordinate Voting Shares issued upon the conversion of Multiple Voting Shares
and voting shares issued pursuant to the exercise of a privilege attached to
any security of the Corporation issued prior to the Distribution) (the Voting
Shares) or of securities convertible or exchangeable into Voting Shares or
giving the right to acquire Voting Shares (other than options or plans to
purchase Voting Shares or any other securities of the Corporation in favour of
the  2


management or employees of the Corporation) (the Securities), the
Corporation shall issue to the holder(s) of Multiple Voting Shares rights
to subscribe for that number of Multiple Voting Shares, or, as the case may be,
for securities convertible or exchangeable or giving the right to acquire, on
the same terms and conditions (except for the underlying securities which shall
be Multiple Voting Shares) as those stipulated in the Securities, that number
of Multiple Voting Shares, respectively, which carry, in the aggregate, a
number of voting rights equal to the number of voting rights attached to the
Voting Shares to be issued or distributed or, in the case of a Distribution of
Securities, to the number of voting rights attached to the Voting Shares
underlying the Securities to be issued or distributed (the Rights to subscribe).  The Rightsto subscribe shall be issued to the holder(s) of Multiple Voting Shares
in a proportion equal to their respective holdings of Multiple Voting Shares
and shall be issued concurrently with the resolution of the Board of  Directors of the Corporation authorizing the
Distribution of such Voting Shares or Securities. The securities underlying
such Rights to subscribe shall be issued and must be paid for concurrently with
the Distribution and payment to the Corporation of such Voting Shares or
Securities, at the lowest price permitted by the applicable securities and
stock exchange regulations and subject (as to such price) to the prior consent
of the exchanges but at a price not lower than (i) if such securities are
Multiple Voting Shares, the price at which Subordinate Voting Shares are then
being issued or distributed and (ii) if such securities are not Multiple
Voting Shares, the price at which Securities are then being issued or
distributed.  Further, in the event that the Voting Shares to be issued or distributed
are not Subordinate Voting Shares, the Multiple Voting Shares shall be issued
at the lowest price permitted by the applicable securities and stock exchange
regulations and subject (as to such price) to the prior consent of the
exchanges but at a price not lower than the higher of (A) the weighted
average price of the transactions on the Subordinate Voting Shares on the
Montreal Exchange and the Toronto Stock Exchange for the 20 trading days precedingthe Distribution
of such Voting Shares or of (B) the weighted average price of transactions on
the Subordinate Voting Shares on the Montreal Exchange and the Toronto Stock
Exchange, the day before the Distribution of such Voting Shares.  The Rights to subscribe are transferable among holders of Multiple Voting
Shares only, in any proportion deemed appropriate by such holders.  The privileges attached to the securities convertible or exchangeable or
giving the right to acquire Multiple Voting Shares (the Subscribed Securities)
issued pursuant to the Rights to subscribe shall only be exercised if and
whenever the same privileges attached pursuant to the Securities issued or
distributed concurrently with the Subscribed Securities are exercised and shall
not result in the issuance of a number of Multiple Voting Shares which carry,
in the aggregate, a number of voting rights greater than the number of voting
rights attached to the Voting Shares issued as a result of the exercise by
their holder(s) of the privileges attached to such Securities.  3


1.7Rank  Except as otherwise provided in sections 1.4 to 1.6, each Subordinate
Voting Share and each Multiple Voting Share shall have the same rights, shall
be equal in all respects and shall be treated by the Corporation as if they
were shares of one class only.  2.The First Preferred Shares carry the following rights, privileges,
conditions and restrictions:  2.1Directors Authority to
Issue in One or More Series  The Board of Directors of the Corporation may issue the First Preferred
Shares at any time and from time to time in one or more series. Before the
first shares of a particular series are issued, the Board of Directors of the
Corporation shall fix the number of shares in such series and shall determine,
subject to the limitations set out in these Articles, the designation, rights,
privileges, conditions and restrictions to be attached to the shares of such
series including, without limiting or restricting the generality of the
foregoing, the rate or rates, amount or method or methods of calculation of
preferential dividends, whether cumulative, non-cumulative or partially
cumulative, and whether such rate, amountor method of calculation shall be
subject to change or adjustment in the future, the currency or currencies of
payment, the date and place of payment thereof, and the date or dates from
which such preferential dividends shall accrue, the redemption price and terms andconditions of redemption, if any, the rights
of retraction, if any, and the prices and other terms and conditions of any rights
of retraction and whether any additional rights of retraction may be provided
to such holders in the future, the consideration and the terms and conditions
of any purchase for cancellation, if any, and the terms and conditions of any
share purchase plan or sinking fund with respect thereto. Before the issue of
the first shares of a series, the Board of Directors of the Corporation shall
send to the director under the Canada Business
Corporations Act,Articles
of Amendment containing a description of such series including the designation,
rights, privileges, conditions and restrictions determined by the Board of
Directors of the Corporation.  2.2Ranking
of First Preferred Shares  The First Preferred Shares of each series shallrank on a parity with the First Preferred
Shares of everyother series with respect to
priority in the payment of dividends, return of capital and in the distribution
of assets of the Corporation in the event of the liquidation or dissolution of
the Corporation or any other distribution of the assets of the Corporation
among its shareholders for the purpose of winding-up its affairs, whether
voluntary or involuntary. The First Preferred Shares shall be entitled to
priority over the Subordinate Voting Shares and the Multiple Voting Shares of
the Corporation, with respect to priority in the payment of dividends, return
of capital and the distribution of assets in the event of the liquidation or dissolution
of the Corporation, or any other distribution of the assets of the Corporation
among its shareholders for the purpose of winding-up its affairs, whether
voluntary or involuntary.  4


If any cumulative dividends or amounts payable on return of capital in
respect of a series of shares are not paid in full, the shares of all series of
First Preferred Shares participate rateably in respect of accumulated dividends
and return of capital.  2.3Purchase
for Cancellation  Subject to the provisions of the Canada Business Corporations Actand the provisions attached to any particular
series of First Preferred Shares, First Preferred Shares of any series, if so
provided in the rights, privileges, conditions and restrictions attached to
such series, may be purchased for cancellation or made subject to redemption at
the option of the Corporation or the holder thereof, at such time and at such
prices and upon such other terms and conditions as may be specified in the
rights, privileges,  conditions and restrictions
attaching to the First Preferred Shares of such series.  2.4Voting
Rights  Unless the Articles of Amendment otherwise provide with respectto the creation and issue of a particular series
of First Preferred Shares, the holders of First Preferred Shares shall not be
entitled to receive any notice of or attend any meeting of shareholders of the
Corporation and shall not be entitled to vote at any such meeting; provided
that at any meeting of shareholders at which, notwithstanding the foregoing,
the holders of First Preferred Shares are required or entitled by law to vote separately as a class, each
holder of First Preferred Shares of any series thereof shall be entitled to
cast, in respect of each such First Preferred Share held, that number of votes
which is equal to the quotient obtained by dividing the stated capital account
maintained for all the outstanding First Preferred Shares of such series by the
number of such outstanding First Preferred Shares; provided that in respect of
any such consideration denominated in a currency other than Canadian, the Board
of Directors of the Corporation shall, for the purpose of this section 2.4,
determine the appropriate conversion rate of such currency to Canadian currency
in effect on the date of issue and, based on such rate, the Canadian dollar
equivalent of such consideration; and provided further that when such quotient
is a fraction or a whole number plus a fraction there shall be no right to vote
in respect of such fraction.  Any meeting of shareholders at which the holders of the First Preferred
Shares are required or entitled by law to vote separately as class or a series
shall, unless the Articles of the Corporation otherwise provide,be called and conducted in accordance
with the by-laws of the Corporation; provided that no amendment to or repeal of
the provisions of such by-laws made after the date of the first issue of any of
the First Preferred Shares by the Corporation shall be applicable to the
calling and conduct of meetings of holders of the First Preferred Shares voting
separately as a class or as a series unless such amendment or repeal has been
theretofore approved by ordinary resolution adopted by the holders of the First
Preferred Shares voting separately as a class.  5


3.The first series of First
Preferred Shares shall consist of 11,912 shares and shall be designated as Series 1
First Preferred Shares (the Series 1 First Preferred Shares). The rights,
privileges, conditions and restrictions attaching to the Series 1 First
Preferred Shares are as follows:  3.1Definitions  In these share conditions, the following words and phrases shall have the
following meanings:  3.1.1redemption amount of each Series 1
First Preferred Share means the sum of $ 1,000;  3.1.2redemption price of each Series 1
First Preferred Share means the redemption amount plus an amount equal to all
dividends which have at the relevant time been declared or accrued on the share
but which have not been paid (if any); and  3.1.3Act means the Canada Business Corporations Act.  3.2Voting
Rights  Subject to the Act, the holders of the Series 1 First Preferred
Shares shall not, as such, be entitled to receive notice of or to attend any
meeting of the shareholders of the Corporation or to vote at any such meeting.  3.3Dividends  Subject to the Act, the holders of the Series 1 First Preferred
Shares shall in each financial year of the Corporation, but always in preference
and priority to any payment of dividends on any other class of shares, be
entitled to cumulative dividends at the rate of 5.5% per annum of the
redemption amount, which dividends entitlement shall accrue daily and which
dividends shall be payable in one or more instalments, the last of which shall
be made not later than the last day of such financial year and no dividends
shall be paid or set apart for payment on any other class of shares unless all
accrued dividends on the Series 1 First Preferred Shares have been declared
and paid or set aside for payment. The holders of the Series 1 First
Preferred Shares shall not be entitled to any dividends other than as provided
for in this section. Dividends shall accrue on the Series 1 First
Preferred Shares from December 20, 1990.  3.4Redemption
at option of Corporation  Subject to the Act, the Corporation may redeem the whole or any part of
the issued Series 1 First Preferred Shares on payment for each share to be
redeemed of the redemption price. Unless all the holders of the Series 1
First Preferred Shares to be redeemed have waived notice of redemption, the
Corporation shall give not less than  6


30 days notice in writing of the redemption, specifying the date and
place of redemption. If the notice is given or waived, and the redemption price
is paid to the holders, on or before the date fixed for redemption, dividends
on the shares to be redeemed shall cease after the date fixed for redemption
and their holders shall from then on have no rights against the Corporation in
respect of those shares except to receive payment of the redemption price.  3.5Distribution
Rights  In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, the holders of the Series 1
First Preferred Shares shall be entitled to receive, before any distribution of
any part of the assets of the Corporation among the holders of any otherclassof shares, an amount equal to the redemption
price of their shares and no more.  3.6Mandatory
Redemption  Any holder may, at anytime prior to December 21, 1990, deliver a notice in writing
to the Corporation
requiring the Corporation to redeem, on January 1, 1991,
for the redemption
price therefor, 1,192 Series 1 First Preferred Shares (such lesser number
of Series 1 First Preferred Shares being the First Redemption Shares).
Upon delivery of such notice, and subject only to the Act, the Corporation
shall redeem the First Redemption Shares on January 1, 1991. If such
notice is delivered by any holder to the Corporation, the Corporation shall not
be required, in connection with the redemption of the First Redemption Shares
held by such holder, to deliver any notice of redemption of the First Redemption Shares to such holder.
If any holder does not deliver the foregoing notice to the Corporation at or
prior to December 21, 1990, the right of such holder to require the
Corporation to redeem First Redemption Shares shall expire and be of no further
force and effect.  Any holder may, at any time prior to November 17, 1991, deliver a
notice in writing to the Corporation requiring the Corporation to redeem, on December 17,
1991, for theredemption price therefor, that number of Series 1 First Preferred Shares (the Second
Redemption Shares) equal to the result obtained when 5 360 is subtracted from
the total number of Series 1 First Preferred Shares held by such holder on
such date prior  to any such redemption, less the
number of any First Redemption Shares held by such holder which such holder did not require the
Corporation to redeem as provided above. Upon delivery of such notice, and
subject only to the Act, the Corporation shall redeem the Second Redemption
Shares on December 17, 1991. If such notice is delivered by any holder to
the Corporation, the Corporation shall not be required, in connection with the
redemption of the Second Redemption Shares held by such holder, to deliver any notice of redemption to such
holder. If any holder does not deliver the foregoing notice to the Corporation
on or prior to November 17, 1991, the right of such holder to require the
Corporation to redeem Second Redemption Shares shall expire and be of no
further force and effect.  7


Any holder may, at any time prior to November 17, 1992, deliver a
notice in writing to the Corporation requiring the Corporation to redeem, on December 17,
1992, for the redemption price therefor, that number of Series 1 First
Preferred Shares (the Third Redemption Shares) held by such holder on such
date prior to any such redemption, less the number of any First Redemption
Shares held by such holder and Second Redemption Shares held by such holder
which such holder did not require the Corporation to redeem as provided above.
Upon delivery of such notice and subject only to the Act, the Corporation shall
redeem the Third Redemption Shares on December 17, 1992. If such notice is
delivered by any holder to the Corporation, the Corporation shall not be
required, in connection with the redemption of the Third Redemption Shares held
by such holder, to deliver any notice of redemption to such holder. If any
holder does not deliver the foregoing notice on or prior to November 17, 1992,
the right of such holder to require the Corporation to redeem Third Redemption
Shares shall expire and be of no further force and effect.  4.This Schedule to the Articles of
Amendement of the Corporation has been translated in French. However, the
French version shall constitute the official version of this Schedule so that
should there be any difference or incompatibilities in the text or in the
meaning of any provisions contained herein, the appropriate provisions of the
French version shall prevail.  8


Industry
  Canada
  Industrie
  Canada  Certificate
  
  Certificatof Amendment
  
  de modificationCanada Business
  
  Loi régissant
  les sociétésCorporations Act
  
  par actions de régime fédéral  IMPRIMERIES QUEBECOR INC. 
  
  256168-9QUEBECOR PRINTING INC.Name of
  corporation-Denomination de la société
  
  Corporation
  numberNuméro de la sociétéI hereby
  certify that the articles of the above-named corporation were amended
  
  Je certifie
  que les statuts de la société susmentionnée ont été modifiés:(a) under
  section 13 of the Canada Business
  Corporations Act in accordance with
  the attached notice;
  o
  (a) en
  vertu de larticle 13 de la Loi régissant les sociétés
  par actions de régime fédéral, conformément a lavis ci-joint;(b) under section 27
  of the Canada Business Corporations Act as
  set out in the attached articles of amendment designating a series of shares;
  o
  (b) en
  vertu de larticle 27 de la Loi régissant les sociétés
  par actions de régime fédéral, tel quil est indiqué dans les
  clauses modificatrices ci-jointes désignant une série dactions;(c) under
  section 179 of the Canada Business
  Corporations Act as set out in the attached articles of amendment;
  x
  (c) en
  vertu de larticle 179 de la Loi régissant les sociétés
  par actions de régime fédéral, tel quil est indiqué dans les
  clauses modificatrices ci-jointes;(d) under
  section 191 of the Canada Business
  Corporations Act as set out in the attached articles of reorganization;
  o
  (d) en
  vertu de larticle 191 de la Loi régissant les sociétés
  par actions de régime fédéral, tel quil est indiqué dans les
  clauses de réorganisation ci-jointes;(e) under
  section 192 of the Canada Business
  Corporations Act as set out in the attached articles of arrangement.
  o
  (e) en
  vertu de larticle 192 de la Loi régissant les sociétés
  par actions de régime fédéral, tel quil est indiqué dans les
  clauses darrangement ci-jointes;April 25,
  1994/le 25 avril 1994Director
   Directeur
  
  Date of
  Amendment  Date de modification  7530-21-938-2140(12-93)


Consumer andCorporate
  Consommation etAffairs Canada
  Affaires commerciales Canada
  FORM 4
  FORMULE 4ARTICLES OF AMENDMENT
  CLAUSES MOD1FICATRICESCanada Business
  Corporations Act
  Loi régissant les sociétés
  par actions de régime fédéral
  (SECTION 27 OR 177)
  (ARTICLE 27 OU 177)  1  Name of corporation  Dénomination de la société
  
  2  Corporation No.  N° de la sociétéIMPRIMERIES QUEBECORINC. /
  
  256168-9QUEBECOR PRINTING INC.  3  The
  articles of the above-named corporation are amended as follows:
  
  Les statuts de la société mentionnée cidessus sont modifiés de la
  facon suivante:From May 7, 1994, the outstanding subordinate voting shares and
  outstanding multiple voting shares of the Corporation are subdivided so that
  each shareholder of record at the close of business on May 6, 1994 shall
  receive, on May 7, 1994, three subordinate voting shares for each two
  subordinate voting shares of the Corporation or three multiple voting shares
  for each two multiple votingshares of the
  Corporation held, as the case may be. The Corporation shall not issue
  fractional shares in connection with the foregoing subdivision and in lieu
  thereof, a shareholder shall receive cash in an amount equal to the amount
  obtained by multiplying such fraction by the closing price of the subordinate
  voting shares on April 22, 1994 on The Montreal Exchange.
  
  Acompter du 7 mai 1994, les actions
  subalternes comportant droit de vote et les actions à droit de vote multiple
  de la Société  émises et en circulation sont
  fractionnées de sorte que chaque
  actionnaire inscrit à la Clôture des affaires le 6 mai 1994, reçoive, le 7
  mai1994, trois actions
  subalternes comportant droit de vote pour chaque deux actions subalternes
  comportant droit de vote de la Société ou trois actions à droit de vote multiple
  pour chaque deux actions à droit de vote multiple de la Société détenues, selon le cas. La Société néméttra pas de
  fraction daction en rapport avec le fractionnement et, au lieu, un actionnaire recevra un montant
  en numéraire égal au montant obtenu en multipliant la fraction par le cours de
  clôture des actions subalternes comportant droit de vote à la Bourse de Montréal le 22 avril 1994.
  Date
  
  Signature
  
  Title  Titre25 avril 1994
  
  
  
  Président
  OR DEPARTMENTAL USE ONLY  A LUSAGE DU MINISTERE SEULEMENT7530-21-938-1387(01-93)
  46
  
  Filed  DéposéeAPR
  AVR
  2 6 1994


Industry
  Canada
  Industrie
  Canada  Certificate
  
  Certificatof Amendment
  
  de modificationCanada Business
  
  Loi canadienne surCorporations Act
  
  les sociétés par actions  IMPRIMERIES QUEBECOR INC.
  
