<PAGE>

                           ROGERS COMMUNICATIONS INC.
                              (THE "CORPORATION")

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

        NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS AND
                                CLASS MEETING OF
                 CLASS A VOTING SHAREHOLDERS OF THE CORPORATION

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

                           NOTICE OF CLASS MEETING OF
               CLASS B NON-VOTING SHAREHOLDERS OF THE CORPORATION

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

                              INFORMATION CIRCULAR

          FOR THE ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS,
                THE CLASS MEETING OF CLASS A VOTING SHAREHOLDERS
              AND CLASS MEETING OF CLASS B NON-VOTING SHAREHOLDERS
                   OF THE CORPORATION TO BE HELD MAY 27, 2004
<PAGE>

                           ROGERS COMMUNICATIONS INC.
                         ------------------------------

                NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF
                       SHAREHOLDERS AND CLASS MEETING OF
                 CLASS A VOTING SHAREHOLDERS OF THE CORPORATION
                         ------------------------------

     NOTICE  IS HEREBY  GIVEN that the  Annual and Special  General Meeting (the
"Annual General Meeting") of the Shareholders of Rogers Communications Inc. (the
"Corporation") and a Class Meeting of the  holders of the Class A Voting  shares
of  the Corporation (collectively, the  "Class A Meetings") will  be held at the
Velma Rogers Graham Theatre, 333 Bloor Street East, Toronto, Ontario, Canada  on
Thursday,  May  27,  2004 at  the  hour of  10:00  a.m. (Toronto  time)  for the
following purposes:

1.   to receive the consolidated financial statements of the Corporation and its
     subsidiaries for the fiscal year ended December 31, 2003, together with the
     auditors'  report  thereon  and  the   report  of  the  directors  of   the
     Corporation;

2.   to elect 17 directors of the Corporation;

3.   to   appoint  auditors  and  to  authorize   the  directors  to  fix  their
     remuneration;

4.   to consider and if  thought advisable, to pass  the special resolution  and
     special  separate resolution,  in the  form, subject  to Note  2 below, set
     forth in Exhibit A to the Information Circular accompanying this Notice  of
     Class  A Meetings, the text of  which proposed resolutions are incorporated
     herein by reference (i) to, by special resolution: (a) amend the Notice  of
     Articles  of the Corporation to remove  the application of the Pre-existing
     Company Provisions (as  such term  is defined  in Exhibit  A); (b)  further
     amend  the Notice of Articles of the Corporation to eliminate all series of
     Preferred Shares  of  the Corporation  (the  "Preferred Shares")  that  are
     authorized  but no shares of which are currently issued; and (c) delete the
     existing Articles of the Corporation  in their entirety and substitute  new
     Articles  therefor; and (ii) by special separate resolution, to provide the
     consent of the holders of the Class A Voting shares (the "Class A Shares"),
     as such, to the  reduction in the  number of votes required  to be cast  in
     favour  of a special separate resolution, to 2/3 of the votes cast in order
     to pass such resolution;

5.   to consider, and if thought advisable,  to pass the special resolution,  in
     the  form set forth  in Exhibit B to  the Information Circular accompanying
     this Notice of Class A Meetings,  the text of which proposed resolution  is
     incorporated  herein by reference, (a) to provide that a Class A Share that
     has been converted  to a Class  B Non-Voting share  (a "Class B  Non-Voting
     Share")  and a Class A Share that has been redeemed, purchased or otherwise
     acquired by the Corporation shall be cancelled and not reissued; and (b) to
     increase the number  of votes attached  to the Class  A Shares from  twenty
     five to fifty votes per share; and

6.   to  transact all such further or other business as may properly come before
     the Class A Meetings or any adjournments or postponements thereof.

     Only holders of record of Class A Shares at the close of business on  April
16,  2004 are  entitled to  vote at  the Class  A Meetings.  Holders of  Class B
Non-Voting Shares are entitled to attend the Annual General Meeting, but are not
entitled to vote on the matters to be considered at the Class A Meetings.

     The Class A Meetings  will be held at  the same time and  place as a  class
meeting  of the holders of the Class B Non-Voting Shares (the "Class B Meeting")
for the purposes set out in the accompanying notice for the Class B Meeting.

