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                                                                   EXHIBIT 4.4


                                PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT is made as of the 19th day of June, 2003

B E T W E E N:

            ROGERS CABLE INC., a corporation incorporated under the Business
            Corporations Act (Ontario)

            (the "Company")

            and

            JPMORGAN CHASE BANK, a New York banking corporation, as trustee

            (the "Trustee")

      In consideration of the premises herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby covenanted, agreed and acknowledged by and between
the parties hereto as follows:

1.    Reference is made to that certain indenture, of even date herewith,
      between the Company, as issuer, and the Trustee, as trustee, providing for
      the issuance of the Securities (as defined below), as the same may be
      amended, supplemented, restated or replaced from time to time (the
      "Indenture"). In this Pledge Agreement, unless something in the subject
      matter or context is inconsistent therewith, capitalized terms used but
      not defined herein have the respective meanings attributed to them in the
      Indenture as in effect on the date hereof, and "Securities" means the
      U.S.$350,000,000 aggregate principal amount of 6.25% Senior (Secured)
      Second Priority Notes due 2013 of the Company and the Exchange Securities
      (as defined in the Indenture) issued under the Indenture.

2.    The Company hereby deposits with and assigns and pledges to the Trustee
      the Trust Bond to be held by the Trustee pursuant to the provisions
      hereof, as trustee for and on behalf of each of the holders of Securities,
      as general and continuing collateral security for the due repayment and
      satisfaction of all present and future indebtedness, liabilities and
      obligations of the Company of any kind whatsoever under, in connection
      with or relating to the Indenture, including, without limitation, the
      Securities and any ultimate unpaid balance thereof, and to secure the due
      performance of all other present and future obligations of the Company to
      the Trustee (including obligations under Section 607 of the Indenture) and
      the holders of Securities under the Indenture and the Securities
      (collectively, the "Obligations").

3.    If, at any time, an Event of Default shall have occurred and be
      continuing, the Trustee may, at any time, realize upon the Trust Bond, in
      the manner and to the extent permitted
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      by law, by sale, transfer or delivery, and may exercise and enforce all
      rights and remedies of the holder of the Trust Bond (including, without
      limitation, making demand thereunder as if the Trustee were the absolute
      owner thereof) without notice to, consent of or control by the Company,
      and, except to the extent required by law, any such right or remedy may be
      exercised separately or in combination with any other right or remedy and
      shall be in addition to and not in substitution for any other rights of
      the Trustee however created; provided that the Trustee shall not be bound
      to exercise any such right or remedy and shall not be liable for any loss
      which may be occasioned by any failure to do so; and provided further that
      any such sale, transfer or delivery shall be on terms whereby the Person
      acquiring the Trust Bond shall hold the Trust Bond subject to the
      provisions hereof.

4.    If any moneys received by the Trustee as payment under the Trust Bond or
      by way of realization of the security hereby constituted are in a currency
      (the "Realization Currency") which is different from the currency of any
      of the Obligations secured hereby (the "Agreed Currency"), then, in such
      event, the Trustee shall be entitled to convert all or a portion of such
      moneys as are in the Realization Currency into the Agreed Currency at the
      rate of exchange quoted by The Toronto-Dominion Bank at its central
      foreign exchange desk in its head office in Toronto at 12:00 noon (Toronto
      time) on the date of receipt and to apply the new amount of moneys
      received on such conversion on account of the Obligations hereby secured,
      and, in any such case, the amount of the Obligations hereby secured will
      be reduced by the amount of the Agreed Currency so applied, and, for
      greater certainty, the Company shall remain fully liable for the balance
      of such Obligations.

5.    The proceeds of the Trust Bond, including, without limitation, any
      distributions in respect thereof by the Trustee, shall be applied by the
      Trustee on account of such part of the Obligations as it chooses without
      prejudice to its claims upon the Company for any deficiency.

6.    The Trustee may, from time to time, grant extensions of time or other
      indulgences, take and give up securities, accept compositions, grant
      releases and discharges and otherwise deal with the Company and other
      parties, sureties or securities as the Trustee may see fit in accordance
      with the terms of the Indenture and the Securities without prejudice to
      the Trustee's rights in respect of the Trust Bond or in any way limiting
      or lessening the liability of the Company under the Trust Bond.

7.    Upon full, final and irrevocable satisfaction of the Obligations, the
      Trust Bond, upon Company Order, shall be delivered to the Deed Trustee for
      cancellation.