  256168-9QUEBECOR PRINTING INC.Name of
  corporation-Dénomination de la société
  
  Corporation
  number - Numero de la sociétéI hereby
  certify that the articles of the above-named corporation were amended
  
  Je certifie
  que les statuts de la société susmentionnée ont été modifiés :(a) under
  section 13 of the Canada Business
  Corporations Actin accordance with
  the attached notice;
  o
  (a) en
  vertu de larticle 13 de la Loi  canadienne sur les sociétés par actions, conformémentà lavis
  ci-joint;(b). under section 27
  of the Canada Business Corporations Act as
  set out in the attached articles of amendment designating a series of shares;
  o
  (b) en
  vertu de larticle 27 de la Loi  canadienne sur les sociétés par actions, tel quil est indiqué
  dans les clauses modificatrices ci-jointes désignant une série daction;(c) under
  section 179 of the Canada Business
  Corporations Act as set out in the attached articles of amendment;
  x
  (c) en
  vertu de larticle 179 de la Loi  canadienne sur les sociétés par actions, tel quil est indiqué
  dans les clauses modificatrices ci-jointes;(d) under
  section 191 of the Canada Business
  Corporations Act as set out in the attached articles of reorganization.
  o
  (d) en
  vertu de larticle 191 de la Loi  canadienne sur les sociétés par actions,tel quil est indiqué dans les clauses de réorganisation ci-jointes.April 25, 1996/le 25 avril 1996Director
   Directeur
  
  Date of
  Amendment  Date de modification


Industry
  Canada
  Industrie
  Canada
  FORM 4
  FORMULE 4ARTICLES OF AMENDMENT
  CLAUSES MOD1FICATRICESCanada Business
  Loi canadienne sur les
  (SECTION 27 OR 177)
  (ARTICLE 27 OU 177)Corporations Act
  sociétés par actions  1  Name of corporation  Dénomination de la société
  
  2  Corporation No.  N° de
  la sociétéIMPRIMERIES QUEBECORINC.
  
  256168-9QUEBECOR PRINTING INC.3  The articles of the above-named corporation are
  amended as follows:
  
  Les statuts de la société mantionée ci-dessus sont modifiés de la
  facon suivante:
  
  Lesstatuts de la
  Société sont, par les présentes, modifiés par 1ajout à 1article 7 de ce qui
  suit:
  
  En
  plus de combler les postes vacants au conseil dadministration, les administrateurs
  peuvent, sans excédar le nombre maximal dadministrateurs prévu aux statuts,
  nommer un ou plusieurs administrateurs, dont le mandat expire au plus tard à
  la clôture de la prochaine assemblée annuelle des actionnaires, à  condition
  que le nombre total des administrateurs ainsi nommés nexcéde pas le tiers du
  nombre des administrateurs élus á la derniére assemblée annuelle.
  
  * * * * * * * *
  *
  
  The Articles of the Corporation
  are hereby amended by  adding to
  paragraph 7 thereof the following:
  
  In addition
  to filling vacancies on the Board of Directors, the Directors may appoint,
  without exceeding the number of directors provided by the Articles, one or
  more directors who shall hold office for a term expiring not later than the
  close of the next annual meeting of shareholders, provided that the total
  numbarof directors so appointed may not exceed one third of the number of
  directors elected at the previous annual meeting of shareholders.  Date
  
  Signature
  
  Title  Titre23/04/96
  
  /s/ Claudine Tremblay
  
  Secrétaire adjointCLAUDINE TREMBLAYIC 3069
  (11-94) (cca 1387)
  
  
  
  FOR DEPARTMENTAL USE ONLY  A LUSAGE DU MINISTERE SEULEMENTFiled  DéposéeAPR
  AVR
  25 1996


Industry
  Canada
  Industrie
  Canada  Certificate
  
  Certificatof Amendment
  
  de modificationCanada Business
  
  Loi canadienne surCorporations Act
  
  les sociétés par actions  IMPRIMERIES QUEBECOR INC.
  
  256168-9QUEBECOR PRINTING INC.Name of corporation-Dénomination de la société
  
  Corporation number  Numéro de la sociétéI hereby
  certify that the articles of the above-named corporation were amended
  
  Je certifie
  que les statuts de la société susmentionnée ont  été modifiés :(a) under
  section 13 of the Canada Business
  Corporations  Act in
  accordance with the attached notice;
  o
  (a) en
  vertu de larticle 13 de la Loi canadienne sur les
  sociétés par actions, conformément a 1avis ci-joint;(b) under
  section 27 of the Canada Business
  Corporations Act as set out in the attached articles of amendment
  designating a series of shares;
  x
  (b) en
  vertu de larticle 27 de la Loi canadienne sur les
  sociétés par actions, tel quil est indiqué dans les clauses
  modificatrices ci-jointes designant une série dactions;(c) under
  section 179 of the Canada Business
  Corporations Act as set out in the attached articles of amendment;
  o
  (c) en
  vertu de larticle 179 de la Loi canadienne sur les
  sociétés par actions, tel quil est indiqué dans les clauses
  modificatrices ci-jointes;(d) under
  section 191 of the Canada Business
  Corporations Actas set out in the attached articles of reorganization.
  o
  (d) en
  vertu de larticle 191 de la Loi canadienne sur les
  sociétés par actions, tel quil est indiqué dans les clauses de réorganisation
  ci-jointes.November 5, 1997/le 5 novembre 1997Director
   Directeur
  
  Date
  of Amendment  Date de modification


Industry Canada
  
  Industrie CanadaCorporations Directorate
  
  Direction générale des Corporations9th floor, Journal Tower S,
  
  9th étage , Édifice
  Journal, Tour sud365 Laurier Avenue West
  
  365, avenue Laurier questOttawa, Ontario
  
  Ottawa {Ontario}K1A OCB
  
  K1A OCBYour file - Votre référenceNovember 6, 1997/le 6 novembre 1997Our file - Notre référence256168-9  Re - Objet  IMPRIMERIES
  QUEBECOR INC.QUEBECOR
  PRINTING INC.Enclosed herewith, is the
  document issued in the above matter.
  
  Vous trouverez ci-inclus
  le document émis dans laffaire précitée.A notice of issuance of
  CBCA documents will be published in the Canada Corporations Bulletin. A
  notice of issuance of CCA documents will be published in the Canada
  Corporations Bulletin and the Canada Gazette.
  
  Un avis de lémission de
  documents en vertu de la LCSA sera publié dans le Bulletin des sociétés canadiennes.
  Un avis de lémission de documents en vertu de
  la LCC sera publié dans le.Bulletin des sociétés canadiennes
  et dans la Gazette du Canada.IF A NAME OR CHANGE OF NAME IS INVOLVED, THE FOLLOWING CAUTION SHOULD
  BE OBSERVED:
  
  STL EST QUESTION DUNE DÉNOMINATION
  SOCIALE OU DUN CHANGEMENT DE DÉNOMINATION SOCIALE, LAVERTISSEMENTSUIVANT DOIT ÊTRE RESPECTÉ:This name is available for use as a corporate name subject to and
  conditional upon the applicants assuming full responsibility for any risk of
  confusion with existing business names and trade marks (including those set
  out in the relevant NUANS search report(s)). Acceptance of such responsibility
  will comprise as obligation to change the name to a dissimilar one in the
  event that representations are made and established that confusion is likely
  to occur. The use of any name granted is subject to the laws of the
  jurisdiction where the company carries on business.
  
  Cette dénomination sociale est disponible
  en autant que les requérants assument toute responsabilité
  de risque de confusion avec toutes dénominations
  commerciales et toutes marques de commerce existantes (y compris celles qui
  sont citées dans le(s) rapport(s) de
  recherches de NUANS pertinent(s)). Cette acceptation de resposabilité comprend lobligation de changer la
  dénomination de la société en une dénomination différente advenant
  le cas oú des représentations sont faites établissant quil y a une probabilité de confusion. Lutilisation de tout nom
  octroyé est sujette à toute loi de la juridiction
  ou la société exploite son entreprise.
  KIM
OBRIEN  For the Director General, Corporations Directorate
  
  pour le Directeur général,
  Direction générale des Corporations


Industry Canada
  
  Industrie CanadaFORM 4
  
  FORMULE 4Canada Business
  
  Loi canadienne sur les
  
  ARTICLES OF AMENDMENT
  
  CLAUSES MOD1FICATRICESCorporations Act
  
  sociétés par actions
  
  (SECTION 27 OR 177)
  
  (ARTICLES 27 OU 177)  1  Name of corporation  Dénomination de la société
  
  2 - Corporation No.- N° de la sociétéIMPRIMERIES QUEBECORINC.
  
  256168-9QUEBECOR PRINTING INC.3  The
  articles of the above-named corporation are amended as follows:
  
  Les statuts de la société mentionnée ei-dessus sont modifiés de la façon sulvante:12,000,000
  of the Preferred Shares of the Corporation which may be issued in series
  shall be designated as Series 2 Cumulative Redeemable First Preferred
  Shares (hereinafter referred to as the Series 2 Preferred Shares) and
  12,000,000 of the Preferred Shares of the Corporation which may be issued in
  series shall be designated as Series 3 Cumulative Redeemable First
  Preferred Shares (hereinafter referredto as the Series 3
  Preferred Shares). In addition to the rights, privileges, conditions and
  restrictions attaching to the Preferred Shares as a class, the Series 2 Preferred Shares and the
  Series 3 Preferred Shares shall have attached thereto the rights, privileges,
  conditions and restrictions set forth in section 3(A) and section 3(B),
  respectively, which sections are attached hereto as Schedule A and shall be
  added to Article 3 of the articles of the Corporation, immediately after
  subsection 3.2.10.
  
  12 000 000 des actions privilégiées de la Société pouvant étre émises en séries sont désignées << actions privilégiées de
  premier rang, rachetables et à dividende cumulatif, série 2>>(ci-aprés appelées les << Actions privilégiées série 2>>) et 12
  000 000 des actions
  privilégiées de la Société pouvant être émises en séries sont désignées «actions privilégiées de premier rang ; rachetables et à.
  dividende cumulatif, série 3>> (ci-aprs appelées les «Actions privilégiées série 3>>). Les Actions privilégiées série 2 et les Actions privilégiées série 3 comportent, outre les droits, privilèges, conditions et restrictions afférents aux Actions privilégiées en tant
  que catégorie, les droits, privilèges, conditions et restrictions décrits au paragraphe 3.2(A) et au
  paragraphe 3.2(B) respectivement, lesquels sont joints aux présentes en annexe «A» et sont ajoutés à larticle 3 des statuts de la Société, immédiatement à la suite du paragraphe 3.2.10.  Date
  
  Signature
  
  Title - TitreVice-President, Legal Affairs and Secretaryle 4 novembre, 1997
  
  (X)
  
  Vice-Président, affaires juridiques et secrétairePHILIPPE MONTELFOR DEPARTMENTAL USE ONLY - À LUSAGE DU MINISTERE SEULEMENTFiled  DéposéeNOV - 6 1997IC 3069 (2/96)


SCHEDULEA  3(A)Series 2 Preferred Shares  3(A).1Definitions  Unless
the context otherwise requires it, for purposes hereof:  3(A).1.1Series 2
Preferred Shares shall mean the Series 2 Cumulative Redeemable First
Preferred Shares and Series 3 Preferred Shares shall mean the Series 3
Cumulative Redeemable First Preferred Shares.  3(A).1.2Transfer Agent shall include all
mandataries of a transfer agent.  3(A).1.3Banks shall mean any two banks from among
the Royal Bank of Canada, the Bank of Montreal, The Bank of Nova Scotia, The
Toronto-Dominion Bank, the Canadian Imperial Bank of Commerce and the National Bank of Canada or any successor thereof, which the
Board of Directors may designate from time to time by means of a notice to
the Transfer Agent for the Series 2 Preferred Shares; such a notice shall
be given at least two business days prior to the beginning of a given Dividend Period
and shall take effect as of that moment; until such a notice is given, Banks
shall mean the National Bank of Canada and the Bank of Montreal.  3(A).1.4Exchange shall mean The Toronto Stock
Exchange or The Montreal Exchange, or any other stock exchange or organized
market in Canada as may be determined from time to time by an officer of the
Corporation as being the principal trading market for the Series 2
Preferred Shares.  3(A).1.5Calculated Trading Price shall mean, for a
given Month:  (i)            the aggregate of the Daily Adjusted
Trading Value for all Trading Days in such month,  divided
by  (ii)           the aggregate of the Daily Trading
Volume for all Trading Days in such month.  3(A).1.6Deemed Record Date means the last Trading
Day of a Month during the Floating Rate Period with respect to which no
dividend is declared by the Board of Directors of the Corporation.


3(A).1.7Dividend Payment Date shall mean:  (i)            during the Fixed Rate Period, the first
day of each of March, June, September and December in each year; and  (ii)           during the Floating Rate Period, the
12th day of
each Month, commencing with the month of January 2003  and
the first Dividend Payment Date shall be March 1, 1998.  3(A).1.8Ex-Dividend Date shall mean:  (i)            the Trading Day which, under the rules or
normal practices of the Exchange, is designated or recognized as the
ex-dividend date relative to any dividend record date for the Series 2
Preferred Shares; or  (ii)           if the Board of Directors fails to
declare a dividend in respect of a Month during the Floating Rate Period, the
TradingDay which, under the rules
or normal practices of the Exchange, would be considered as the ex-dividend
date relative to any Deemed Record Date for the Series 2 Preferred Shares.  3(A).1.9Daily Accrued Dividend Deduction shall mean,
for a given Trading Day:  (i)            the product obtained by multiplying
the dividend accrued or which would be accrued on a Series 2 Preferred
share in respect of the entire Month in which the Trading Day falls by the
number of days elapsed from but excluding the day prior to the Ex-Dividend Date
immediately preceding such Trading Day to and including such Trading Day (or,
if such Trading Day is an Ex-Dividend Date, by one day);  divided
by  (ii)           the number of days from and including
such Ex-Dividend Date to but excluding the following Ex-Dividend Date.  3(A).1.10Higher Rank, Equal Rank or Lower Rank
and similar expressions, whether used individually or collectively, shall mean
the order of priority of the shares of different classes or series as regards
the payment of  2


dividends
or the distribution of assets in the event of the winding-up, dissolution or
abandonment of the business of the Corporation, whether or not voluntary, or in
the event of any other repayment of capital or distribution of the assets of
the Corporation among its shareholders for purposes of winding up its affairs.  3(A).1.11Accrued and Unpaid Dividends shall mean (i) during
the Fixed Rate Period, the total of (A) all unpaid dividends on the Series 2
Preferred Shares for any Dividend Periods and (B) the amount calculated as
if the dividends on each Series 2 Preferred Share had accrued on a daily
basis as of the last Dividend Payment Date, inclusively, until the date on which
the calculation of accrued dividends is to be made, exclusively; and (ii) during
the Floating Rate Period, the total of (A) all unpaid dividends on the Series 2
Preferred Shares for any Dividend Periods and (B) the amount calculated as
if the dividends on each Series 2 Preferred Share had accrued on a daily
basis as of the first day of the Month following the Dividend Period in respect
of which the last monthly dividend was or will be paid, as the case may be,
inclusively, until the date on which the calculation of accrued dividends is to
be made, exclusively.  3(A).1.12Adjustment Factor shall mean, for a given
Month, the percentage, whether positive or negative, established on the basis
of the Calculated Trading Price of the Series 2 Preferred Shares for the
preceding Month, which Adjustment Factor shall be calculated as set forth in
the following table:  The Adjustment FactorIf the Calculated Trading Price for the preceding Month
  
  expressed as a % of theis
  
  Prime shall be$25.50 or more than $25.50
  
  -4.00
  %Greater than or equal to $25.375 and less
  than $25.50
  
  -3.00
  %Greater than or equal to $25.25 and less
  than $25.375
  
  -2.00
  %Greater than or equal to $25.125 and less
  than $25.25
  
  -1.00
  %Greater than $24.875 and less than $25.125
  
  NILGreaterthan $24.75 and less than or equal
  to $24.875
  
  +1.00
  %Greater than $24.625 and less than or equal
  to $24.75
  
  +2.00
  %Greater than $24.50 and less than or equal
  to $24.625
  
  +3.00
  %$24.50 or less than $24.50
  
  +4.00
  %  3


The
maximum Adjustment Factor for a given Month shall be +4.00% of the
Prime. Notwithstanding any provision hereof to the contrary, if, during a given
Month, at least one board lot of Series 2 Preferred Shares is not traded
on the Exchange, the Adjustment Factor for the following Month shall be NIL.  3(A).1.13Close of Business shall mean, for purposes
of depositing any Series 2 Preferred Share for purposes of redemption or
conversion, the standard closing time of the office of the Transfer Agent for
the Series 2 Preferred Shares where the shareholder in question may deposit and
does deposit the said share.  3(A).1.14Month shall mean a calendar month.  3(A).1.15Dividend Period shall mean:  (i)            during the Fixed Rate Period, the
period from and including a Dividend Payment Date to but not including the next
succeeding Dividend Payment Date, and  (ii)           during the Floating Rate Period, a
calendar month.  3(A).1.16Fixed Rate Period shall mean the period commencing
with the date of issue of the Series 2 Preferred Shares and ending on and
including November 30, 2002.  3(A).1.17Floating Rate Period shall mean the period
commencing immediately after the end of the Fixed Rate Period and continuing
for so long as any of the Series 2 Preferred Shares shall be outstanding
(and, for greater certainty, if the Floating Rate Period terminates because Series 2
Preferred Shares are no longer outstanding and Series 2 Preferred Shares
are subsequently reissued, such Period shall recommence immediately upon the
reissuance of Series 2 Preferred Shares and shall continue thereafter for
so long as any of the Series 2 Preferred Shares shall be outstanding.)  3(A).1.18Prescribed Percentage shall mean, for the
Month of December 2002, 85%, and for each subsequent Month, the Adjustment
Factor for the said Month plus the Prescribed Percentage for the Preceding
Month, provided the Variable Annual Dividend Rate for a given Month is never
less than 50% nor more than 100% of the Prime for the said Month.  3(A).1.19Trading Day means if the Exchange is a
stock exchange in Canada, a day on which the Exchange is open for trading or,
in any other case, a business day.  4


3(A).1.20Annual Dividend Rate shall mean the Fixed
Annual Dividend Rate or the Variable Annual Dividend Rate, as the case may be,
which, pursuant to the present subsection 3(A).1, is applicable at the relevant
time.  3(A).1.21Fixed Annual Dividend Rate shall mean 5.0%
per annum.  3(A).1.22Variable Annual Dividend Rate shall mean,
for a given Month, the interest rate expressed as an annual percentage (rounded
to the nearest one-thousandth (1/1000) of one percent (1%)) which is equal to
the Prime for the given Month, multiplied by the Prescribed Percentage for that
Month.  3(A).1.23Prime Rate for any day means the average
(rounded to the nearest one-thousandth (1/1000) of one percent (1%)) of the
annual rates of interest announced from time to time by the Banks as the
reference rates then in effect for such day for determining interest rates on
Canadian dollar commercial loans made to prime commercial borrowers in Canada.
If one of the Banks does not have such an interest rate in effect on a day, the
Prime Rate for such day shall be such interest rate in effect for that day of
the other Bank; if both Banks do not have such an interest rate in effect on a
day, the Prime Rate for that day shall be equal to 1.5% per annum plus the
average yield expressed as a percentage per annum on 91-day Government of
Canada Treasury Bills, as reported by the Bank of Canada, for the weekly tender
for the week immediately preceding that day; and if both of such Banks do not
have such an interest rate in effect on a day and the Bank of Canada does not
report such average yield, the Prime Rate for that day shall be equal to the
Prime Rate for the next preceding day. The Prime Rate shall be determined from
time to time by an officer of the Corporation from quotations supplied by the
Banks or otherwise publicly available. Such determination shall, in the absence
of manifest error, be final and binding upon the Corporation and upon all
holders of Series 2 Preferred Shares.  3(A).1.24Prime shall mean, for a given Month, the
average (rounded to the nearest one-thousandth (1/1000) of one percent (1%)) of
the Prime Rate in effect on each day of such Month. Prime shall be established,
from time to time, by an officer of the Corporation.  In the absence of a manifest error, the
decision of the said officer shall be final and binding upon the Corporation
and all holders of Series 2 Preferred Shares.  5