     An Information Circular accompanies this Notice of Class A Meetings. If you
are a holder of Class A Shares, a form of proxy on the green sheet (the "Class A
proxy") accompanies this Notice of  Class A Meetings for  use by the holders  of
the  Class A  Shares at the  Class A Meetings.  If you  are a holder  of Class B
Non-Voting Shares a form of  proxy on the blue sheet  (the "Class B proxy")  for
use at the Class B Meeting accompanies the notice for the Class B Meeting.

     A  Class A proxy, a Class B proxy  or other proof of share ownership may be
required for admission to the Class A Meetings.
<PAGE>

NOTES:

(1)  The consolidated financial  statements of  the Corporation  for the  fiscal
     year  ended December 31, 2003 and the auditors' report thereon form part of
     the Corporation's Annual Report, which  accompanies this Notice of Class  A
     Meetings.  The report  of the  directors is  incorporated into Management's
     Discussion and Analysis, which forms part of the Annual Report.

(2)  Prior to the resolutions referred in  paragraph 4 above being moved at  the
     Class  A Meetings,  the holders  of the Class  B Non-Voting  Shares will be
     asked to pass a special separate resolution consenting to the reduction  in
     the  number of votes  required to be  cast in favour  of a special separate
     resolution, to 2/3 of the votes cast  in order to pass such resolution.  If
     such special separate resolution is not passed by the requisite majority of
     3/4  of the  votes cast by  the holders  of the Class  B Non-Voting Shares,
     Schedule A to the accompanying Information Circular will be read as set out
     in Note 1 to Exhibit  A, the effect of which  is to maintain the number  of
     votes  required to be cast  in favour of a  special separate resolution, at
     3/4 of the votes cast in order to pass such resolution.

(3)  Holders of Class A Shares who are unable to attend the Class A Meetings are
     kindly requested to  specify, on the  enclosed form of  Class A proxy,  the
     manner  in which  the shares  represented thereby are  to be  voted and are
     requested to complete, sign, date and return (in the envelope provided  for
     that  purpose)  the form  of  Class A  proxy, by  no  later than  4:30 p.m.
     (Toronto time) on Wednesday, May  26, 2004, or if  either (or both) of  the
     meetings  constituting  the  Class  A Meetings  is  (or  are)  adjourned or
     postponed, 48 hours (excluding Saturdays, Sundays and holidays) before  the
     time  fixed for the commencement of  the adjourned or postponed meeting (or
     meetings).

(4)  Shareholders should take notice that the existing and proposed Articles  of
     the  Corporation impose certain  restrictions on the  issue and transfer of
     the  Corporation's  shares  and  the  exercise  of  voting  rights.   These
     restrictions  are detailed under the heading "Restrictions on the Transfer,
     Voting and Issue of Shares" in the accompanying Information Circular.

(5)  On peut  obtenir le  texte francais  de cette  circulaire d'information  en
     communiquant  avec Mr. Bruce Mann, au siege social de la Compagnie situe au
     333 Bloor Street  East, Toronto,  Ontario, M4W  1G9, ou  en telephonant  au
     (416) 935-3532. Le texte francais sera disponible a l'assemblee.

     DATED at Toronto, Ontario, this 21st day of April, 2004.
                                         BY ORDER OF THE BOARD OF DIRECTORS

                                         DAVID P. MILLER, Secretary
<PAGE>

                           ROGERS COMMUNICATIONS INC.
                         ------------------------------

                           NOTICE OF CLASS MEETING OF
               CLASS B NON-VOTING SHAREHOLDERS OF THE CORPORATION
                         ------------------------------

     NOTICE  IS HEREBY  GIVEN that  a Class Meeting  (the "Class  B Meeting") of
holders of the Class  B Non-Voting shares (the  "Class B Non-Voting Shares")  of
Rogers  Communications Inc. (the "Corporation") will be held at the Velma Rogers
Graham Theatre, 333 Bloor Street East, Toronto, Ontario, Canada on Thursday, May
27, 2004 at the hour of 10:00 a.m. (Toronto time) for the following purposes:

1.   to  consider  and  if  thought  advisable,  to  pass  a  special   separate
     resolution,  in the form set forth in Exhibit C to the Information Circular
     accompanying this Notice  of Class B  Meeting, the text  of which  proposed
     resolution  is incorporated herein by reference,  to provide the consent of
     the holders of the Class B Non-Voting Shares to the reduction in the number
     of votes required to be cast in favour of a special separate resolution, to
     2/3 of the votes cast in order to pass such resolution; and

2.   to transact all such further or other business as may properly come  before
     the Class B Meeting or any adjournments or postponements thereof.