8.    The Trust Bond shall not operate by way of merger of any of the
      Obligations, and no judgment recovered by or on behalf of the Trustee
      shall operate by way of merger of, or in any way affect, the security of
      the Trust Bond which is in addition to and not in substitution for any
      other security now or hereafter held by the Trustee.
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9.    Notwithstanding the provisions of any other section of this Pledge
      Agreement or any provisions of the Indenture, the Inter-Creditor
      Agreement, the Deed of Trust or any security provided for thereunder,
      under no circumstances, other than if an Event of Default shall have
      occurred and be continuing, may the Trustee collect or claim a right to
      collect any amounts on or in respect of the Trust Bond or pursuant to any
      provisions of the Deed of Trust or the security provided for thereunder or
      under the Indenture. If any such amount is, for any reason, received by
      the Trustee, it shall pay over the amount to the Company or to the
      Restricted Subsidiary providing security in respect of the Obligations
      (the "Payee") unless (i) an Event of Default shall have occurred and be
      continuing or (ii) a Default shall have occurred and be continuing, in
      which case, the Trustee shall retain such amount in trust for the benefit
      of the Payee until (a) the Default has been cured or (b) any applicable
      grace period in respect of such Default has expired, at which time, the
      Trustee shall pay over such amount to the Payee unless an Event of Default
      shall have occurred and be continuing. Any such amount received by the
      Trustee which it is required to pay to the Payee pursuant to this Section
      9 shall, in no circumstances, be deemed to be a payment on account of the
      Obligations.

10.   Notwithstanding that the Trust Bond is expressed to be payable on demand,
      the Trustee shall have no right to, and shall not, demand payment unless
      or until an Event of Default shall have occurred and be continuing.
      Notwithstanding any provisions of the Trust Bond, payment to the Trustee
      or to the holders of Securities of interest for any period in respect of
      the Obligations shall be deemed to be payment in satisfaction of the
      interest payment for the same period under the Trust Bond. No payment of
      principal on account of any of the Obligations shall be treated as a
      payment on account of any of the principal amount of the Trust Bond. The
      Trustee, in realizing on the Trust Bond or the security constituted
      thereby, shall not claim under the Trust Bond any greater amount in the
      aggregate for principal and interest than the aggregate of the Obligations
      then owing by the Company.

11.   The Company shall not amend, modify or supplement, or waive or consent to
      departures from, the provisions of the Trust Bond or any other pledge
      agreement relating to any other Senior Secured Bond (as such term is
      defined in the Deed of Trust) issued pursuant to the Deed of Trust except
      as provided in the Deed of Trust.

12.   (a) Upon the deposit of the Trust Bond pursuant to Section 2 hereof, the
      Trust Bond shall have a legend conspicuously noted thereon substantially
      in the form of the legend below:

                  "This Senior Secured Bond is subject to the terms and
                  conditions of a pledge agreement, of even date herewith,
                  entered into by the Company and JPMorgan Chase Bank, as
                  trustee, in connection with the issue by the Company of
                  U.S.$350,000,000 aggregate principal amount of 6.25% Senior
                  (Secured) Second Priority Notes due 2013."
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      (b) Any bond issued under the Deed of Trust in substitution for, or in
      replacement of, the Trust Bond shall have conspicuously noted thereon the
      legend referred to in Section 12(a) hereof.

13.   The provisions hereof shall be binding upon, and shall inure to the
      benefit of, the Company, the Trustee and the holders of Securities and
      their respective successors and permitted assigns.

14.   Nothing contained herein, in the Trust Bond or in the Deed of Trust shall
      amend, modify, vary or otherwise change the rights of the Trustee or any
      of the holders of Securities or the obligations of the Company under the
      Indenture or in respect of the Securities or shall limit the rights of the
      Trustee or any of the holders of Securities under, or in respect of, the
      Obligations.

15.   This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the Province of Ontario and the laws of Canada
      applicable therein.



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      IN WITNESS WHEREOF, the parties hereto have duly executed this instrument
as of the day and year first above written.

                                  ROGERS CABLE INC.


                                  By:  /s/ M. Lorraine Daly
                                       -----------------------------------------
                                       Name:      M. Lorraine Daly
                                       Title:     Vice-President, Treasurer


                                  By:  /s/ Alan D. Horn
                                       -----------------------------------------
                                       Name:      Alan D. Horn
                                       Title:     Vice-President


                                  JPMORGAN CHASE BANK, as trustee for the Notes


                                  By:  /s/ Natalia Moran
                                       -----------------------------------------
                                       Name: Natalia Moran
                                       Title: Vice President