3(A).1.25Daily Adjusted Trading Value for any
Trading Day means:  (a)           the aggregate dollar value of all
transactions of Series 2 Preferred Shares on the Exchange (made on the
basis of the normal settlement period in effect on the Exchange) occurring during
such Trading Day;  less  (b)           the Daily Trading Volume for such
Trading Day multiplied by the Daily Accrued Dividend Deduction for such Trading
Day.  3(A).1.26Daily Trading Volume for any Trading Day
means the aggregate number of Series 2 Preferred Shares traded in all
transactions on the Exchange (made on the basis of the normal settlement period
in effect on the Exchange) occurring during such Trading Day.  3(A).2Interpretation  3(A).2.1Subject to paragraph 3(A).2.2 hereof, every
notice, cheque or other communication from the Corporation provided for in
these presents shall be validly given if it is delivered or sent by prepaid
ordinary mail to holders of Series 2 Preferred Shares at their respective
addresses as set forth in the register or registers of the Series 2
Preferred Shares of the Corporation or, failing such registration, to the
Corporations last known address for any such holder. As regards joint holders,
every notice, cheque or other communication from the Corporation provided for
in these presents shall be validly given if it is mailed as stipulated in the
preceding sentence to the address of the joint holder whose name appears first on
the register or registers of the Series 2 Preferred Shares as a joint
holder of the said shares. The involuntary or accidental omission to send a
notice or other communication to one or more holders of Series 2 Preferred
Shares shall not affect the validity of notices or other communications validly
given nor shall it affect measures taken as a result of such a notice; however,
as soon as such an omission is discovered, the notice or other communication,
as the case may be, shall be sent immediately to the holder(s) in
question.  3(A).2.2If there is an interruption or threatened
interruption of the postal service in any territory in which, according to the
addresses recorded in the register or registers of the Series 2 Preferred
Shares of the Corporation, holders of Series 2 Preferred Shares reside,
the Corporation may (without being obliged) give the said notice to the holders
residing in such territory by publishing it once, two weeks in a  6


row,in a widely circulated daily newspaper published or distributed in the
capital of such territory or, if the Corporation keeps a register of transfers
of the Series 2 Preferred Shares in the said territory, in the city in
this territory in which the register of transfers is kept. Every notice given
by means of publication shall be deemed to have been given validly for all
purposes.  3(A).2.3Every notice sent by mail shall be deemed to
have been given on the day it is mailed, unless, on the day it is mailed or on
the following day there is an interruption of the postal service in the
territory in which or to which the notice was mailed. Every notice given by
means of publication shall be deemed to have been given on the day of the first
publication in the city in which it is published.  3(A).2.4 If the day on which dividends are payable on
the Series 2 Preferred Shares or on which any other measures are to be
taken or
should have been taken pursuant
to these presents is not a business day, the dividends shall be paid or the other measures shall be taken, as the case may be, on the
following business day; business day shall mean any day other than a Saturday,
a Sunday or a legal holiday in the place where the Corporation has its head
office at the time in question.  3(A).2.5All amounts set forth. in these presents are expressed in Canadian
dollars.  3(A).2.6Notwithstanding any provision to the contrary
set forth in these presents, the payment of any sum of money may be made by
electronic transfer or by any other means which the Board of Directors may
approve, instead of being made by cheque. In such an event, the payment of sums
of money to holders of Series 2 Preferred Shares shall be deemed to constitute
payment and shall release the Corporation from all its obligations with respect
to the payment of such sums, up to
the amount represented thereby,
unless the payment is not honoured by the Corporation.  3(A).3Right
to Dividends and Calculation of the Prescribed Percentage  To
the extent it is declared by the Board of Directors, holders of Series 2
Preferred Shares shall be entitled to receive a cumulative preferred cash
dividend drawn from the funds of the Corporation which may be allocated for the
payment of dividends, at such rates and on such dates as are provided for in
these presents. Dividends on the Series 2 Preferred Shares shall accrue
daily as of (i) their date of issuance, inclusively, or (ii) the last
Dividend Payment Date, inclusively, on which dividends
were paid or allocated for payment, whichever occurs last, and shall be
payable, provided they are declared by the Board of Directors, quarterly during
the Fixed Rate Period and monthly during
the Floating Rate Period.  7


Cheques
issued by the Corporation, representing the amount of such dividends, which
cheques shall be drawn on a Canadian chartered bank and shall be negotiable at
par at any branch of such bank within Canada, shall be issued to holders of Series 2
Preferred Shares entitled thereto. The mailing of such cheques to registered
holders of Series 2 Preferred Shares shall be deemed to constitute payment
of such dividends and shall release the Corporation from all its obligations
with respect to the payment of such dividends, up to the amount of the cheques
(and of any taxes which must be and are deducted or withheld on such cheques),
unless the cheques are not honoured at the time they are presented for payment.
If, on a given Dividend Payment Date, the dividends which are payable on that
date are not paid in full on all the then outstanding Series 2 Preferred
Shares, the said dividends or the unpaid amount thereof shall be paid on one or
more subsequent dates to be set by the Board of Directors and on which the
Corporation has the necessary funds which may validly be allocated for the
payment of dividends. Holders of Series 2 Preferred Shares shall not be
entitled to any dividends other than the cash dividend provided for in these
presents, nor shall they be entitled to any dividends in excess thereof. Any
dividends represented by a cheque which has not been duly presented for payment
within six years following its issuance or which have not otherwise been
claimed during the six years following the date on which they were declared
payable or allocated for purposes of payment shall vest in the Corporation.  3(A).3.1Fixed Rate Period  During the Fixed Rate Period dividends on the Series 2
Preferred Shares shall be paid quarterly, provided they have been declared by
the Board of Directors, at the Fixed Annual Dividend Rate. Therefore, on each
Dividend Payment Date during the Fixed Rate Period, except December 1,
1997, but including December 1, 2002, the dividend payable shall be
$0.3125 per Series 2 Preferred Share. For greater certainty, the amount of
the first quarterly dividend, if it is declared, which shall be payable with
respect to each Series 2 Preferred Share outstanding on March 1, 1998shallcorrespond to the
sum of the amount accrued on the share in question from issuance and until November 30,
1997, inclusively, and $0.3125. Thus, if declared, the initial dividend shall be
payable on March 1, 1998 and shall be in the amount of $0.3776 per share,
assuming that the date of issuance is November 12, 1997.  3(A).3.2Floating Rate Period  During the Floating Rate Period dividends on the Series 2
Preferred Shares shall be paid monthly, provided they have been declared by the
Board of Directors, on the annual basis of the Variable Annual Dividend Rate as
calculated from time to time. Therefore, oneachDividend Payment Date during the Floating
Rate Period, the dividend payable on the Series 2 Preferred Shares shall be the
amount (rounded to the nearest one-thousandth (1/1000) of a cent) obtained by
multiplying $25.00 by the Variable Annual Dividend Rate applicable to the Month  8


preceding
the said Dividend Payment Date and dividing the product so obtained by 12. On
the condition that the Board of Directors declares the dividend, the record date
for purposes of establishing holders of Series 2 Preferred Shares entitled
to receive dividends on each Dividend Payment Date during the Floating
Rate Period shall be the last Trading Day of the preceding Month. In the event
of the redemption or purchase of Series 2 Preferred Shares during the
Floating Rate Period, or in the event of the distribution of the assets of the
Corporation during the said period, as provided for in subsection 3(A).4 of
these presents, the amount of dividends accrued during the Month in which the
redemption, purchase or distribution occurs (rounded to the nearest one-thousandth
(1/1000) of a cent) shall be calculated by multiplying  (i)            the product of the multiplication of
$25.00 by one-twelfth (1/12) of the Variable Annual Dividend Rate applicable to
the preceding Month;  by  (ii)           a fraction whose numerator shall be
the number of days elapsed during the Month in which the redemption, purchase
or distribution occurs until the day on which said event occurs, excluding that
day, and whose denominator shall be the number of days in the said Month.  3(A).3.3Calculation of the Prescribed Percentage  As soon as is possible, the Corporation shall
calculate the Prescribed Percentage for each Month and shall give notice
thereof to all securities exchanges in Canada on which the Series 2
Preferred Shares are listed for trading; if the Series 2
Preferred Shares are not listed for trading on any securities exchange in
Canada, the Corporation shall notify the Investment Dealers Association of
Canada or it shall give notice thereof by publishing the Prescribed Percentage
once in the national edition of the English daily The Globe & Mailand once in the city of Montreal
in widely circulated French and English daily newspapers; however, if the daily
newspaper in question is no longer widely circulated at the time of publication, the notice shall be published
in an equivalent publication.  3(A).4Rights
on Liquidation  In the event of any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other return of capital
or distribution of assets of the Corporation among its shareholders for the
purpose of winding-up its affairs, the holders of the Series 2 Preferred
Shares will be entitled to receive $25.00 per Series 2 Preferred Share
together with the amount equal to all accrued and unpaid dividendsthereon, whether or not declared,
calculated to but excluding the date of payment or distribution, before any
payment or distribution is made to holders of Multiple  9


Voting Shares and Subordinate Voting Shares or any other shares of the
Corporation ranking junior to the Series 2 Preferred Shares. Upon payment
of such amounts, the holders of the Series 2 Preferred Shares will not be
entitled to share in any further distribution of assets of the Corporation.  3(A).5Redemption of Shares at the Option of the Corporation  The
Corporation shall not be entitled to redeem any of the Series 2 Preferred
Shares prior to December 1, 2002. Subject to applicable laws and to
subsection 3(A).8 hereof, after having given notice in the manner set forth
hereinafter, the Corporation shall be entitled to do the following (i) on
December 1, 2002, redeem not less than all of the outstanding Series 2
Preferred Shares in consideration for payment of the amount of $25.00 for each
share so redeemed, and (ii) at any time after December 1, 2002,
redeem not less than all of the outstanding Series 2 Preferred Shares in
consideration for payment of the amount of $25.50 for each share so redeemed;
in each case, the aforementioned consideration shall be increased by the amount
of Accrued and Unpaid Dividends on such shares up to, but not including, the
date established for the redemption, whether or not such dividends have been
declared, and such increased consideration shall constitute the redemption
price.  No
less than 45 days and no more than 60 days prior to the contemplated redemption
date, the Corporation shall give a written notice of
its intention to redeem the Series 2 Preferred Shares to each person who,
on the date of sending of the said notice, is a holder of the shares to be
redeemed. The notice shall set forth the redemption price and the date
established for the redemption; on or after the redemption date,
upon presentation and remittance of the certificate or certificates
representing the Series 2 Preferred Shares at any place or places in
Canada mentioned in the notice, the Corporation shall pay or see to the payment
of the redemption price to holders of Series 2 Preferred Shares to be redeemed
(less any taxes which must be deducted or withheld in respect of the redemption
price). Payment shall be made by cheque negotiable at par at any
branch of the Corporations banks located within Canada. As of the date
mentioned in the notice, holders of Series 2 Preferred Shares called for
purposes of redemption shall not be entitled to any further dividends on such
shares nor shall they be entitled to exercise any rights as shareholders with
respect to such shares, unless the Corporation fails to pay the redemption
price, in which case the holders rights shall remain unchanged. At any time
after the aforementioned redemption notice has been given, the Corporation
shall be entitled to deposit the amount of the redemption price of all or part
of the Series 2 Preferred Shares called for purposes of redemption in one
or more chartered banks or trust companies within Canada who shall have been
named in the redemption notice. Such deposits shall be made in one or more
special trust accounts for the benefit of holders of shares to be redeemed, and
the amounts shall be paid to them by such banks or trust companies upon
remittance of the certificate or certificates; once these deposits have been
made, the shares shall be deemed to have been redeemed on the date set forth in
the redemption notice. After the Corporation has effected a deposit in the
aforementioned manner with respect to any of the shares, as of the redemption
date holders of such shares shall not have any further rights as shareholders
with respect to such shares and their rights shall be limited to the collection
of the portion of the deposited  10


amounts
applicable to such shares, without interest (less any taxes which must be
deducted or withheld in respect of said amount); any accrued interest on such
deposits shall belong to the Corporation.  3(A).6Purchase for Purposes of Cancellation  Subject
to the provisions of subsection 3(A).8 hereof, the Corporation shall at all
times be entitled to purchase, for purposes of cancellation, all or part of the
Series 2 Preferred Shares outstanding from time to time, such purchase to
be made on the open market through the intermediary of an investment dealer or
any member firm of a recognized Exchange or by private agreement or otherwise,
at the lowest price at which, in the opinion of the Board of Directors of the
Corporation, these shares may be obtained, plus an amount equal to all Accrued
and Unpaid Dividends thereon and the purchase costs.  3(A).7Conversion
of Series 2 Preferred Shares into Series 3 Preferred Shares  3(A).7.1Conversion at the Option of the Holder  Subject to the provisions and conditions hereof, on December
1, 2002 and on December 1st of every fifth year thereafter (a Conversion
Date), holders of Series 2 Preferred Shares shall have the option to convert all or part of the Series 2 Preferred
Shares registered in their name into Series 3 Preferred Shares of the
Corporation on the basis of one Series 3 Preferred Share for each Series 2
Preferred Share. The Corporation shall give a written notice to holders of Series 2
Preferred Shares which are then outstanding setting forth the Selected
Percentage Rate (as defined in subsection 3(B).1 hereof) which has been
determined by the Board of Directors and which shall be applicable during the subsequent
Fixed Dividend Rate Period (as defined in subsection 3(B).1 hereof) as well as
the conversion right provided for herein. The said notice shall indicate the
Conversion Date and shall be given at least 45 days and no more than 60
days prior to the applicable Conversion Date.  If, as provided for in subsection 3(A).5, the
Corporation notifies holders of Series 2 Preferred Shares of the
redemption of all the Series 2 Preferred Shares, it shall not be required
to notify them, as provided for in the present subsection 3(A).7.1, of the
Selected Percentage Rate (as defined in subsection 3(B).1 hereof) for the Series 3
Preferred Shares nor of their right of conversion; moreover, the rights of each
holder of Series 2 Preferred Shares to convert such shares, as set forth
in these presents, shall terminate.  11


If, after the Close of Business on the 14th day preceding a Conversion
Date, the Corporation determines that there would be less than 1,000,000 Series 3
Preferred Shares outstanding on the Conversion Date, taking into account all Series
2 Preferred Shares deposited for purposes of conversion into Series 3
Preferred Shares and, if applicable, all Series 3 Preferred Shares
deposited for purposes of conversion into Series 2 Preferred Shares,
holders of Series 2 Preferred Shares shall not be entitled to convert
their shares into Series 3 Preferred Shares. No later than seven days
prior to a given Conversion Date, the Corporation shall give written notice of
such a situation to the holders of Series 2 Preferred Shares affected by this
situation and, prior to the said Conversion Date, it shall, at its own expense,
issue and send to holders of Series 2 Preferred Shares having deposited
one or more certificates representing Series 2 Preferred Shares for
purposes of conversion, new certificates representing the Series 2
Preferred Shares represented by one or more certificates deposited as mentioned
hereinabove, or, prior to the said Conversion Date, it shall, at its own
expense, return to such holders the said certificates deposited for purposes of
conversion and representing Series 2 Preferred Shares.  3(A).7.2Automatic Conversion  If, after the Close of Business on the 14th day preceding a Conversion Date, the
Corporation determines that there would be less than 1,000,000 Series 2 Preferred Shares outstanding on
the Conversion Date, taking into account all Series 2 Preferred Shares
deposited for purposes of conversion into Series 3 Preferred Shares and,
if applicable, all Series 3 Preferred Shares deposited for purposes of
conversion into Series 2 Preferred Shares, all but not less than all of
the remaining outstanding Series 2 Preferred Shares shall be converted
automatically into Series 3 Preferred Shares on the basis of one Series 3,
Preferred Share for each Series 2 Preferred Share, the whole as of the
Close of Business on the applicable Conversion Date; in such a case, the
Corporation shall give a written notice to that effect to holders of such
remaining Series 2 Preferred Shares no later than seven days prior to the
Conversion Date.  3(A).7.3Exercise of the Conversion
Privilege  The conversion of Series 2 Preferred
Shares may be effected by remitting the certificate or certificates
representing the said shares, no earlier than 45 days prior to a given
conversion Date and no later than the Close of Business on the 14th day preceding the said Conversion Date, during
regular business hours at any office of a Transfer Agent of the Corporation
where the Series 2 Preferred Shares may be transferred; such share
certificates shall be remitted together with the following: (i) payment or
a receipt evidencing the payment of all taxes (if any) payable as provided for
in the present paragraph 3(A).7.3; and (ii) a remittance  12


instrument deemed acceptable by the Corporation and duly signed by the
holder or his attorney duly authorized in writing, which instrument may set
forth the holders wish to only convert part of the Series 2 Preferred
Shares represented by such certificate or certificates, which shares have not
yet been called for purposes of redemption, in which event the Corporation
shall issue and mail to the said holder, at the Corporations own expense, a
new certificate
representing the Series 2
Preferred Shares represented by such certificate or certificates and which have
not been converted.  If the Corporation is required to convert all
of the remaining outstanding Series 2 Preferred Shares into Series 3
Preferred Shares on the applicable Conversion Date, as provided for in
subsection 3(A).7.2 hereof, the Series 2 Preferred Shares which holders
had not chosen to convert shall be converted into Series 3 Preferred
Shares on the said Conversion Date, and holders of such shares shall be deemed
to be holders of Series 3 Preferred Shares as of the Close of Business on the
Conversion Date and, after they shall have remitted, during regular business
hours at any office of a Transfer Agent of the Corporation where the Series 2
Preferred Shares may be transferred, the certificate or certificates
representing Series 2 Preferred Shares not previously remitted for
purposes of conversion, they shall be entitled to receive one or more certificates
representing the same number of Series 3 Preferred Shares in the manner
and according to the provisions set forth in the present subsection 3(A).7.3.  As soon as possible after a given Conversion
Date, the Corporation shall issue and mail to a holder of Series 2
Preferred Shares which have been so remitted, or in accordance with the holders
written instructions, one or more certificates issued in his name or in the
name of the person or persons designated by him, such certificate or
certificates to be issued for the number of fully paid and non assessable Series 3
Preferred Shares and remaining Series 2 Preferred Shares, ifany, to which the holder is entitled. Such
conversion shall be deemed to have been made at the Close of Business on the
Conversion Date, such that the rights of
the holder of such Series 2 Preferred Shares, in his capacity as holder
thereof, shall cease as of that moment and the person or persons entitled to
receive the Series 3 Preferred Shares as a result of the conversion shall
be considered, for all purposes, as the registered holder or holders of the
said Series 3 Preferred Shares at that moment.  The holder of any Series 2 Preferred
Share registered as holder on the record date for purposes of payment of any
dividend declared payablein respect of
such share shall be entitled to the said dividend even if the share is
converted into a Series 3 Preferred Share after the record date and prior
to the date of payment of the said dividend or on such date.  13


The issuance of Series 3 Preferred Share
certificates at the time of the conversion of Series 2 Preferred Shares
shall be made atno
cost to holders
converting their Series 2 Preferred Shares as regards any fees applicable
to the issuance of the said certificates or the Series 3 Preferred Shares represented thereby. However, the
holder converting such shares or the assignee thereof shall be required to pay
all taxes, whether governmental or otherwise, likely to be imposed upon him
with respect to the transaction, and the Corporation shall be entitled to
demand that such taxes be paid or that proof of payment be presented.  3(A).7.4Status of Converted Series 2 Preferred Shares  None of the Series 2 Preferred Shares
which have been converted into Series 3 Preferred Shares on a given
Conversion Date shall be cancelled; these shares shall once again become
authorized but unissued Series 2 Preferred Shares of the Corporation as at
the Close of Business on the Conversion Date.  3(A).7.5Notice of the Annual Dividend Rate Applicable to Series 3
Preferred Shares  Within three days following the determination
of the Annual Dividend Rate (as defined in subsection 3(B).1 hereof), the
Corporation shall notify holders of Series 2 Preferred Shares thereof by
publishing same once in the national edition of the English dailyThe Globe &
Mailand once in
the city of Montreal in a widely circulated French daily newspaper and a widely
circulated English daily newspaper; however, if any of the daily newspapers in
question is no longer widely circulated at the time of publication, the notice
shall be published in an equivalent publication.  3(A).8Restrictions
Regarding Dividends and the Retirement of Shares  The Corporation will not, without the approval of the holders of
outstanding Series 2 Preferred Shares:  3(A).8.1pay or set apart for payment
any dividends (other than stock dividends payable in any shares of the
Corporation ranking junior to the Series 2 Preferred Shares) on any shares
of the Corporation ranking junior to the Series 2 Preferred Shares;  3(A).8.2call for redemption, redeem,
purchase or otherwise retire for value or make any capital distribution on or
in respect of any shares of the Corporation ranking junior to the Series 2
Preferred Shares (except out of the net cash proceeds of a substantially
concurrent issue of shares of the Corporation ranking junior to the Series 2
Preferred Shares);  14