     Only  holders  of record  of  Class B  Non-Voting  Shares at  the  close of
business on April 16, 2004 are entitled to vote on the matters to be  considered
at the Class B Meeting.

     The  Class B Meeting will be  held at the same time  and place as an Annual
and Special General Meeting of the  Shareholders of the Corporation and a  Class
Meeting  of the holders of  the Class A Voting shares  (the "Class A Shares") of
the Corporation (collectively, the "Class A Meetings") for the purposes set  out
in the accompanying Notice of Class A Meetings.

     An  Information Circular accompanies this Notice of Class B Meeting. A form
of proxy on  the blue sheet  (the "Class  B proxy") accompanies  this Notice  of
Class  B Meeting for use by the holders  of the Class B Non-Voting Shares at the
Class B Meeting.

     A Class B  proxy or  other proof  of share  ownership may  be required  for
admission to the Class B Meeting.

NOTES:

(1)  The  consolidated financial  statements of  the Corporation  for the fiscal
     year ended December 31, 2003 and the auditors' report thereon form part  of
     the  Corporation's Annual Report, which accompanies  this Notice of Class B
     Meeting. The  report of  the directors  is incorporated  into  Management's
     Discussion and Analysis, which forms part of the Annual Report.

(2)  Holders  of Class B Non-Voting Shares who  are unable to attend the Class B
     Meeting are kindly requested  to specify, on the  enclosed form of Class  B
     proxy,  the manner in which the shares  represented thereby are to be voted
     and are  requested to  complete, sign,  date and  return (in  the  envelope
     provided for that purpose) the form of Class B proxy, by no later than 4:30
     p.m.  (Toronto time) on Wednesday, May 26,  2004, or if the Class B Meeting
     is adjourned  or  postponed, 48  hours  (excluding Saturdays,  Sundays  and
     holidays)  before the time  fixed for the commencement  of the adjourned or
     postponed meeting.

(3)  Shareholders should take notice that the existing and proposed Articles  of
     the  Corporation impose certain  restrictions on the  issue and transfer of
     the  Corporation's  shares  and  the  exercise  of  voting  rights.   These
     restrictions  are detailed under the heading "Restrictions on the Transfer,
     Voting and Issue of Shares" in the accompanying Information Circular.

(4)  On peut  obtenir le  texte francais  de cette  circulaire d'information  en
     communiquant  avec Mr. Bruce Mann, au siege social de la Compagnie situe au
     333 Bloor Street  East, Toronto,  Ontario, M4W  1G9, ou  en telephonant  au
     (416) 935-3532. Le texte francais sera disponible a l'assemblee.

     DATED at Toronto, Ontario, this 21st day of April, 2004.
                                         BY ORDER OF THE BOARD OF DIRECTORS

                                         DAVID P. MILLER, Secretary
<PAGE>

                           ROGERS COMMUNICATIONS INC.

                              INFORMATION CIRCULAR

          FOR THE ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS,
                THE CLASS MEETING OF CLASS A VOTING SHAREHOLDERS
              AND CLASS MEETING OF CLASS B NON-VOTING SHAREHOLDERS
                   OF THE CORPORATION TO BE HELD MAY 27, 2004