3(A).8.3call for redemption, redeem,
purchase or otherwise retire for value less than all the Series 2
Preferred Shares then outstanding; or  3(A).8.4call for redemption, redeem, purchase
or otherwise retire for value (except in connection with the exercise of any
retraction privilege or mandatory redemption obligation attaching thereto) any
other shares of the Corporation ranking on a parity with the Series 2
Preferred Shares, provided that, for greater certainty, the covenant in this
paragraph 3(A).8.4 shall not limit or affect any such action in respect of any
class of shares ranking in priority to the Series 2 Preferred Shares;  unless, in each such case, all cumulative preferential dividends
accrued on outstanding Series 2 Preferred Shares up to and including the
dividend payable on the last preceding Dividend Payment Date shall have been
declared and paid or set aside for payment.  The approval of holders of Series 2 Preferred Shares required
pursuant to the present subsection 3(A).8 may be given in accordance with the
third paragraph of subsection 3(A).9 and subsection 3(A).12. Notwithstanding
the provisions of subsection 3(A).12 hereof, any approval required pursuant to
the present subsection 3 (A).8 shall be given only by means of a favourable
vote of holders of a majority of the series 2 Preferred Shares in attendance or
represented ata
meeting or adjourned
meeting of holders of Series 2 Preferred Shares duly called-for such purpose and at which a quorum is
present.  3(A).9Voting Rights  Unless otherwise provided for at law, holders of Series 2
Preferred Shares shall notbe entitled
to vote at meetings of shareholders of the Corporation, nor shall they be
entitled to receive notices of such meetings or to attend same, except as
provided for in the following paragraph.  If the Corporation fails to pay the full amount of eight quarterly
dividends or 24 monthly dividends, as the case may be, in respect of the Series 2
Preferred Shares (and, for such purposes, the failure to pay a quarterly
dividend shall be deemed to be a failure to paythree monthly dividends), whether or not such
failures are consecutive, holders of Series 2 Preferred Shares Shall be
entitled to receive notice of every meeting of shareholders of the Corporation
(other than a separate meeting reserved only for holders of any other class or
series of shares) which is held more than 60 days after the date of the first
failure to pay and they shall be entitled to vote thereat, together with the
holders of Multiple Voting Shares and Subordinate Voting Shares and the holders
of shares of any other class or series of shares entitled to vote thereat, on
the basis of one vote per Series 2 Preferred Share held, such rights to exist
until all arrears of dividends on the Series 2 Preferred Shares, shall
have been paid, at which time the said rights shall terminate and shall be
revived only if the Corporation is once again in default pursuant to the
provisions of the present subsection 3(A).9.  15


Each Series 2 Preferred Share shall confer one vote upon its
holder with respect to any measures to be taken by the Corporation which
require the approval of holders of Series 2 Preferred Shares voting as a
series.  3(A).10Issuance of Additional Preferred Shares  The Corporation shall be entitled to issue additional series of
preferred shares of an Equal Rank with the Series 2 Preferred Shares or of
a Lower Rank than the Series 2 Preferred Shares without the approval of
holders of Series 2 Preferred Shares.  3(A).11Modifications  The provisions attaching to the Series 2 Preferred Shares as a
series may be repealed or amended from time to time, provided the approvals
then required by the Canada Business
Corporations Actor any successor legislation, as amended fromtime to time, have been given in accordance with the
third paragraph of subsection 3(A).9 and subsection 3(A).12.  None of the provisions
of the articles of the Corporation relating to Series 2 Preferred Shares
as a series shall be amended in any manner whatsoever, unless the provisions
relating to Series 3 Preferred Shares as a series, if applicable, are amended at the same time to the extent
deemed necessary by the Corporation such that the amendments to the Series 3
Preferred Shares shall be of the same nature and scope as the amendments to the Series 2 Preferred
Shares, mutatis mutandis.  If there are no Series 2 Preferred Shares issued or outstanding,
the Corporation shall not be entitled to amend or otherwise modify the
provisions attaching to the Series 2 Preferred Shares as set forth in the
articles of the Corporation, unless the amendment or modification in question
is also approved by holders of Series 3 Preferred Shares then outstanding,
which approval shall be obtained in accordance with the third paragraph of
subsection 3(A).9 and subsection 3(A).12 hereof.  3(A).12Approval of Holders of Series 2 Preferred Shares  Every approval of holders of Series 2 Preferred Shares shall be
deemed to have been given validly for all purposes if it is given by holders of
Series 2 Preferred Shares in accordance with the provisions attaching to
preferred shares, as a class, as same are applicable to these presents, mutatis
mutandis.  3(A).13Tax Election  The
Corporation shall make a tax election, in the manner and within the deadline
prescribed by the Income Tax Act(Canada), pursuant
to paragraph 191.2(1) of Part VI.1 of the said  16


Act(or
any other successor or replacing provision of similar scope), and it shall take
all necessary measures in accordance with the said Actin order to pay or see to the payment of the tax payable
pursuant to Part VI.1 of the said Act(or
any other successor or replacing provision of similar scope) at a rate such
that no holder of Series 2 Preferred Shares that is a Corporation shall be
required, pursuant to section 187.2 of Part IV.1 of the said Act(or any other successor or replacing
provision of similar scope), to pay tax on the dividends received in respect of the Series 2 Preferred Shares.  17


3(B)Series 3
Preferred Shares  3(B).1Definitions  Unless the context otherwise requires it, for purposes hereof:  3(B).1.1Series 3 Preferred Shares
shall mean the Series 3 Cumulative Redeemable First Preferred Shares and Series 2
Preferred Shares shall mean the Series 2 Cumulative Redeemable First
Preferred Shares.  3(B).1.2Transfer
Agent shall include
all mandataries of a transfer agent.  3(B).1.3Dividend Payment Date shall mean
the first day of March, June, September and December.  3(B).1.4Higher Rank, Equal Rank or
Lower Rank and similar expressions, whether used individually or
collectively, shall mean the order of priority of the shares of different
classes or series as regards the payment of dividends or the distribution of
assets in the event of the winding-up, dissolution or abandonment of the
business of the Corporation, whether or not voluntary, or in the event of any
other repayment of capital or distribution of the assets of the Corporation
among its shareholders for purposes of winding up its affairs.  3(B).1.5Accrued and Unpaid Dividends
shall mean the total of (i) all unpaid dividends on the Series 3 Preferred
Shares for any quarters and (ii) the amount calculated as if the dividends
on each Series 3 Preferred Share had accrued on a daily basis as of the last
Dividend Payment Date, inclusively, until the date on which the calculation of
accrued dividends is to be made, exclusively.  3(B).1.6Close of Business shall mean,
for purposes of depositing any Series 3 Preferred Share for purposes of
redemption or conversion, the standard closing time of the office of the
Transfer Agent for the Series.3 Preferred Shares where the shareholder in question may deposit and
does deposit the said share.  3(B).1.7Fixed Dividend Rate Period shall
mean, for the initial Fixed Dividend Rate Period, the period commencing on December 1,
2002 and ending on November 30, 2007, and
for each succeeding Fixed Dividend Rate Period, it shall mean the period
beginning on the day following the end of the preceding Fixed Dividend Rate
Period and ending on and including November 30 in the fifth year
immediately thereafter.  18


3(B).1.8Government of Canada Bond Yield
shall mean, on a given date, the average of the yields designated by two
registered Canadian investment dealers, chosen by the Board of Directors of the
Corporation, as being the yield to maturity on such date, compounded every six
months and calculated in accordance with generally accepted financial
principles, which a non-callable Government of Canada Bond which may not be
pre-paid would have if it were issued in Canada in Canadian dollars at 100% of
its principal amount on such date with a term to maturity of five years.  3(B).1.9Annual Dividend Rate shall mean,
for any Fixed Dividend Rate Period, the rate of interest expressed as a
percentage per annum (rounded to the nearest one-thousandth (1/1000) of one
percent (1%)) which is equal to the Government of Canada Bond Yield multiplied
by the Selected Percentage Rate for such Fixed Dividend Rate Period.  3(B).1.10Selected Percentage Rate for a
Fixed Dividend Rate Period means the rate expressed as a percentage of the
Government of Canada Bond Yield determined by the Board of Directors of the
Corporation to be applicable for such Fixed Dividend Rate Period as set forth
in the notice to the holders of the Series 3 Preferred Shares, given in
accordance with the terms and conditions attaching to the Series 3
Preferred Shares, which rate shall be not less than 80% of the Government of
Canada Bond Yeld.  3(B).2Interpretation  3(B).2.1Subject to paragraph 3(B).2.2
hereof, every notice, cheque or other communication from the Corporation
provided for in these presents shall be validly given if it is delivered or
sent by prepaid ordinary mail to holders of Series 3 Preferred Shares at their
respective addresses as set forth in the register or registers of the Series 3
Preferred Shares of the Corporation or, failing such registration, to the
Corporations last known address for any such holder. As regards joint holders,
every notice, cheque or other communication from the Corporation provided for in these presents shall be validly given if it
is mailed as stipulated in the preceding sentence to the address of the joint holder
whose name appears first on the register or registers of the Series 3
Preferred Shares as a joint holder of the said shares.  The involuntary or accidental omission to send
a notice or other communication to one or more holders of Series 3
Preferred Shares shall not affect the validity of notices or other
communications validly given nor shall it affect measures taken as a result of
such a notice; however, as soon as such an omission is discovered, the notice
or other communication, as the case may be, shall be sent immediately to the
holder(s) in question.  19


3(B).2.2If there is an interruption or threatened interruption of the postal
service in any territory in which, according to the addresses recorded in the
register or registers of the Series 3 Preferred Shares of the Corporation,
holders of Series 3 Preferred Shares reside, the Corporation may (without
being obliged) give the said notice to the holders residing in such territory
by publishing it once, two weeks in a row, in a widely circulated daily newspaper
published or distributed in the capital of such territory or, if the
Corporation keeps a register of transfers of the Series 3 Preferred Shares
in the said territory, in the city in this territory in which the register of
transfers is kept. Every notice given by means of publication shall be deemed
to have been given validly for all purposes.  3(B).2.3Every notice sent by mail shall be deemed to have been given on the day
it is mailed, unless, on the day it is mailed or on the following day there is
an interruption of the postal service in the territory in which or to which the
notice was mailed. Every notice given by means of publication shall be deemed
to have been given on the day of the first publication in the city in which it
is published.  3(B).2.4If the day on which dividends are payable on the Series 3
Preferred Shares or on which any other measuresare to be taken or should have been
taken. pursuant to these presents is not  a business day, the dividends shall be paid
or the other measures shall be taken, as the case may be, on the following business
day; business day shall mean any day other than a Saturday, a Sunday or a
legal holiday in the place where the Corporation has its head office at the time in question.  3(B).2.5All amounts set forth in these presents are
expressed in Canadian dollars.  3(B).2.6Notwithstanding any provision to the contrary set forth in these
presents, the payment of any sum of money may be made by electronic transfer or
by any other means which the Board of Directors may approve, instead of being
made by cheque. In such an event, the payment of sums of money to holders of Series 3
Preferred Shares shall deemed to constitute payment and shall release the
Corporation from all its obligations with respect to the payment of such sums,
up to the amount represented thereby, unless the payment is not honoured by the
Corporation.  3(B).3Right to Dividends and Calculationof the Annual Dividend Rate  To the extent it is declared by the Board of Directors, holders of Series 3
Preferred Shares shall be entitled to receive a fixed cumulative preferred cash
dividend drawn from the funds of the Corporation which may be allocated for the
payment of dividends, which dividend shall be equal to an annual amount
determined by multiplying the Annual Dividend Rate by $25.00 and shall  20


be payable quarterly, provided it is declared by the
Board of Directors, on each Dividend Payment Date.  Cheques issued by the Corporation, representing the amount of such
dividends, which cheques shall be drawn on a Canadian chartered bank and shall
be negotiable at par at any branch of such bank within Canada, shall be issued
to holders of Series 3 Preferred Shares entitled thereto. The mailing of
such cheques to registered holders of Series 3 Preferred Shares shall be
deemed to constitute payment of such dividends and shall release the
Corporation from all its obligations with respect to the payment of such
dividends, up to the amount of the cheques (and of any taxes which must be and
are deducted or withheld on such cheques), unless the cheques are not honoured
at the time they are presented for payment. If, on a given Dividend Payment
Date, the dividends which are payable on that date are not paid in full on allthe
then outstanding Series 3 Preferred Shares, the said dividends or the
unpaid amount thereof shall be paid on one or more subsequent dates to be set
by the Board of Directors and on which the Corporation has the necessary funds
which may validly be allocated for the payment of dividends. Holders of Series 3
Preferred Shares shall not be entitled to any dividends other than the cash
dividend provided for in these presents, nor shall they be entitled to any
dividends in excess thereof. Any dividends represented by a cheque which has
not been duly presented for payment within six years following its issuance or
which have not otherwise been claimed during the six years following the date
on which they were declared payable or allocated for purposes of payment shall
vest in the Corporation.  Onthe
21st day preceding the first day of each Fixed
Dividend Rate Period, the Corporation shall calculate the Annual Dividend Rate
for that Fixed Dividend Rate Period, which calculation shall be effected on the
basis of the Selected Percentage Rate and the Government of Canada Bond Yield
in effect at 10:00 a.m. (Montreal time) on the said 21st day
preceding the first day of each Fixed Dividend Rate Period, and (i) on the
following business day, it shall give notice thereof to all securities
exchanges in Canada on which the Series 3 Preferred Shares are listed for
trading; if the Series 3 Preferred Shares are not listed for trading on
any securities exchange in Canada, the Corporation shall notify the Investment
Dealers Association of Canada, and (ii) within the following three
business days, except as regards the initial Fixed Dividend Rate Period, it
shall give notice thereof to holders of Series 3 Preferred Shares by
publishing the Annual Dividend Rate once in the national edition of the English
daily The Globe & Mailand
once in the city of Montreal in a widely circulated French daily newspaper and
a widely circulated English daily newspaper, it being understood that if these
daily newspapers are no longer widely circulated at that time, the notice shall
be published in an equivalent publication.  3(B).4Rights on Liquidation  In the event of any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other return of capital
or distribution of assets of the Corporation among its shareholders for the
purpose of winding-up its affairs, the holders of the Series 3 Preferred
Shares will be entitled to receive $25.00 per Series 3 Preferred Share
together with the amount equal  21


to all accrued and unpaid dividends thereon, whether or not declared,
calculated to but excluding the date of payment or distribution, before any
payment or distribution is made to holders of Multiple Voting Shares and
Subordinate Voting Shares or any other shares of the Corporation ranking junior
to the Series 3 Preferred Shares. Upon payment of such amounts, the
holders of the Series 3 Preferred Shares will not be entitled to share in
any further distribution of assets of the Corporation.  3(B).5Redemption of Shares at the Option
of the Corporation  The Corporation shall not be entitledto redeem Series 3 Preferred Shares prior
to December 1, 2007. Subject to applicable laws and to subsection 3(B).8
hereof, after having given notice in the manner set forth hereinafter, the
Corporation shall be entitled, on December 1, 2007 and on December 1st of every fifth year thereafter, to redeem not
less than all of the outstanding Series 3 Preferred Shares in
consideration for payment of the amount of $25.00 for each share so redeemed,
which consideration shall be increased by the amount of Accrued and Unpaid
Dividends on such shares up to, but not including, the
date established for the redemption, whether or not such dividends have been
declared, and such increased consideration shall constitute the redemption
price.  No less than 45 days and no more than 60daysprior to the contemplated redemption date, the Corporation shall give a
written notice of its intention to redeem the
Series 3 Preferred Shares to each person who, on the date of sending of
the said notice, is a holder of the shares to be redeemed. The notice shall set
forth the redemption price and the date established for the redemption; on or
after the redemption date, upon presentation and remittance of the certificate orcertificates
representing the Series 3 Preferred
Shares at any place or places in Canada mentioned in the notice, the
Corporation shall pay or see to the payment of the redemption price to holders
of Series 3 Preferred Shares to be redeemed (less any taxes which must be
deducted or withheld in respect of the redemption price). Payment shall be made
by cheque negotiable at par at any branch of the Corporations banks located
within Canada. As of the
date mentioned in the
notice, holders of Series 3 Preferred Shares called for purposes of redemption
shall not be entitled to any further dividends on such shares nor shall they be
entitled to exercise any rights as shareholders with respect to such shares,
unless the Corporation fails to pay the redemption price, in which case the
holderss rights shall remain unchanged. At any time after the aforementioned
redemption notice has been given, the Corporation shall be entitled to deposit
the amount of the redemption price of all or part of the Series 3
Preferred Shares called for purposes of redemption in one or more chartered
banks or trust companies within Canada who shall have been named in the
redemption notice. Such deposits shall be made in one or more special trust
accounts for the benefit of holders of shares to be redeemed, and the amounts
shall be paid to them by such banks or trust companies upon remittance of the
certificate or certificates; once these deposits have been made, the shares shall be deemed to have been redeemed on the date set
forth in the redemption notice. After the Corporation has effected a deposit in
the aforementioned manner with respect to any of the shares, as of the
redemption date holders of such shares shall not have any futher rights as
shareholders with respect to such shares and their rights shall be limited to the collection of the portion of the deposited  22


amounts applicable to such shares, without interest (less any taxes
which must be deducted or withheld in respect of said amount); any accrued
interest on such deposits shall belong to the Corporation.  3(B).6Purchase for Purposes of
Cancellation  Subject to the provisions of subsection 3(B).8
hereof, the Corporation shall at all times be entitled to purchase, for
purposes of cancellation, all or part of the Series 3 Preferred Shares
outstanding from time to time, such purchase to be made on the open market
through the intermediary of a securities dealer or any member firm of a
recognized Exchange or by private agreement or otherwise, at the lowest price
at which, in the opinion of the Board of Directors of the Corporation, these
shares may be obtained, plus an amount equal to all Accrued and Unpaid
Dividends thereon and the purchase costs.  3(B).7Conversion of Series 3
Preferred Shares  3(B).7.1Conversion at the Option of the Holder  Subject to the provisions and conditions
hereof, on December 1, 2007 and on December lstof every fifth year thereafter (a Conversion
Date), holders of Series 3 Preferred Shares shall have the option to
convert all or part of the Series 3 Preferred Shares registered in their
name into Series 2 Preferred Shares of the Corporation on the basis of one
Series 2 Preferred Share for each Series 3 Preferred Share. The Corporation
shall give a written notice to holders of Series 3 Preferred Shares which
are then outstanding setting forth the Selected Percentage Rate which has been
determined by the Board of Directors and which shall be applicable during the
subsequent Fixed Dividend Rate Period as well as the conversion right provided
for herein. The said notice shall indicate the Conversion Date and shall be
given at least 45 days and no more than 60 days prior to the applicable
Conversion Date.  If, as provided for in subsection 3(B).5
hereof, the Corporation notifies holders of Series 3 Preferred Shares of the
redemption of all the Series 3 Preferred Shares, it shall not be required
to notify them, as provided forin the present subsection 3(B).7.1, of the Selected Percentage Rate nor of
their right of conversion; moreover, the rights of each holder of Series 3
Preferred Shares to covert such shares, as set forth in these presents, shall
terminate.  If, after the Close of Business on the 14th day preceding a Conversion Date, the Corporation
determines that there would be less than 1,000,000 Series 2 Preferred
Shares outstanding on the Conversion Date, taking into account all Series 3
Preferred Shares deposited for purposes of conversion into Series 2
Preferred Shares and, if applicable, all Series 2 Preferred Shares
deposited for purposes of conversion  23


into Series 3 Preferred Shares, holders of Series 3 Preferred
Shares shall not be entitled to convert their shares into Series 2 Preferred
Shares. No later than seven days prior to a given Conversion Date, the
Corporation shall give written notice of such a situation to the holders of Series 3
Preferred Shares affected by this situation and, prior to the saidConversion
Date, it shall, at its own expense, issue and send to holders of Series 3
Preferred Shares having deposited one or more certificates representing Series 3
Preferred Shares for purposes of conversion, new certificates representing the Series 3
Preferred Shares represented by one or more certificates deposited as mentioned
hereinabove, or, prior to the said Conversion Date, it shall, at its own
expense, return to such holders the said certificates deposited for purposes of
conversion and representing Series 3 Preferred Shares.  3(B).7.2Automatic Conversion  If, after the Close of Business on the 14th day preceding a Conversion
Date, the Corporation determines that there would be less than 1,000,000 Series 3
Preferred Shares outstanding on the Conversion Date, taking into account all Series 3
Preferred Shares deposited for purposes of conversion into Series 2
Preferred Shares and, if applicable, all Series 2 Preferred Shares
deposited for purposes of conversion into Series 3 Preferred Shares, all
but not less than all of the remaining outstanding Series 3 Preferred Shares
shall be converted automatically into Series 2 Preferred Shares on the
basis of one Series 2 Preferred Share for each Series 3 Preferred
Share, the whole as of the Close of Business on the applicable Conversion Date;
in such a case, the Corporation shall give a written notice to that effect to
holders of such remaining Series 3 Preferred Shares no later than seven
days prior to the Conversion Date.  3(B).7.3Exercise of the Conversion Privilege  The conversion of Series 3 Preferred
Shares may be effected by remitting the certificate or certificates
representing the said shares, no earlier than 45 days prior to a given
conversion Date and no later than the Close of Business on the 14th day preceding the said Conversion Date, during
regular business hours at any office of a Transfer Agent of the Corporation
where the Series 3 Preferred Shares may be transferred; such share
certificates shall be remitted together with the following: (i) payment or
a receipt evidencing the payment of all taxes (if any) payable as provided for
in the present paragraph 3(B).7.3; and (ii) a remittance instrument deemed
acceptable by the Corporation and duly signed by the holder or his attorney duly
authorized in writing, which instrument may set forth the holders wish to only
convert part of the Series 3 Preferred Shares represented by such
certificate or certificates, which shares have not yet been called for purposes
of redemption, in which event the Corporation shall issue and mail to the said
holder,  24


at the Corporations own expense, a new certificate representing the Series 3
Preferred Shares represented by such certificate or certificates and which have
not been converted.  If the Corporation is required to convert all
of the remaining outstanding Series 3 Preferred Shares into Series 2
Preferred Shares on the applicable Conversion Date, as provided for in
subsection 3(B).7.2, the Series 3 Preferred Shares which holders had not
chosen to convert shall be converted into Series 2 Preferred Shares on the
said Conversion Date, and holders of such shares shall be deemed to be holders
of Series 2 Preferred Shares as of the Close of Business on the Conversion
Date and, after they shall have remitted, during regular business hours at any
office of a Transfer Agent of the Corporation where the Series 2 Preferred
Shares may be transferred, the certificate or certificates representing Series 3
Preferred Shares not previously remitted for purposes of conversion, they shall
be entitled to receive one or more certificates representing the same number of
Series 2 Preferred
Shares in the manner
and according to the provisions set forth in the present subsection 3(B).7.3.  As soon as possible after a given Conversion
Date, the Corporation shall issue and.mail to a holder of Series 3 Preferred
Shares which have been so remitted, or in accordance with the holders written
instructions, one or more certificates issued in his name or in the name of the
person or persons designated by him, such certificate or certificates to be
issued for the number of fully paid and non assessable Series 2 Preferred
Shares and remaining Series 3 Preferred Shares, if any, to which the
holder is entitled. Such conversion shall be deemed to have been made at the
Close of Business on the Conversion Date, such that the rights of the holder of
such Series 3 Preferred Shares, in his capacity as holder thereof, shall
cease as of that moment and the person or persons entitled to received the Series 2
Preferred Shares as a result of the conversion shall be considered, for all
purposes, as the registered holder or holders of the said Series 2
Preferred Shares at that moment.  The holder of any Series 3 Preferred
Share registered as holder on the record date for purposes of payment of any
dividend declared payable in respect of such share shall be entitled to the said
dividend even if the share is converted into a Series 2 Preferred Share
after the record date and prior to the date of payment of the said dividend or
on such date.  The issuance of Series 2 Preferred Share
certificates at the time of the conversion of Series 3 Preferred Shares
shall be made at no cost to holders converting their Series 3 Preferred
Shares as regards any fees applicable to the issuance of the said certificates
or the Series 2 Preferred Shares represented thereby. However, the holder
converting such shares or the assignee thereof shall be required  25


topay all taxes, whether governmental
or otherwise, likely to be imposed upon him with respect to the transaction,
and the Corporation shall be entitled to demand that such taxes be paid or that
proof of payment be presented.  3(B)7.4Status of Converted Series 3 Preferred Shares  None of the Series 3 Preferred Shares
which have been converted into Series 2 PreferredShares ona given Conversion Date shall be
cancelled; these shares
shall once again
become authorized but unissued Series 3 Preferred Shares of the Corporation
as at the Close of Business on the Conversion Date.  3(B).8Restrictions
Regarding Dividends and the Retirement of Shares  The Corporation will not, without the
approval of the holders of outstanding Series 3 Preferred Shares:  3(B).8.1pay or set apart for payment any dividends (other than stock dividends
payable in any shares of the Corporation ranking junior to the Series 3
Preferred Shares) on any shares of the Corporation ranking junior to the Series 3
Preferred Shares;  3(B).8.2call for redemption, redeem, purchase or
otherwise retire for value or make any capital distribution on or in respect of
any shares of the Corporation ranking junior to the Series 3 Preferred Shares (except out of the net cash proceeds of a
substantially concurrent issue of shares of the Corporation ranking junior to
the Series 3 Preferred Shares);  3(B).8.3call for redemption, redeem, purchase or otherwise retire for value
less than all the Series 3 Preferred Shares then outstanding; or  3(B).8.4call
for redemption, redeem, purchase or otherwise retire for value (except in
connection with the exercise of any retraction privilege or mandatory
redemption obligation attaching thereto) any other shares of the Corporation
ranking on a parity with the Series 3 Preferred Shares, provided that, for
greater certainty, the covenant in this paragraph 3(B).8.4 shall not limit oraffect any such action in respect of any
class of shares ranking in priority to the Series 3 Preferred Shares;  unless, in each suchcase, all
cumulative preferential dividends accrued on outstanding Series 3
Preferred Shares up to and including the dividend payable on the last preceding
Dividend Payment Date shall have been declared and paid or set aside for
payment.  26


The approval of holders of Series 3 Preferred Shares required
pursuant to the present subsection 3(B).8 may be given in accordance with the
third paragraph of subsection 3(B).9 and subsection 3(B).12. Notwithstanding the
provisions of subsection 3(B).12 hereof, any approval required pursuant to the
present subsection 3(B).8 shall be given only by means of a favourable vote of
holders of a majority of the Series 3 Preferred Shares in attendance or
represented at a meeting or adjourned meeting of holders of Series 3 Preferred
Shares duly called for such purpose and at which a quorum is present.  3(B).9Voting Rights  Unless otherwise provided for at law, holders of Series 3
Preferred Shares shall not be entitled to vote at meetings of shareholders of
the Corporation, nor shall they be entitled to receive notices of such meetings
or to attend same, except as provided for in the following paragraph.  Ifthe Corporation fails to pay the full amount
of eight quarterly dividends in respect of the Series 3 Preferred Shares,
whether or not such failures are consecutive, holders of Series 3
Preferred Shares shall be entitled to receive notice of every meeting of
shareholders of the Corporation (other than a separate meeting reserved only
for holders of any other class or series of shares) which is held more than 60
days after the date of the first failure to pay and they shall be entitled to
vote thereat, together with the holders of Multiple Voting Shares and
Subordinate Voting Shares and the holders of shares of any other class or
series of shares entitled to vote thereat, on the basis of one vote per Series 3 Preferred Share held, such
rights to exist until all arrears of dividends on the Series 3 Preferred
Shares shall have been paid, at which time the said rights shall terminate and
shall be revived only if the Corporation is once again in default pursuant to
the provisions of the present subsection 3(B).9.  Each Series 3 Preferred Share shall confer one (1) vote upon its
holder with respect to any measures to be taken by the Corporation which
require the approval of holders of Series 3 Preferred Shares voting as a
series.  3(B).10Issuance of Additional Preferred
Shares  The Corporation shall be entitled to issue additional series of
preferred shares of an Equal Rank with the Series 3 Preferred Shares or of
a Lower Rank than the Series 3 Preferred Shares without the approval of
holders of Series 3 Preferred Shares.  3(B).11Modifications  The provisions attaching to the Series 3 Preferred Shares as a series
may be repealed or amended from time to time, provided the approvals then
required by the Canada Business Corporations
Actor
any successor
legislation, as amended from time to time, have been given in  27


accordance with the third paragraph of subsection 3(B).9 and subsection
3(B).12 hereof.  None of the provisions of the articles of the Corporation relating to Series 3
Preferred Shares as a series shall be amended in any manner whatsoever, unless
the provisions relating to Series2 Preferred Shares as a series, if applicable, are amended at the same
time to the extent deemed necessary by the Corporation such that the amendments
to the Series 2 Preferred Shares shall be of the same nature and scope as the
amendments to the Series 3 Preferred Shares, mutatis mutandis.  If there are no Series 3 Preferred Shares issued or outstanding,
the Corporation shall notbe entitled
to amend or otherwise modify the
provisions attaching to the Series 3 Preferred Shares as set forth in the
articles of the Corporation, unless the amendment or modification in question is also approved by holders of Series 2
Preferred Shares then outstanding, which approval shall be obtained in
accordance with the third paragraph of subsection 3(B).9 and subsection 3(B).12
hereof.  3(B).12Approval of Holders of Series 3
Preferred Shares  Every approval of holders of Series 3 Preferred Shares shall be
deemed to have been given validly for all purposes if itis given by holders of Series 3 Preferred
Shares in accordance with the provisions attaching to preferred shares, as a
class, as same are applicable to these presents, mutatis mutandis.  3(B).13Tax Election  The Corporation shall make a tax election, in the manner and within the
deadline prescribed by the Income Tax Act(Canada),
pursuant to paragraph 191.2(1) of Part VI.1 of the said Act(or any other successor or replacing
provision of similar scope), and it shall take all necessary measures in
accordance with the said Actin
order to pay or see to the payment of the tax payable pursuant to Part VI.1
of the said Act(or any other
successor or replacing provision of similar scope) at a rate such that no
holder of Series 3 Preferred Shares that is a Corporation shall be
required, pursuant to section 187.2 of Part IV.1 of the said Act (or any other successor or replacing provision of
similar scope), to pay tax on the dividends received in respectofthe
Series 3 Preferred Shares.  28


Industry Canada
  Industrie Canada  Certificate
  
  Certificatof Amendment
  
  de ModificationCanada Business
  
  Loi canadienne surCorporations Act
  
  les sociétés par actions
  Quebecor World Inc.
  
  256168-9Name
  of corporation-Dénominationde la société
  
  Corporation number-Numéro de la sociétéIhereby
  certify that the articles of the above-named corporation were amended:
  
  Je
  certifie queles
  statuts de la société susmentionnée ont été modifiés:a)
  under section 13 of the Canada Business Corporations
  Act in accordance with the attached notice;
  o
  a)
  en vertu de larticle 13 de la Loi canadienne sur les sociétés par actions,conformément
  à lavis ci-joint;b)
  under section 27 of the Canada
  Business Corporations Actasset out in the attached articles of
  amendment designating a series of shares;
  o
  b)
  en
  vertu de larticle 27 de la Loi canadienne sur les sociétés par actions,telquil est indiqué dans les clauses modificatrices ci-jointes
  désignant une série dactions;c)
  under
  section 179 of theCanada Business
  Corporations Actasset out in the attached articles of amendment;
  x
  c)
  en
  vertu de larticle 179 de la Loi canadienne sur les  sociétéspar actions, tel quil est indiqué dans les clauses modificatrices ci-jointes;d)
  under section 191 of the Canada
  Business Corporations Actas set out in the attached articles of
  reorganization;
  o
  d)
  en
  vertu de larticle 191 de la Loi canadienne sur les sociétés par actions, tel quil est indiqué dans les clauses de réorganisation ci-jointes;April 25, 2000 / le 25 avril 2000Director - Directeur
  
  
  Date of Amendment - Date de modification


Industry
  Canada
  Industrie
  CanadaCanada
  Business
  Corporations Act
  Loi
  canadienne sur les
  sociétés par actions
  FORM 4
  ARTICLES OF AMENDMENT
  (SECTION 27 OR 177)
  FORMULE 4
  CLAUSES MODIFICATRICES
  (ARTICLES 27 OU 177)  1
  - Name of corporation - Dénomination de la société
  2
  - Corporation No. - No de la sociétéIMPRIMERIES QUEBECOR INC.
  256168-9QUEBECOR PRINTING INC.3 - The articles of the above-named corporation are amended as
  follows:
  Les
  statuts de la société mentionnée ci-dessus sont modifiés de la facon suivante:The
  name ofthe Corporation is hereby changed to
  La
  dénomination sociale de la société est par les présentes changée à  Quebecor World Inc.  Date
  
  Signature
  
  Title -TitreLe
  25 avri1 2000
  April 25, 2000
  
  
  
  
  Secrétaire adjoint
  Assistant SecretaryFOR
  DEPARTMENTAL USE ONLY - A LUSAGE DU MINISTERE SEULEMENT
  Filed
  - Déposée
  APR
  25 2000


Industry Canada
  Industrie Canada  Certificate
  
  Certificatof Amendment
  
  de modificationCanada Business
  
  Loi canadienne surCorporations Act
  
  les sociétés par actions
  Quebecor World Inc.
  
  256168-9Name
  of corporation-Dénominationde la société
  
  Corporation number-Numéro de la sociétéIhereby
  certify that the articles of the above-named corporation-were amended:
  
  Je
  certifie queles
  statuts de la société susmentionnée ont été modifiés:a)
  under section 13 of the Canada Business
  Corporations Actin accordance with the attached notice;
  o
  a)
  en vertu delarticle 13 de la Loi canadienne sur les sociétés
  par actions,conformément à lavis ci-joint;b)
  under section 27 of the Canada
  Business Corporations Actasset out in the attached articles of
  amendment designating a series of shares;
  x
  b)
  en vertu de larticle 27 de la Loi
  canadienne sur les sociétés
  par actions,telquil est indiqué dans les clauses modificatrices ci-jointes désignant une série dactions;c)
  under
  section 179 of theCanada Business
  Corporations Actasset out in the attached articles of amendment;
  o
  c)
  en
  vertu de larticle 179 de la Loi canadienne sur les
  sociétés  par actions,
  tel quil est indiqué dans les clauses modificatrices ci-jointes;d)
  under section 191 of the Canada
  Business Corporations Actas set out in the attached articles of
  reorganization;
  o
  d)
  en
  vertu de larticle 191 de la Loi canadienne sur les
  sociétés par actions, tel quil est indiqué dans les clauses de réorganisation ci-jointes;February21, 2001 / le 21 février 2001Director - Directeur
  
  
  
  Date of Amendment - Date de modification


Industry
  Canada
  Canada Business
  Corporations Act
  Industrie Canada
  Loi canadienne sur lessociétés par actions
  FORM 4
  ARTICLES OF AMENDMENT
  (SECTION 27 OR 177)
  FORMULE 4
  CLAUSES MODIFICATRICES
  (ARTICLES 27 OU 177)  1
  - Name of corporation - Dénomination de la société
  2
  - Corporation No. - No de la sociétéQUEBECOR
  WORLD INC.
  256168-93 - The articles of the above-named corporation are amended as
  follows:
  Les
  statuts de la société mentionnée ci-dessus sont modifies de la facon suivante:  (a)to divide the authorized class of First
Preferred Shares issuable in series into a fourth series of preferred shares,
namely the 6.75% Cumulative Redeemable First Preferred Shares, Series 4; and  (b)to add the rights, privileges, restrictions
and conditions attaching to the 6.75% Cumulative Redeemable First Preferred Shares,
Series 4, in addition to the rights, privileges, restrictions and
conditions attaching to the First Preferred Shares of the Corporation as a
class, as set out in the annexed Schedule A which is incorporated in this form.  Date
  
  Signature
  
  Title
  - TitreFebruary 21, 2000
  
  
  
  Vice-PrésidentFOR
  DEPARTMENTAL USE ONLY - A LUSAGE DU MINISTERE SEULEMENTFiled - Déposée


SCHEDULE A  6.75%CUMULATIVE
REDEEMABLE FIRST
PREFERRED SHARES, SERIES 4  
  The 6.75% Cumulative Redeemable First Preferred Shares, Series 4
(the Series 4 Preferred Shares), in addition to the rights, privileges,
restrictions and conditions attaching to the First Preferred Shares as a class,
shall have attached thereto the following rights, privileges, restrictionsand conditions:  1.Issue Price  The consideration for the issue of each of the Series 4 Preferred Shares
shall be$25.00  2.Dividends  2.1Payment of Dividends  The
holders of the Series 4 Preferred Shares shall be entitled to receive and
the Corporation shall pay thereon, as and where declared by the Board of
Directorsof the Corporation out of the moneys of the
Corporation properly applicable to the payment of dividends, fixed cumulative
preferential cash dividends at the rate of $1.6875 per share per annum. Such
dividends shall accruefrom February 28, 2001, or if the Series 4 Preferred Shares are not issued on such date, such dividends shall accrue from any earlier or later date on
which the Series 4 Preferred Shares are issued. Such dividends shall be
payable by quarterly instalments of $0.4219 per share on the first day of
March, June, September and December in each year (the Dividend Payment Dates), except
that the first Dividend Payment Date shall be June 1, 2001
and the dividend payable on such date, if declared, shall be $0.4265 per share or, if
the Series 4 Preferred Shares are issued before or after February 28,
such other amount per share as the Corporation shall determine to be payable
calculated in a manner consistent with subsection 2.2 hereof.  2.2Dividendfor less that a Full Quarter  Except
as otherwise provided in subsection 2.1 hereof, the amount of any accrued and unpaid
dividend for any period (a Partial Period) which is less than a full
quarterly period onany Series 4
Preferred Shares:  (i)which is redeemed by the Corporation, or  (ii)which is converted into Subordinate Voting
Shares at the option of the Corporation as provided in Section 4 hereof or
at the option of the Holder as provided in Section 5 hereof, or  (iii)in respect of which a return of capital is
made pursuant to Section 10 hereof,


shall be determined in accordance with the following formula:  PD
  =
  0.4219        
  x [1.6875]365Where:
  