                            SOLICITATION OF PROXIES

     THIS  INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF PROXIES BY THE MANAGEMENT  OF ROGERS COMMUNICATIONS INC. (the  "Corporation")
for  use at the Annual and Special  General Meeting of Shareholders (the "Annual
General Meeting"), the Class  Meeting of Class  A Voting Shareholders  (together
with  the Annual General Meeting being collectively  referred to as the "Class A
Meetings") and the Class Meeting of Class B Non-Voting Shareholders (the  "Class
B  Meeting" and together with, the  Class A Meetings being collectively referred
to as the "Meetings")  of the Corporation  to be held, on  a combined basis,  on
Thursday,  May 27,  2004, at  the time  and for  the purposes  set forth  in the
accompanying Notices  of the  Meetings and  at any  adjournment or  adjournments
thereof.  Holders  of  Class A  Voting  shares  ("Class A  Shares")  or  Class B
Non-Voting shares ("Class B Non-Voting Shares") who are unable to be present  at
the  Class A Meetings or the Class B Meeting,  as the case may be, in person are
requested to complete, sign, date and return  the enclosed form of proxy on  the
green  sheet (the "Class A proxy")  or the form of proxy  on the blue sheet (the
"Class B proxy") to  the Secretary of the  Corporation, c/o Computershare  Trust
Company  of Canada, 100 University Avenue,  9th Floor, Toronto, Ontario M5J 2Y1,
facsimile number (416) 263-9524 (in the Toronto area) or 1-866-249-7775 (outside
the Toronto area) by  4:30 p.m. (Toronto  time) on Wednesday,  May 26, 2004.  An
addressed  envelope with  postage prepaid accompanies  this Information Circular
and may  be  used for  such  purpose. The  Corporation  will bear  the  cost  of
solicitation  on behalf of management of proxies in the form furnished herewith.
THE SOLICITATION WILL BE PRIMARILY BY MAIL. HOWEVER, PROXIES MAY BE SOLICITED BY
TELEPHONE OR  IN WRITING  BY DIRECTORS,  OFFICERS OR  DESIGNATED AGENTS  OF  THE
CORPORATION.  THE  CORPORATION  WILL,  UPON  REQUEST,  REIMBURSE BROKER-DEALERS,
BANKS, CUSTODIANS, NOMINEES AND OTHER FIDUCIARIES FOR THEIR REASONABLE  EXPENSES
INCURRED  IN FORWARDING PROXY MATERIAL TO BENEFICIAL OWNERS OF THE CORPORATION'S
SHARES.

                             APPOINTMENT OF PROXIES

     The persons named in  the accompanying form  of Class A  proxy and form  of
Class  B proxy  are Edward  S. Rogers, O.C.  (the President  and Chief Executive
Officer of the Corporation), Edward Rogers and Melinda Rogers, each of whom is a
director of  the  Corporation. A  SHAREHOLDER  DESIRING TO  APPOINT  SOME  OTHER
PERSON(S)  (WHO NEED NOT BE A SHAREHOLDER)  TO REPRESENT SUCH SHAREHOLDER AT THE
MEETINGS MAY DO  SO BY  STRIKING OUT  THE NAMES  OF THE  SPECIFIED NOMINEES  AND
INSERTING  THE NAME OF THE SHAREHOLDER'S  NOMINEE(S) IN THE BLANK SPACE PROVIDED
OR BY  COMPLETING  ANOTHER  APPROPRIATE  FORM OF  PROXY  AND,  IN  EITHER  CASE,
DELIVERING  THE COMPLETED FORM  OF PROXY, AT  ANY TIME UP  TO 4:30 P.M. (TORONTO
TIME) ON  WEDNESDAY, MAY  26, 2004,  TO THE  SECRETARY OF  THE CORPORATION,  C/O
COMPUTERSHARE  TRUST  COMPANY  OF  CANADA,  100  UNIVERSITY  AVENUE,  9TH FLOOR,
TORONTO, ONTARIO M5J 2Y1, FACSIMILE NUMBER (416) 263-9524 (IN THE TORONTO  AREA)
OR 1-866-249-7775 (OUTSIDE THE TORONTO AREA).

                          NON-REGISTERED SHAREHOLDERS

     Only   registered  shareholders  or  the  persons  they  appoint  as  their
proxyholders are permitted to  attend and/or vote at  the Meetings. However,  in
many  cases,  shares  of  the  Corporation beneficially  owned  by  a  holder (a
"Non-Registered Holder") are registered either:

     (a)   in the name of an  intermediary that the Non-Registered Holder  deals
           with  in  respect  of the  shares,  such as  banks,  trust companies,
           securities dealers  or  brokers  and trustees  or  administrators  of
           self-administered RRSPs, RRIFs, RESPs and similar plans; or

     (b)   in  the name  of a  depository (such  as The  Canadian Depository for
           Securities Limited) of which the intermediary is a participant.
<PAGE>

     In accordance  with  the requirements  of  applicable securities  law,  the
Corporation  has  distributed  copies  of  the  Notices  of  the  Meetings, this
Information  Circular,  the  forms  of   proxy,  and  the  2003  Annual   Report
(collectively,  the "meeting materials") to  the depositories and intermediaries
for onward distribution to Non-Registered Holders.