  PD
  is the amount of the accrued and unpaid dividend payable per Series 4
  Preferred Shares; andx
  is the number of days from and including the last day of the Partial Period
  to but excluding the next Dividend Payment Dates.  2.3Method of Payment  Cheques
payable in lawful money of Canada at par at any branch of the Corporations
bankers in Canada may be issued in respect of dividends of the Series 4
Preferred Shares (less any tax required to be deducted or withheld by the
Corporation). The mailing of such cheques on the Dividend Payment Dates, to the
registered holder entitled thereof, shall satisfy the dividend represented
thereby unless the cheque is not paid on presentation. No shareholder shall be
entitled to recover by action or other legal process against the Corporation
any dividend that is represented by a cheque that has not been duly presented
to the Corporations bankers for payment or that otherwise remains unclaimed
for a period for six years from the date on which it was payable, and such
dividend shall, unless applicable law providesotherwise, be forfeited to the Corporation.  2.4Cumulative Payment of Dividends  If
on any Dividend Payment Date, the dividend accrued to such date is not paid in
full on all the Series 4 Preferred Shares then outstanding, such dividend or
the unpaid part thereof shall be paid on a subsequent date or dates determined
by the Board of Directors on which the Corporation shall have sufficient moneys
properly applicable to the payment thereof. The holders of the Series 4
Preferred Shares shall not be entitled to any dividends other than or in excess
of the fixed cumulative preferential cash dividends provided for herein.  3.Redemption  3.1Restriction on Redemption  The
Corporation may not redeem the Series 4 Preferred Shares prior to March 15,
2006. Subject to Section 9 hereof and to the provisions of any shares
ranking prior to or paripassuwith the Series 4 Preferred Shares, on
and after March 15, 2006, the Corporation may redeem at any time the
whole, or from time to time, any part of the then outstanding Series 4
Preferred Shares on payment in cash for each share to be redeemed of $25.00
together with an amount equal to all accrued and unpaid dividends thereon up to
but excluding the date of redemption.  2


3.2Redemption Procedure  In
any case of redemption of Series 4 Preferred Shares, the Corporation
shall, at least 30 days before the date specified for redemption, mail to each
person who, at the date of mailing is a registered holder of Series 4
Preferred Shares to be redeemed, a notice in writing of the intention of the
Corporation to redeem such Series 4 Preferred Shares (a Redemption Notice).
The Redemption Notice shall be mailed in a prepaid envelope addressed to each
such shareholder at such shareholders address as it appears in the records of
the Corporation or in the event of the address of any such shareholder not so
appearing then at the last known address of such shareholder, provided however
that accidental failure or omission to give a Redemption Notice to one or more
of such shareholders shall not affect the validity of such redemption. In the
case of joint holders of Series 4 Preferred Shares, the Redemption Notice
may be mailed to any one of such joint holders. The Redemption Notice shall set
out the redemption price and the date on which redemption is to take place;
and, if part only of the Series 4 Preferred Shares held by the person to
whom the Redemption Notice is addressed is to be redeemed, the number thereof
so to be redeemed.  On
and after the date so specified for redemption, the Corporation shall pay or
cause to be paid to or to the order of the holders of the Series 4 Preferred
Shares to be redeemed the amount payable on redemption of such Series 4
Preferred Shares on presentation and surrender at the registered office of the
Corporation or any other place designated in the Redemption Notice of
certificates representing such Series 4 Preferred Shares. Such payment
shall be made by cheque payable in lawful money of Canada at par at any branch
of the Corporations bankers in Canada. From and after the datespecified for redemption in the Redemption Notice, the Series 4
Preferred Shares called for redemption shall cease to be entitled to dividends
and the holders thereof shall not be entitled to exercise any of the rights of
shareholders in respect thereof unless the amount payable on redemption of such
Series 4 Preferred. Shares is not
paid upon presentation and surrender of certificates for such Series 4
Preferred Shares in accordance herewith, in which case the rights of the
holders shall remain unaffected. For the purposes of these provisions, the date
of redemption of Series 4 Preferred Shares called for redemption shall be
deemed to be the date-specified for redemption in the Redemption Noticerelating
to such Series 4 Preferred Shares, unless the amount payable on redemption
of such Series 4 Preferred Shares is not paid upon presentation and
surrender of the certificates representing such Series 4 Preferred Shares,
in which event the date of redemption shall be the date on which payment is
provided for.  The
Corporation shall have the right at any time after the mailing of a Redemption
Notice relating to any Series 4 Preferred Shares to deposit the amount
payable on redemption of the Series 4 Preferred Shares so called for
redemption, or of such of the Series 4 Preferred Shares represented by
certificates that have not at the date of such deposit been surrendered by the
holders thereof in connection with such redemption, in a special trust account
in any chartered bank or trust company in Canada named in such Redemption
Notice or in a subsequent notice to the registered holders of the Series 4
Preferred Shares in respect of which such deposit is made, to be paid without
interest to or to the order of the respective holders of such Series 4
Preferred Shares, upon presentation and surrender to such bank or trust company
of the certificates representing such shares. The rights of the holders of Series 4
Preferred Shares in respect of which such deposit shall  3


have been made shall be limited to receiving without interest their proportionate
part of the total amount so deposited against presentation and surrender of the
certificates representing their respective Series 4 Preferred Shares. Any
interest earned on any such deposit shall belong to the Corporation.  If part only of the Series 4 Preferred Shares is to be redeemed,
the shares to be redeemed will be selected by lot in such manner as the
Corporation in its sole discretion may determine, or if the Corporation so determine, may be redeemed pro rata, disregarding
fractions, or may be selected in such other equitable manner as the Corporation
determines. If part only of the Series 4 Preferred Shares represented by
any certificate is redeemed, a new certificate for the balance shall be issued
at the expense of the Corporation.  Redemption moneys (including moneys held on deposit as provided
therein) that are represented by a cheque which has not been duly presented for
payment within, or that otherwise remain unclaimed for, a period of six years
from the date fixed for redemption shall, unless applicable law otherwise
provides, be forfeited to the Corporation.  4.Conversion
into Subordinate Voting Shares at the Option of the Corporation  4.1Right
of Conversion  The Series 4 Preferred Shares will not be convertible at the
option of theCorporation
prior to March 15, 2006. On or after March 15, 2006 the Corporation
may, subject to the approval of The
Toronto Stock Exchange and such other stock exchanges on which such shares are then listed, at
any time convert all, or from time to time any part, of the outstanding Series 4
Preferred Shares into fully paid and non-assessable Subordinate Voting Shares
of the Corporation. The number
of Subordinate Voting Shares into which
each such Series 4 Preferred Shares may be so converted shall be determined by dividing $25.00
together with all accrued and unpaid dividends on such Series 4
Preferred Shares to but excluding the date of conversion by the greater of $2.00
and 95% of the weighted average trading
price of such Subordinate Voting Shares on The Toronto Stock
Exchange for the period of 20 trading days (the Trading Period) which ends on
the fourth day prior to the date fixed for conversion or, if that fourth day is
not a trading day, on the immediately preceding trading day (the Current Market
Price). In the event of:  (a)subdivisions,
consolidations or reclassifications of Subordinate Voting Shares;  (b)distributions to all
or substantially all the holders of Subordinate Voting Shares of:  (i)shares
(other than shares distributed in lieu of dividends paid in the ordinary
course),  (ii)rights,
options or warrants,  (iii)evidence
of indebtedness, or  (iv)assets
(other than dividends paid in the ordinary course); or  4


(c)other similar changes in the share capital of
the Corporation;  which
in the opinion of the Board of Directors of the Corporation have or shall have
had an effect on the trading price of Subordinate Voting Shares on any date
during the period commencing with the first day of the Trading Period and
ending on the date fixed for conversion, the Board of Directors, acting
reasonably and in good faith, shall, on or prior to the date fixed for
conversion, prescribe adjustments to be made to the number of Subordinate
Voting Shares to be issued on the date fixed for conversion in order to make
the number of Subordinate Voting Shares to be issued on the date fixed for
conversion fully comparable with the number of Subordinate Voting Shares which
would otherwise have been issuable had any of the foregoing capital changes not
occurred. Fractional Subordinate Voting Shares shall not be issued on any
conversion of Series 4 Preferred Shares but in lieu thereof the
Corporation shall make payments in an amount per fractional Subordinate Voting
Share otherwise issuable equal to the product of the fraction of the
Subordinate Voting Share otherwise issuable and the greater of $2.00 and 95% of
such Current Market Price, as adjusted, if applicable.  4.2Conversion Procedure  In any case of
conversion of Series 4 Preferred Shares pursuant to this Section 4, the
Corporation shall, at least 40 days before the date fixed for conversion, mail
to each person who at the date of mailing is a registered holder of Series 4
Preferred Shares to be converted a notice in writing of the intention of the
Corporation to convert such Series 4 Preferred Shares. Such notice shall be
mailed in a prepaid envelope addressed to each such shareholder at such
shareholders address as it appears in the securities register maintained by or
for the Corporation or in the event of the address of any such shareholder not
so appearing, then to the last known address of such shareholder, provided,
however, that accidental failure to give any such notice to one or more of such
holders shall not affect the validity of such conversion. Such notice shall set
out the date fixed for conversion and, if part only of the Series 4 Preferred
Shares held by the person to whom it is addressed is to be converted, the
number of such Series 4 Preferred Shares to be converted. If part only of the
Series 4 Preferred Shares is at any time to be converted, the Series 4
Preferred Shares to be converted shall be selected by lot in such manner as the
Corporation in its sole discretion may determine, or may be selected in such
other equitable manner as the Corporation determines. On the date fixed for
conversion, the Series 4 Preferred Shares which are the subject of any such
notice shall be converted into whole fully paid and non- assessable Subordinate
Voting Shares of the Corporation. As promptly as practicable after the date
fixed for conversion, the Corporation shall issue and deliver or cause to be
delivered to the registered holders as at the date fixed for conversion of
Series 4 Preferred Shares so converted a certificate or certificates for the
number of Subordinate Voting Shares of the Corporation issued to such holders
on presentation and surrender at the office of the transfer agent for the
Series 4 Preferred Shares, or any other place designated in such notice, of the
certificates for the Series 4 Preferred Shares so converted. If less than all
of the Series 4 Preferred Shares represented by a certificate or certificates
are to be converted under this Section 4, the Corporation shall issue and deliver
or cause to be delivered, at the expense of the Corporation, a new certificate
representing the Series 4 Preferred Shares comprised in the certificate or
certificates surrendered as aforesaid which are not to be converted. Any
payment in respect of a fraction of a Subordinate Voting Share shall be made by
cheque payable to the registered holder as at the date fixed for conversion  5


of
Series 4 Preferred Shares so converted. The Corporation shall deliver or
cause to be delivered such cheque with the certificate or certificates for the
Subordinate Voting Shares deliverable in accordance with the foregoing. From
and after the date fixed for conversion, the Series 4 Preferred Shares
called for conversion shall be deemed to be converted and the holders thereof
shall cease to be entitled to dividends on such Series 4 Preferred Shares
and shall not be entitled to exercise any of the rights of shareholders in
respect thereof, unless the issue and delivery of the Subordinate Voting Shares
and any payment to which such holders are entitled shall not be duly made by
the Corporation in which case the rights of such holders shall remain
unaffected.  5.Conversion into Subordinate Voting Shares at
the Option of the Holder  5.1Right of Conversion  On
or after June 15, 2006, each Series 4 Preferred Share will be
convertible at the option of the holder on the fifteenth day of each of March,
June, September and December in each year (each such date being
herein called a Conversion Date) on prior notice (the Conversion Notice)
given at least 65 days before the applicable Conversion Date into that number
of fully paid and non-assessable Subordinate Voting Shares of the Corporation
determined by dividing $25.00 together with all accrued and unpaid dividends on
such Series 4 Preferred Share to but excluding the Conversion Dateby the greater of $2.00 and 95% of the Current Market Price during the
Trading Period. In the event of:  (a)subdivisions,
consolidations or reclassifications of Subordinate Voting Shares;  (b)distributions to all
or substantially all the holders of Subordinate Voting Shares of:  (i)shares
(other than shares distributed in lieu of dividends paid in the ordinary
course),  (ii)rights,
options or warrants,  (iii)evidences
of indebtedness, or  (iv)assets
(other than dividends paid in the ordinary course); or  (c)other similar changes in the share capital of
the Corporation;  which
in the opinion of the Board of Directors of the Corporation have or shall have had an effect on the trading price of Subordinate Voting Shares on any
date during the period commencing with the first day of the Trading Period and
ending on the Conversion Date, the
Board of Directors, acting
reasonably and in good faith, shall, on or prior to the Conversion Date,
prescribe adjustments to be made to the number of Subordinate Voting Shares to
be issued on the Conversion Date in order to make the number of Subordinate
Voting Shares to be issued on the Conversion Date fully comparable with the
number of Subordinate Voting Shares which would otherwise have been issuable
had any of the foregoing capital changes not occurred. Fractional Subordinate
Voting Shares shall not be issued
on any conversion of Series 4
Preferred Shares but in lieu thereof the Corporation shall make payments in an
amount per fractional Subordinate Voting Share otherwise  6


issuable
equal to the product of the fraction of the Subordinate Voting Share otherwise
issuable and the greater of $2.00 and 95% of such Current Market Price, as
adjusted, if applicable.  5.2Corporations Right to Redeem or Arrange Sale.  Notwithstanding
a holders election to convert Series 4 Preferred Shares into Subordinate. Voting Shares in accordance with
this Section 5, the Corporation may in respect of those Series 4
Preferred Shares which are the subject of a Conversion Notice (the Subject
Shares).either (i) redeem on the Conversion Date
any or all of the Subject Shares or (ii) cause the holder to sell on the
Conversion Date any or all of the Subject Shares to another purchaser or
purchasers in the event that a purchaser or purchasers willing to purchase such
Series 4 Preferred Shares is or are found. The number of the Subject
Shares to be redeemed or sold to other purchasers shall be determined by the
Corporation. Any such redemption or purchase shall be made by the payment of an
amount of $25.00 per Series 4 Preferred Share, together with all accrued and unpaid dividends on such Series 4 Preferred Share to but
excluding the Conversion Date, by cheque payable to such holder. The Subject
Shares to be so redeemed or purchased shall not be converted into Subordinate
Voting Shares on the Conversion Date and the right of any holder to convert
such shares into Subordinate Voting Shares as herein provided shall cease and
terminate in that event, provided, however, that should the Corporation fail to
pay or make available for payment the redemption price or the purchaser or
purchasers fail to pay the purchase price, as the case may be, by the close of
business on the Conversion Date, the right of conversion shall thereupon revive
in respect of such shares to have been redeemed or purchased and the conversion
requested by the holder of the Subject Shares shall be implemented with effect
on the Conversion Date as if such shares had not been called for redemption or
sold to a purchaser or purchasers.  If
the Corporation elects to redeem or cause the holder to sell any of the Subject
Shares, the Corporation shall, not later than 40 days before the Conversion
Date, give notice to all holders who have given aConversion Notice stating:  (i)
  
  the number of Subject Shares to be redeemedby the Corporation;(ii)
  
  the number of Subject Shares to be sold to another
  purchaser; and(iii)
  
  the number of Subject Shares to be converted into
  Subordinate Voting Shares  such that all of the Subject Shares shall be
redeemed, purchased or converted on the Conversion Date. The proportion of the
Subject Shares which are either redeemed, purchased or converted on the
Conversion Date shall to the extent practicable be the same for each
shareholder delivering a Conversion Notice in respect of that Conversion Date.  5.3Conversion
Procedure  A holder of Series 4 Preferred Shares may elect
to convert into SubordinateVoting Shares all or part of the Series 4 Preferred
Shares held by such holder only by delivery to the transfer agent for the Series 4 Preferred Shares
on or before a date not less than 65 days prior to the Conversion Date of the certificate or
certificates representing Series 4  7


Preferred
Shares to be converted together with a duly completed Conversion Notice in the
form set out on the back of the certificate for the Series 4 Preferred
Shares to be converted. The Conversion Notice shall be signed by the registered
holder of the Series 4 Preferred Shares to be converted, or such holders
duly authorized attorney, and shall specify the number of Series 4
Preferred Shares which the holder desires to have converted. If less than all
the Series 4 Preferred Shares represented by a certificate or certificates
accompanying any such election are to be converted, the Corporation shall issue
and deliver or cause to be delivered, at the expense of the Corporation, a new
certificate representing the Series 4 Preferred Shares comprised in the
certificate or certificates surrendered as aforesaid which are not to be
converted. As promptly as practicable after the Conversion Date the Corporation
shall issue and deliver or cause to be delivered a certificate or certificates
for the number of Subordinate Voting Shares resulting from such conversion in
the name of and to the registered holder of the Series 4 Preferred Shares
so converted or, subject to paymentby the registered holder
of any stock transfer or other applicable taxes, in the name of and to such
other person or persons as such registered holder may direct in writing
satisfactory to the transfer agent in form and execution. Any
payment in respect of a fraction of a Subordinate Voting Share shall be made by
cheque payable to the registered holder as at the Conversion Date of the Series 4
Preferred Shares so converted. The Corporation shall deliver or cause to be
delivered such cheque with the certificate or certificates for the Subordinate
Voting Shares deliverable in accordance with the foregoing.  The
registered holder of Series 4 Preferred Shares
to be converted as provided in this Section 5 (or any person or
persons in whose name or names any such registered holder of Series 4
Preferred Shares shall have directed certificates representing Subordinate
Voting Shares to be issued as provided in this subsection 5.3) shall be deemed
to have become a holder of Subordinate Voting Shares of record on the
Conversion Date. From and after the Conversion Date, the Series 4
Preferred Shares in respect of which such conversion rights shall have been
exercised and which are to be converted into Subordinate Voting Shares as
provided in this Section 5 shall be deemed to be converted and the holders
thereof shall cease to be entitled to dividends on such Series 4 Preferred
Shares and shall not be entitled to exercise any of the rights of shareholders
in respect thereof, unless the issue and delivery of the Subordinate Voting
Shares and any payment to which such holders are entitled shall not be duly
made by the Corporation in which case the rights of such holders shall remain unaffected.  For
the purposes of this Section 5, the Conversion Date applicable to a
particular conversion of Series 4 Preferred Shares (or any redemption or
arranged sale thereof as herein provided) shall be the first
Conversion Date which occurs not less than 65 days after an election has been
duly made by the holder of such Series 4 Preferred Shares as provided in
this subsection 5.3.  5.4Redemption or Purchase Procedure  The
redemption or the arranged sale by the Corporation, as the case may be, of Series 4
Preferred Shares as provided in this Section 5 shall be effected by the
transfer agent for the Series 4 Preferred Shares presenting and
surrendering to the Corporation the certificate or certificates representing Series 4
Preferred Shares deposited by the holder thereof for conversion.  8


6.Purchase for
Cancellation  Subject to Section 8 hereof, the Corporation
may at any time or from time to time purchase for cancellation all or any
number of Series 4 Preferred Shares at any price by an invitation for
tenders to all holders of Series 4 Preferred Shares or through the
facilities of any stock exchange on which the Series 4 Preferred Shares
are listed, or in any other manner, provided that in the case of a purchase in
any other manner the price for such Series 4 Preferred Shares so purchased
for cancellation shall not exceed the highest price offered for a board lot of
the Series 4 Preferred Shares on any stock exchange on which such shares
are listed on the date of purchase, plus the costs of purchase.  At the option of the Corporation, any invitation for
tenders may (but need not) specify a price which the Corporation is willing to pay
for Series 4 Preferred Shares tendered, or a maximum number of Series 4
Preferred Shares which the Corporation is prepared to purchase, or both.  If upon any invitation for tenders more Series 4
Preferred Shares are tendered at a price or prices acceptable to the
Corporation than the Corporation is willing to purchase, the Corporation shall
accept the tenders submitted at the lowest price and then, if necessary, the
tenders submitted at the next progressively higher prices until tenders of the
number of shares which the Corporation is willing to purchase have been
accepted.  If more shares are tendered at
any such price than the Corporation is willing to purchase, the shares tendered
at that price shall be purchased as nearly as may be pro rata (disregarding
fractions) according to the number of Series 4 Preferred Shares so
tendered by each of the holders of the Series 4 Preferred Shares who submitted
tenders at that price.  7.Authorized Capital  Any Series 4 Preferred Shares which are
redeemed or purchased in accordance herewith shall be cancelled and such Series 4
Preferred Shares and any Series 4 Preferred Shares converted in accordance
herewith shall not be reissued by the Corporation.  8.Restrictions on
Dividends and Retirement of Shares  So long as any of the Series 4 Preferred Shares
are outstanding, the Corporation shall not at any time without, but may at any
time with, the prior approval of the holders of the Series 4 Preferred Shares
given as specified in Section 11 hereof and such other approvals as may then be
prescribed by applicable law:  (i)declare, pay or set
apart for payment any dividend on the Multiple Voting Shares, Subordinate
Voting Shares or shares of any other class of shares of the Corporation ranking
junior to the Series 4 Preferred Shares with respect to priority in the
payment of dividends, other than a stock dividend payable in Multiple Voting
Shares, Subordinate Voting Shares or shares of
any other class of shares of the Corporation ranking junior to the Series 4
Preferred Shares with respect to priority in the payment of dividends; or  (ii)redeem, purchase or
otherwise retire or make any capital distribution on or in respect of any
Multiple Voting Shares, Subordinate Voting Shares or shares of any other class
of shares of the Corporation ranking junior to the  9


Series 4
Preferred Shares with respect to priority in the distribution of assets in the
event of the liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, or other distribution of assets of the Corporation
among its shareholders for the purpose of winding-up its affairs, except out of
the net cash proceeds of a substantially concurrent issue of shares of the
Corporation ranking junior to the Series 4 Preferred Shares with respect
to priority in the distribution of assets in the event of the liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary,
or other distribution of assets of the Corporation among its shareholders for
the purpose of winding-up its affairs; or  (iii)redeem, purchase or
otherwise retire less than all of the Series 4 Preferred Shares then
outstanding; or  (iv)redeem, purchase or otherwise retire any other shares of the
Corporation ranking on a parity with the Series 4 Preferred Shares with
respect to the payment of dividends or the distribution of assets in the event
of the liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, or other distribution of assets of the Corporation
among its shareholders for the purpose of winding-up its affairs, except in
connection with the exercise of any purchase obligation, sinking fund,
retraction privilege or mandatory redemption provisions attached to any such
shares;  unless
all dividends then payable shall have been declared and paid or set apart for
payment in respect of the Series 4 Preferred Shares, and all dividends
then payable on all other shares of the Corporation then issued and outstanding
ranking prior to or on a parity with the Series 4 Preferred Shares in
respect of the payment of dividends shall have been declared and paid or set apart
for payment.  9.Liquidation,
Dissolution or Winding-up  In
the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, or any other distribution of assets of the
Corporation among its shareholders for purpose of winding-up its affairs, the
holders of the Series 4 Preferred Shares shall be entitled to receive from
the assets of the Corporation an amount equal to the aggregate of (a) $25.00
per Series 4 Preferred Share held by them respectively, plus (b) an
amount equal to all dividends, if any, accrued and unpaid thereon up to but
excluding the date of distribution, the whole before any amount shall be paid
by the Corporation or any assets of the Corporation shall be distributed to
holders of the Multiple Voting Shares or Subordinate Voting Shares of the
Corporation or to the holders of any other class of shares of the Corporation
ranking junior to the Series 4 Preferred Shares with respect to priority
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 assets of the Corporation among its shareholders for the
purpose of winding-up its affairs.  After
payment to the holders of the Series 4 Preferred Shares of the amounts so
payable to them, they shall not be entitled to share in any further
distribution of theassets
of the Corporation.  10


10.Modification of SeriesProvisions  The
rights, privileges, restrictions and conditions attaching to the Series 4
Preferred Shares may be deleted, varied, modified, amended or amplified by the
Corporation with the approval of the holders of the Series 4 Preferred
Shares as provided for in Section 11 hereof.  11.Approval
of Holders of Series 4 PreferredShares  Any approval
required to be given hereunder at any time by the holders of the Series 4
Preferred Shares shall be given either in such manner as may then be required
by applicable law or, if permitted by applicable law, by an instrument or
instruments in writing signed by the holders of not less than two-thirds of the
then outstanding Series 4 Preferred Shares or by resolution passed by not less
than two-thirds of the votes cast on a poll at a meeting or adjourned meeting
of the holders of the Series 4 Preferred Shares then outstanding duly called
for that purpose.  In the event that such
approval is to be given at a meeting of the holders of the Series 4 Preferred
Shares, a quorum for the meeting shall consist of the holders, present in
person or represented by proxy, of not less than 25% of the Series 4 Preferred
Shares outstanding at the time of the meeting; if, however, the holders of 25%
of the outstanding Series 4 Preferred Shares are not present in person or
represented by proxy at such meeting within one-half hour after the time for
which the meeting was called, the meeting shall be adjourned to a subsequent
date, and a quorum for the adjourned meeting shall consist of two or more
persons holding Series 4 Preferred Shares or representing holders of such
shares by proxy. Except as otherwise provided above, the formalities to be
observed with respect to the calling and conduct of such meeting or adjourned
meeting shall be those from time to time prescribed by the by-laws of the
Corporation with respect to meetings of shareholders or as otherwise provided
by law. On every poll taken at a meeting of holders of Series 4 Preferred
Shares, each holder entitled to vote thereat shall be entitled to one vote for
each Series 4 Preferred Shares held by such holder.  12.Voting Rights  Except
as provided in Section 11, the holders of the Series 4 Preferred
Shares will not be entitled as such to receive notice of, or to attend, or to
vote at, any meeting of the shareholders of the Corporationunless the Corporation shall have failed to pay eight quarterly dividends on
the Series 4 Preferred Shares, whether or not consecutive. In that event
and for so long as any of such dividends on such Series 4 Preferred Shares
remain in arrears, the holders of the Series 4 Preferred
Shares will be entitled to receive
notice of, and to attend, all
meetings of holders of Subordinate Voting Shares of the Corporation
and will be entitled to vote in accordance with the Articles of the Corporation
for the First Preferred Shares.  13.Tax Election  The
Corporation shall elect, in the manner and within the time provided under
subsection 191.2(1) of Part VI.1 of theIncome Tax Act(Canada)or any successor or replacement provision of
similar effect, to pay tax at a rate and take all other necessary action under
such Act such that no holder of the Series 4 Preferred Shares will be
required  11


to
pay tax on dividends received on the Series 4 Preferred Shares under Section
187.2 of Part IV.1 of such Act or any successor or replacement provisions
of similar effect.  12


Industry Canada
  Industrie CanadaCertificate
  of Amendment
  
  Canada Business
  Corporations Act
  Certificat
  de modification
  
  Loi canadienne sur
  les sociétés par actions  Quebecor
  World Inc.
  
  256168-9Name of corporation-Dénomination
  de la société
  
  Corporation number-Numéro de la sociétéIhereby certify that the articles
  of the above-named corporation were amended:
  
  Je certifie queles statuts de la société susmentionnée ont été modifiés:a)
  under
  section 13 of the Canada Business Corporations
  Act in accordance with the attached notice;
  o
  a)
  en vertu de larticle 13 de la Loi,
  canadienne sur les sociétés par actions,conformément
  à lavis ci-joint;b)
  under
  section 27 of the Canada Business
  Corporations Actasset out in the
  attached articles of amendment designating a series of shares;
  x
  b)
  en vertu de larticle
  27 de la Loi canadienne sur les sociétés par actions,telquil
  est indiqué dans lesclauses modificatrices ci-jointes désignant une série dactions;c)
  under section 179 of theCanada Business Corporations Actasset out in the attached articles of amendment;
  x
  c)
  en vertu de larticle 179 de la Loi canadienne sur les
  sociétéspar actions, tel quil est indiqué dans
  les clauses modificatrices ci-jointes;d)
  under
  section 191 of the Canada Business
  Corporations Actas set out in the attached articles of
  reorganization;
  o
  d)
  en vertu de larticle 191 de la Loi canadienne sur les
  sociétés par actions, tel quil est indiqué dans
  les clauses de réorganisation ci-jointes;   August10, 2001 / le
  10 août 2001Director
  - Directeur
  Date
  of Amendment - Date de modification


Industry Canada
  
  Industrie CanadaFORM 4
  
  FORMULE 4Canada Business
  Corporations Act
  
  Loi canadienne sur les
  sociétéspar actions
  
  ARTICLES OF AMENDMENT
  (SECTION 27 OR 177)
  
  CLAUSES MODIFICATRICES
  (ARTICLES 27 OU 177)  1 - Name of corporation-Dénomination de la société
  2 - Corporation No. - No de la sociétéQUEBECOR WORLD INC.
  256168-93 - The
  articles of the above-named corporation are amended as follows:
  Les statuts de la société mentionnée ci-dessus sont modifiés de la
  façon suivante:  (a)to divide the authorized class of First Preferred Shares issuable in
series into a fifth series of preferred shares, namely the 6.90% Cumulative
Redeemable First Preferred Shares, Series 5 (the Series 5 Preferred
Shares), providing for an unlimited number of Series 5 Preferred Shares;
and  (b)to add the rights, privileges, restrictions and conditions attaching
to the 6.75% Cumulative Redeemable First Preferred  Shares, Series 4, in addition to the rights,
privileges, restrictions and conditions attaching to the First Preferred Shares
of the Corporation as a class, as set out in the annexed Schedule A which is
incorporated in this form.  Date
  
  Signature
  
  Title - TitreAugust 8,
  2001
  
  
  
  OfficerFOR DEPARTMENTAL USE ONLY - A LUSAGE DU
  MINISTERE SEULEMENTFiled - Déposée
  AUG 10 2001
  OUT


SCHEDULE A  6.90% CUMULATIVE REDEEMABLE FIRST
PREFERRED SHARES, SERIES 5  
  The 6.90% Cumulative Redeemable First Preferred Shares, Series 5
(the Series 5 Preferred Shares), in addition to the rights, privileges,
restrictions and conditions attaching to the First Preferred Shares as a class,
shall have attached thereto the following rights, privileges, restrictions and
conditions:  1.Issue Price  The consideration for the issue of each of the Series 5 Preferred
Shares shall be $25.00.  2.Dividends  2.1Paymentof Dividends  The holders of the Series 5 Preferred Shares shall be entitled to
receive and the Corporation shall pay thereon, as and where declared by the
Board of Directors of the Corporation out of the moneys of the Corporation
properly applicable to the payment of dividends, fixed cumulative preferential
cash dividends atthe rate of
$1.7250 per share per annum.  Such
dividends shall accrue from August 16, 2001, or if the Series 5
Preferred Shares are not issued on such date, such dividends shall accrue from
any earlier or later date on which the Series 5 Preferred Shares are issued.  Such dividends shall be payable by quarterly
instalments of $0.48125 per share on the first day of each of March, June, September and
December in each year (the Dividend Payment Dates),
except that the first Dividend Payment Date shall be December 1, 2001 and
the dividend payable on such date, if declared, shall be $0.50687 per share or,
if the Series 5 Preferred Shares are issued before or after August 16,
such other amount per share as the Corporation shall determine to be payable
calculated in a manner consistent with subsection 2.2 hereof.  2.2Dividend for less that a Full
Quarter  Except as otherwise provided in subsection 2.1 hereof, the amount of
any accrued and unpaid dividend for any period (a Partial Period) which is
less than a full quarterly period on any Series 5 Preferred Shares:  (i)
  
  which is redeemed by the Corporation, or(ii)
  
  which is converted into Subordinate Voting Shares at the option of
  the Corporation as provided in Section 4 hereof or at the option of the
  Holder as provided in Section 5 hereof, or(iii)
  
  in respect of which a return of capital is made pursuant to Section 9
  hereof,


shall be determined in accordance with the following formula:PD=        0.43125      
  x [1.7250]365  Where:
  
  PD is the amount of the accrued and unpaid dividend payable per Series 5
  Preferred Shares; andx is the number of days from and including the last day of the Partial
  Period to but excluding the next Dividend Payment Dates.  2.3Method of Payment  Cheques payable in lawful money of Canada at par at any branch of the
Corporations bankers in Canada may be issued in respect of dividends of the Series 5
Preferred Shares (less any tax required to be deducted or withheld by the
Corporation).  The mailing of such
cheques on the Dividend Payment Dates, to the registered holder entitled
thereof, shall satisfy the dividend represented thereby unless the cheque is
not paid on presentation.  No shareholder
shall be entitled to recover by action or other legal process against the
Corporation any dividend that is represented by a cheque that has not been duly
presented to the Corporations bankers for payment or that otherwise remains unclaimed
for a period for six years from the date on which it was payable, and such
dividend shall, unless applicable law provides otherwise, be forfeited to the
Corporation.  2.4Cumulative Payment of Dividends  If on any Dividend Payment Date, the dividend accrued to such date is
not paid in full onall the Series 5
Preferred Shares then outstanding, such dividend or the unpaid part
thereof shall be paid on a subsequent date or dates determined by the Board of
Directors on which the Corporation shall have sufficient moneys properly
applicable to the payment thereof. The holders of the Series 5 Preferred
Shares shall not be entitled to any dividends other than or in excess of the
fixed cumulative preferential cash dividends provided for herein.  3.Redemption  3.1Restriction on Redemption  The Corporation may not redeemthe Series 5 Preferred Shares prior to December 1, 2007.  Subject to Section 9 hereof and to the
provisions of any shares ranking prior to or pari passuwith the Series 5 Preferred Shares,
on and after December 1, 2007, the Corporation may redeem at any time the
whole, or from time to time, any part of the then outstanding Series 5 Preferred Shares on payment in cash
for each share to be redeemed of $25.00 together with an amount equal to all
accrued and unpaid dividends thereon up to but excluding the date of redemption.  2


3.2Redemption Procedure  In any case of redemption of Series 5 Preferred Shares, the
Corporation shall, at least 30 days before the date specified for redemption,
mail to each person who, at the date of mailing is a registered holder of Series 5
Preferred Shares to be redeemed, a notice in writing of the intention of the
Corporation to redeem such Series 5 Preferred Shares (aRedemption Notice). 
The Redemption Notice shall be mailed in a prepaid envelope addressed to
each such shareholder at such shareholders address as it appears in the
records of the Corporation or in the event of the address of any such shareholder
not so appearing then at the last known address of such shareholder, provided
however that accidental failure or omission to give a Redemption Notice to one
or more of such shareholders shall not affect the validity of such redemption.  In the case of joint holders of Series 5
Preferred Shares, the Redemption Notice may be mailed to any one of such joint
holders.  The Redemption Notice shall set
out the redemption price and the date on which redemption is to take place,
and, if part only of the Series 5 Preferred Shares held by the person to
whom the Redemption Notice is addressed is to be redeemed, the number thereof
so to be redeemed.  On and after the date so specified for redemption, the Corporation
shall pay or cause to be paid to or to the order of the holders of the Series 5
Preferred Shares to be redeemed the amount payable on redemption of such Series 5
Preferred Shares on presentation and surrender at the registered office of the
Corporation or any other place designated in the Redemption Notice of
certificates representing such Series 5  Preferred Shares.  Such payment
shall be made by cheque payable in lawful money of Canada at par at any branchof the Corporations bankers in
Canada. From and after the date
specified for redemption in the Redemption Notice, the Series 5 Preferred
Shares called for redemption shall cease to be entitled to dividends and the
holders thereof shall not be entitled to exercise any of the rights of
shareholders in respect thereof unless the amount payable on redemption of such
Series 5 Preferred Shares is not paid upon presentation and surrender of
certificates for such Series 5 Preferred Shares
in accordance herewith, in which case the rights of the holders, shall remain
unaffected.  For the purposes of these
provisions, the date of redemption of Series 5 Preferred Shares called for
redemption shall be deemed to be the date specified for redemption in the Redemption
Notice relating to such Series 5 Preferred Shares, unless the amount payable on redemption of such Series 5
Preferred Shares is not paid upon presentation and surrender of the
certificates representing such Series 5 Preferred Shares, in which event
the date of redemption shall be the date on which payment is provided for.  The Corporation shall have the right at any time after the mailing of a
Redemption Notice relating to any Series 5 Preferred Shares to deposit the
amount payable on redemption of the Series 5 Preferred Shares so called
for redemption, or of such of the Series 5 Preferred Shares represented by
certificates that have not at the date of such deposit been surrendered by the
holders thereof in connection with such redemption, in a special trust account in any chartered bank or trust company in
Canada named in such Redemption Notice or in a subsequent notice to the
registered holders of the Series 5 Preferred Shares in respect of which such deposit is made to be paid without interest to or to
the order of the respective holders of such Series 5 Preferred Shares,
upon presentation and surrender to such bank or trust company of the
certificates representing such shares.  The rights of the holders of Series 5
Preferred Shares in respect of which such deposit shall  3


have been made shall be limited to receiving without interest their
proportionate part of the total amount so deposited against presentation and
surrender of the certificates representing their respective Series 5
Preferred Shares.  Any interest earned on
any such deposit shall belong to the Corporation.  If part only ofthe Series 5 Preferred Shares is to be redeemed, the shares to be
redeemed will be selected by lot in such manner as the Corporation in its sole
discretion may determine, or if the Corporation so determines, may be redeemed
pro rata, disregarding fractions, or may be selected in such other equitable
manner as the Corporation determines.  If
part only of the Series 5 Preferred Shares represented by any certificate
is redeemed, a new certificate for the balance shall be issued at the expense
of the Corporation.  Redemption moneys (including moneys held on deposit as provided
therein) that are represented by a cheque which has not been duly presented for
payment within, or that otherwise remain unclaimed for, a period of six years
from the date fixed for redemption shall, unless applicable law otherwise
provides, be forfeited to the Corporation.  4.Conversion into Subordinate Voting
Shares at the Option of the Corporation  4.1Right of Conversion  The Series 5 Preferred Shares will not be convertible at the
option of the Corporation prior to December 1, 2007.  On or after December 1, 2007 the
Corporation may, subject to the approval of The Toronto Stock Exchange and such
other stock exchanges on which such shares are then listed, at any time convert
all, or from time to time any part, of the outstanding Series 5 Preferred
Shares into fully paid and non-assessable Subordinate Voting Shares of the
Corporation. The number of Subordinate Voting Shares into which each such Series 5
Preferred Shares may be so converted shall be determined by dividing $25.00
together with all accrued and unpaid dividends on such Series 5 Preferred
Shares to but excluding the date of conversion by the greater of $2.00 and 95%
of the weighted average trading price of such Subordinate Voting Shares on The
Toronto Stock Exchange for the period of 20 trading days (the Trading Period)
which ends on the fourth day prior to the date fixed for conversion or, if that
fourth day is not a trading day, on the immediately preceding trading day (the Current Market Price). 
In the event of:  (a)subdivisions, consolidations or
reclassifications of Subordinate Voting Shares;  (b)distributions to all or
substantially all the holders of Subordinate Voting Shares of:  (i)shares (other than shares
distributed in lieu of dividends paid in the ordinary course),  (ii)rights, options or warrants,  (iii)evidence of indebtedness, or  (iv)assets (other than dividends paid
in the ordinary course); or  4


(c)other similar changes in the share
capital of the Corporation;  which in the opinion of the Board of Directors of the Corporation have
or shall have had an effect on the trading price of Subordinate Voting Shares
on any date during the period commencing with the first day of the Trading
Period and ending on the date fixed for conversion, the Board of Directors,
acting reasonably and in good faith, shall, on or prior to the date fixed for
conversion, prescribe adjustments to be made to the number of Subordinate
Voting Shares to be issued on the date fixed for conversion in order to make
the number of Subordinate Voting Shares to be issued on the date fixed for
conversion fully comparable with the number of Subordinate Voting Shares which
would otherwise have been issuable had any of the foregoing capital changes not
occurred.  Fractional Subordinate Voting
Shares shall not be issued on any conversion of Series 5 Preferred Shares
but in lieu thereof the Corporation shall make payments in an amount per
fractional Subordinate Voting Share otherwise issuable equal to the product of
the fraction of the Subordinate Voting Share otherwise issuable and the greater
of $2.00 and 95% of such Current Market Price, as adjusted, if applicable.  4.2Conversion Procedure  In any case of conversion of Series 5 Preferred Shares pursuant to
this Section 4, the Corporation shall, at least 40 days before the date
fixed for conversion, mail to each person who at the date of mailing is a
registered holder of Series 5 Preferred Shares to be converted a notice in
writing of the intention of the Corporation to convert such Series 5
Preferred Shares.  Such notice shall be
mailed in a prepaid envelope addressed to each such shareholder at such
shareholders address as it appears in this securities register maintained by
or for the Corporation or in the event of the address of any such shareholder
not so appearing, then to the last known address of such shareholder, provided,
however, that accidental failure to give any such notice to one or more of such
holders shall not affect the validity of such conversion.  Such notice shall set out the date fixed for
conversion and,if
part only of the Series 5
Preferred Shares held by the person to whom it is addressed is to be converted,
the number of such Series 5 Preferred Shares to be converted.  If part only of the Series 5 Preferred
Shares is at any time to be converted, the Series 5 Preferred Shares to be
converted shall be selected by lot in such manner as the Corporation in its
sole discretion may determine, or may be selected in such other equitable
manner as the Corporation determines.  On
the date fixed for conversion, the Series 5 Preferred Shares which are the
subject of any such notice shall be converted into whole fully paid and
non-assessable Subordinate Voting Shares of the Corporation.  As promptly as practicable after the date
fixed for conversion, the Corporation shall issue and deliver or cause to be
delivered to the registered holders as at the date fixed for conversion of Series 5
Preferred Shares so converted a certificate or certificates for the number of
Subordinate Voting Shares of the Corporation issued to such holders on
presentation and surrender at the office of the transfer agent for the Series 5 Preferred Shares, or any other
place designated in such notice, of the certificates for the Series 5
Preferred Shares so converted; If less than all of the Series 5 Preferred
Shares represented by a certificate or certificates are to be converted under this
Section 4, the Corporation shall issue and deliver or cause to be
delivered, at the expense of the Corporation, a new certificate representing
the Series 5 Preferred Shares comprised in the certificate or certificates
surrendered as aforesaid which are not to be converted.  Any payment in respect of a fraction of a
Subordinate Voting Share shall be made by cheque payable to the registered
holder as at the date fixed for conversion  5


of Series 5 Preferred Shares so converted.  The Corporation shall deliver or cause to be
delivered such cheque with the certificate or certificates for the Subordinate
Voting Shares deliverable in accordance with the foregoing.  From and after the date fixed for conversion,
the Series 5 Preferred Shares called for conversion shall be deemed to be
converted and the holders thereof shall cease to be entitled to dividends on
such Series 5 Preferred Shares and shall not be entitled to exercise anyof the rights of shareholders in respect
thereof, unless the issue and delivery of the Subordinate Voting Shares and any
payment to which such holders are entitled shall not be duly made by the
Corporation in which case the rights of such holders shall
remain unaffected.  5.Conversion into Subordinate Voting
Shares at the Option of the Holder  5.1Right of Conversion  On or after March 1, 2008, each Series 5 Preferred Share will
be convertible at the option of the holder on the first day of eachof March, June, September and December in
each year (each such date being herein called a Conversion
Date) on prior notice (the Conversion Notice)
given at least 65 days before the applicable Conversion Date into that number of fully
paid and non-assessable Subordinate Voting Shares of the Corporation determined
by dividing $25.00 together with all accrued and unpaid dividends on such Series 5
Preferred Share to but excluding the Conversion Date by the greater of $2.00
and 95% of the Current Market Price during the Trading Period.  In the event of:  (a)subdivisions, consolidations or
reclassifications of Subordinate Voting Shares;  (b)distributions to all or
substantially all the holders of Subordinate Voting Shares of:  (i)shares (other than shares
distributed in lieu of dividends paid in the ordinary course),  (ii)rights, options or warrants,  (iii)evidences of indebtedness, or  (iv)assets (other than dividends paid
in the ordinary course); or  (c)other similar changes in the share
capital of the Corporation;  which in the opinion of the Board of Directors of the
Corporation have or shall have had an effect on the trading price of
Subordinate Voting Shares on any date during the period commencing with the
first day of the Trading Period and ending on the Conversion Date, the Board of
Directors, acting reasonably and in good faith, shall, on or prior to the
Conversion Date, prescribe adjustments to be made to the number of Subordinate
Voting Shares to be issued on the Conversion Date in order to make the number
of Subordinate Voting Shares to be issued on the Conversion Date fully
comparable with the number of Subordinate Voting Shares which would otherwise
have been issuable had any of the foregoing capital changes not occurred.  Fractional Subordinate Voting Shares shall
not be issued on any conversion of Series 5 Preferred Shares but in lieu
thereof the Corporation shall make payments in an amount per fractional
Subordinate Voting Share otherwise  6


issuable equal to the product of the fraction of the Subordinate Voting
Share otherwise issuable and the greater of $2.00 and 95% of such Current
Market Price, as adjusted,if applicable.  5.2Corporations Right to RedeemorArrange Sale  Notwithstanding a holders election to convert Series 5 Preferred
Shares into Subordinate Voting Shares in accordance with this Section 5,
the Corporationmay inrespect of those Series 5 Preferred Shares
which are the subject of a Conversion Notice (the SubjectShares) either (i) redeem on the Conversion
Date any or all of the Subject Shares or (ii) cause the holder to sell on
the Conversion Date any or all of the Subject Shares to another purchaser or
purchasers in the event that a purchaser or purchasers willing to purchase such
Series 5 Preferred Shares is or are found. 
The number of the Subject Shares to be redeemed or sold to other
purchasers shall be determined by the Corporation.  Any such redemption or purchase shall be made
by the payment of an amount of $25.00 per Series 5 Preferred Share,
together with all accrued and unpaid dividends on such Series 5 Preferred Share
to but excluding the Conversion Date, by cheque payable to such holder.  The Subject Shares to be so redeemed or
purchased shall not be converted into Subordinate Voting Shares on the Conversion
Date and the right of any holder to convert such shares into Subordinate Voting
Shares as herein provided shall cease and terminate in that event, provided,
however, that should the Corporation fail to pay or make available for payment
the redemption price or the purchaser or purchasers fail to pay the purchase
price, as the case may be, by the close of business on the Conversion Date, the
right of conversion shall thereupon revive in respect of such shares to have been redeemed or purchased and the conversion
requested by the holder of the Subject Shares shall be implemented with effect
on the Conversion Date as if such shares had not been called for redemption or
sold to a purchaser or purchasers.  If the Corporation elects to redeem or cause the holder to sell any of
the Subject Shares, the Corporation shall, not later than 40 days before the
Conversion Date, give notice to all holders who have given a Conversion Notice
stating:  (i)the number of Subject Shares to be
redeemed by the Corporation;  (ii)the number of Subject Shares to be
sold to another purchaser; and  (iii)the number of Subject Shares to be
converted into Subordinate Voting Shares  such that all of the Subject Shares shall be redeemed, purchased or
converted on the Conversion Date.  The
proportion of the Subject Shares which are either redeemed, purchased or
converted on the Conversion Date shall to the extent practicable be the same
for each shareholder delivering a Conversion Notice in respect of that
Conversion Date.  5.3Conversion Procedure  A holder of Series 5 Preferred Shares may elect to convert into
Subordinate Voting Shares all or part of the Series 5 Preferred Shares
held by such holder only by delivery to the transfer agent for the Series 5
Preferred Shares on or before a date not less than 65 days prior to the
Conversion Date of the certificate or certificates representing Series 5  7


Preferred Shares to be converted together with a duly completed
Conversion Notice in the form set out on the back of the certificate for the Series 5
Preferred Shares to be converted.  The
Conversion Notice shall be signed by the registered holder of the Series 5
Preferred Shares to be converted, or such holders duly authorized attorney,
and shall specify the number of Series 5 Preferred Shares which the holder
desires to have converted.  If less than
all the Series 5 Preferred Shares represented by a certificate or
certificates accompanying any such election are to be converted, the
Corporation shall issue and deliver or cause to be delivered, at the expense of
the Corporation, a new certificate representing the Series 5 Preferred
Shares comprised in the certificate or certificates surrendered as aforesaid
which are not to be converted.  As promptly
as practicable after the Conversion Date the Corporation shall issue and
deliver or cause to be delivered a certificate or certificates for the number
of Subordinate Voting Shares resulting from such conversion in the name of and
to the registered holder of the Series 5 Preferred Shares so converted or,
subject to payment by the registered holder of any stock transfer or other
applicable taxes, in the name of and to such other person or persons as such
registered holder may direct in writing satisfactory to the transfer agent in
form and execution.  Any payment in
respect of a fraction of a Subordinate Voting Share shall be made by cheque
payable to the registered holder as at the Conversion Date of the Series 5
Preferred Shares so converted.  TheCorporation shall deliver or cause to be
delivered such cheque with the certificate or certificates for the Subordinate
Voting Shares deliverable in accordance with the foregoing.  The registered holder of Series 5 Preferred Shares to be converted
as provided in this Section 5 (or any person or persons in whose name or
names any such registered holder of Series 5 Preferred Shares shall have
directed certificates representing Subordinate Voting Shares to be issued as
provided in this subsection 5.3) shallbe deemed to have become a holder of Subordinate Voting Shares of record
on the Conversion Date.  From and after
the Conversion Date, the Series 5 Preferred Shares in respect of which
such conversion rights shall have been exercised and which are to be converted into
Subordinate Voting Shares as provided in this Section 5
shall be deemed to be converted and the holders thereof shall cease to be
entitled to dividends on such Series 5 Preferred Shares and shall not be
entitled to exercise any of the rights of shareholders in respect thereof,
unless the issue and delivery of the Subordinate Voting Shares and any payment
to which such holders are entitled shall not be duly made by the Corporation in
which case the rights of such holders shall remain unaffected.  For the purposes of this Section 5, the Conversion Date applicable
to a particular conversion of Series 5 Preferred Shares (orany redemption or arranged sale thereof as herein provided)
shall be the first Conversion Date which occurs not less than 65 days after an
election has been duly made by the holder of such Series 5 Preferred
Shares as provided in this subsection 5.3.  5.4Redemption or Purchase Procedure  The redemption or the arranged sale by the Corporation, as the case may
be, of Series 5 Preferred Shares as provided in this Section 5 shall
be effected by the transfer agent for the Series 5 Preferred Shares
presenting and surrendering to the Corporation the certificate or certificates representing Series 5
Preferred Shares deposited by the holder thereof for conversion.  8


6.Purchase for Cancellation  Subject to Section 8 hereof, the Corporation may at any time or
from time to time purchase for cancellation all or any number of Series 5
Preferred Shares at any price by an invitation for tenders to all holders of Series 5
Preferred Shares or through the facilities of any stock exchange on which the Series 5
Preferred Shares are listed, or in any other manner, provided that in the case
of a purchase in any other manner the price for such Series 5 Preferred
Shares so purchased for cancellation shall not exceed the highest price offered
for a board lot of the Series 5 Preferred Shares on any stock exchange on
which such shares are listed on the date of purchase, plus the costs of
purchase.  At the option of the Corporation, any invitation for tenders may (but
need not) specify a price which the Corporation is willing topayfor
Series 5 Preferred Shares tendered, or a maximum number of Series 5
Preferred Shares which the Corporation is prepared to purchase, or both.  If upon any invitation
for tenders more Series 5 Preferred Shares are tendered at a price or
prices acceptable to the Corporation than
the Corporation is willing to purchase, the Corporation shall accept the
tenders submitted at the lowest price and then, if necessary, the tenders
submitted at the next progressively higher prices until tenders of the number
of shares which the Corporation is willing to purchase have been accepted.  If more shares are tendered at any such price
than the Corporation is willing to purchase, the shares tendered at that price
shall be purchased as nearly as may be pro rata (disregarding fractions) according
to the number of Series 5 Preferred Shares so tendered by each of the
holders of the Series 5 Preferred Shares who submitted tenders at that
price.  7.Authorized Capital  Any Series 5 Preferred Shares which are redeemed or purchased in
accordance herewith shall be cancelled and such Series 5 Preferred Shares
and any Series 5 Preferred Shares converted in accordance herewith shall
not be reissued by the Corporation.  8.Restrictions on Dividends and Retirement of Shares  So long as any of the Series 5 Preferred Shares are outstanding,
the Corporation shall not at any time without, but may at any time with, the
prior approval of the holders of the Series 5 Preferred Shares given as
specified in Section 11 hereof and such other approvals as may then be
prescribed by applicable law:  (i)declare, pay or set apart for
payment any dividend on the Multiple Voting Shares, Subordinate
Voting Shares or shares of any other class of shares of the Corporation ranking
junior to the Series 5 Preferred Shares with respect
to priority in the
payment of dividends, other than a stock dividend payable in Multiple Voting
Shares, Subordinate Voting Shares or shares of any other class of shares of the
Corporation ranking junior to the Series 5 Preferred Shares
with respect to priority in the payment of dividends; or  (ii)redeem, purchase or otherwise
retire or make any capital distribution on or in respect
of any Multiple
Voting Shares, Subordinate Voting Shares or shares of any other class of shares
of the Corporation ranking junior to the  9


Series 5 Preferred Shares with respect to priority in the
distribution of assets in the event of the liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, or other
distribution of assets of the Corporation among its shareholders for the
purpose of winding-up its affairs, except out of the net cash proceeds of a
substantially concurrent issue of shares of the Corporation ranking junior to
the Series 5 Preferred Shares with respect to priority in the distribution
of assets in the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, or other distribution of assets of the
Corporation among its shareholders for the purpose of winding-up its affairs;
or  (iii)redeem, purchase or otherwise
retire less than all of the Series 5 Preferred Shares then outstanding; or  (iv)redeem, purchase or otherwise
retire any other shares of the Corporation ranking on a parity with the Series 5
Preferred Shares with respect to the payment of dividends or the distribution
of assets in the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution of assets
of the Corporation among its shareholders for the purpose of winding-up its
affairs, except in connection with the exercise of any purchase obligation,
sinking fund, retraction privilege or mandatory redemption provisions attached
to any such shares;  unless all dividends then payable shall have been declared and paid or set
apart for payment in respect of the Series 5 Preferred Shares, and all
dividends then payable on all other shares of the Corporation then issued and
outstanding ranking prior to or on a parity with the Series  5 Preferred Shares in respect of the payment
of dividends shall have been declared and paid or set apart for payment.  9.Liquidation, Dissolution or Winding-up  In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other distribution of
assets of the Corporation among its shareholders for purpose of winding-up its
affairs, the holders of the Series 5 Preferred Shares shall be entitled to
receive from the assets of the Corporation an amount equal to the aggregate of (a) $25.00
per Series 5 Preferred Share held by them respectively, plus (b) an
amount equal to all dividends, if any, accrued and unpaid thereon up to but
excluding the date of distribution, the whole before any amount shall be paid
by the Corporation or any assets of the Corporation shall be distributed to
holders of the Multiple Voting Shares or Subordinate Voting Shares of the
Corporation or to the holders of any other class of shares of the Corporation
ranking junior to the Series 5 Preferred Shares with respect to priority
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 assets of the Corporation among its shareholders for the
purpose of winding-up its affairs.  After
payment to the holders of the Series 5 Preferred Shares of the amounts so
payable to them, they shall not be entitled to share in any further
distribution of the assets of the Corporation.  10


10.Modification of Series Provisions  The rights, privileges, restrictions and conditions attaching to the Series 5
Preferred Shares may be deleted, varied, modified, amended or amplified by the
Corporation with the approval of the holders of the Series 5 Preferred
Shares as provided for in Section 11 hereof.  11.Approval of Holders of Series 5
Preferred Shares  Any approval required to be given hereunder at any time by the holders
of the Series 5 Preferred Shares shall be given either in such manner as
may then be required by applicable law or, if permitted by applicable law, by
an instrument or instruments in writing signed by the holders of not less than
two-thirds of the then outstanding Series 5 Preferred Shares or by
resolution passed by not less than two-thirds of the votes cast on a poll at a
meeting or adjourned meeting of the holders of the Series 5 Preferred
Shares then outstanding duly called for that purpose.  In the event that such approval is to be
given at a meeting of the holders of the Series 5 Preferred Shares, a
quorum for the meeting shall consist of the holders, present in person or
represented by proxy, of not less than 25% of the Series 5 Preferred
Shares outstanding at the time of the meeting; if, however, the holders of 25%
of the outstanding Series 5 Preferred Shares are not present in person or
represented by proxy at such meeting within one-half hour after the time for
which the meeting was called, the meeting shall be adjourned to a subsequent
date, and a quorum for the adjourned meeting shall consist of two or more
persons holding Series 5 Preferred Shares or representing holders ofsuch shares by proxy.  Except as otherwise provided above, the
formalities to be observed with respect to the calling and conduct of such
meeting or adjourned meeting shall be those from
time to time prescribed by the by-laws of the Corporation with respect to
meetings of shareholders or as otherwise provided by law.  On every Poll taken at a meeting of holders
of Series 5 Preferred Shares, each holder entitled to vote thereat shall
be entitled to one vote for each Series 5 Preferred Shares held by such
holder.  12.Voting Rights  Except as provided in Section 11, the holders of the Series 5
Preferred Shares will not be entitled as such to receive notice of, or to
attend, or to vote at, any meeting of the shareholders of the Corporation
unless the Corporation shall have failed to pay eight quarterly dividends on
the Series 5 Preferred Shares, whether or not consecutive.  In that event and for so long as any of such
dividends on such Series 5 Preferred Shares remain in arrears, the holders
of the Series 5 Preferred Shares will be entitled to receive notice of,
and to attend, all meetings of holders of Subordinate Voting Shares of the
Corporation and will be entitled to vote in accordance with the Articles of the
Corporation for the First Preferred Shares.  13.Tax Election  The Corporation shall elect, in the manner and within the time provided
under subsection 191.2(1) of Part VI.1 of theIncome Tax Act(Canada) or any successor or
replacement provision of similar effect, to pay tax at a rate and take all
other necessary action under such Act such that no holder of the Series 5
Preferred Shares will be required  11


to pay tax on dividends received on the Series 5 Preferred Shares
under Section 187.2 of Part IV.1 of such Act or any successor or
replacement provisions of similar effect.  12