     Intermediaries are required to forward meeting materials to  Non-Registered
Holders  unless a  Non-Registered Holder has  waived the right  to receive them.
Very often, intermediaries  will use  service companies to  forward the  meeting
materials  to Non-Registered Holders. Non-Registered Holders who have not waived
the right to receive meeting materials will either:

A.  receive, as part of the  meeting materials, a voting instruction form  which
     must  be completed,  signed and delivered  by the  Non-Registered Holder in
     accordance with the directions provided  by the intermediary on the  voting
     instruction  form (which  may in  some cases  permit the  completion of the
     voting instruction form by telephone or through the internet);

     or

B.  be given a form of proxy  which has already been signed by the  intermediary
     (typically  by a facsimile, stamped signature),  which is restricted to the
     number of shares beneficially owned by the Non-Registered Holder but  which
     is  otherwise uncompleted.  This form  of proxy need  not be  signed by the
     Non-Registered Holder. In this case,  the Non-Registered Holder who  wishes
     to  submit a proxy should otherwise properly complete the form of proxy and
     deposit it as described above.

     The purpose  of these  procedures is  to permit  Non-Registered Holders  to
direct  the voting of the shares  they beneficially own. Should a Non-Registered
Holder who receives either a proxy or  a voting instruction form wish to  attend
and  vote at the Meetings  in person (or have another  person attend and vote on
behalf of the  Non-Registered Holder), the  Non-Registered Holder should  strike
out  the names of the  persons named in the  proxy and insert the Non-Registered
Holder's (or such other person's)  name in the blank  space provided or, in  the
case  of a voting instruction form, follow the corresponding instructions on the
form. IN  EITHER  CASE,  NON-REGISTERED  HOLDERS  SHOULD  CAREFULLY  FOLLOW  THE
INSTRUCTIONS OF THEIR INTERMEDIARIES AND THEIR SERVICE COMPANIES.

                                   REVOCATION

     The  appropriate form of proxy must be signed by the shareholder, or by his
or her attorney  authorized in writing,  and should  be dated with  the date  on
which  it is executed. A registered shareholder who has given a proxy may revoke
it by:

     (a)   completing and signing a proxy bearing a later date and depositing it
           with Computershare Trust Company of Canada at the address noted above
           by 4:30 p.m. (Toronto time) on Wednesday, May 26, 2004;

     (b)   depositing an instrument in writing executed by the shareholder or by
           the  shareholder's  attorney  authorized  in  writing:  (i)  at   the
           registered  office of the Corporation at any time up to and including
           the last  business day  preceding  the day  of  the Meetings  or  any
           adjournment  of the Class A Meetings or  Class B Meeting at which the
           proxy is to be used, or (ii) with the Chairman of the Meetings  prior
           to the commencement of the Meetings on the day of the Meetings or any
           adjournment of the Class A Meetings or Class B Meeting; or

     (c)   in  any  other manner  provided  by law  or  by the  Articles  of the
           Corporation.

     The revocation of a proxy  will not affect any matter  on which a vote  has
been  taken before the  revocation. A Non-Registered Holder  may revoke a voting
instruction form or a waiver  of the right to  receive meeting materials and  to
vote given to an intermediary at any time by written notice to the intermediary,
except  that an intermediary is not required to  act on a revocation of a voting
instruction form or of a waiver of the right to receive meeting materials and to
vote that is not received by the  intermediary at least seven days prior to  the
Meetings.

                             EXERCISE OF DISCRETION

     Nominees  named in  the accompanying forms  of proxy will  vote or withhold
from voting the Class  A Shares represented thereby,  or the Class B  Non-Voting
Shares represented thereby, as the case may be, on any ballot that may be called
for   in  accordance   with  the   shareholder's  instructions   (provided  such
instructions are certain) and  if such shareholder has  specified a choice  with
respect  to any matter  to be acted  on at the  Meetings for which  the proxy is
given, the shares will be voted accordingly.

                                        2
<PAGE>

     IN THE ABSENCE OF SUCH INSTRUCTIONS:

A.  CLASS A SHARES WILL BE VOTED (I) ON THE ELECTION OF THE DIRECTORS, IN FAVOUR
    OF THE DIRECTORS NAMED IN THIS INFORMATION CIRCULAR; (II) ON THE APPOINTMENT
    OF AUDITORS, IN FAVOUR OF THE  AUDITORS NAMED IN THIS INFORMATION  CIRCULAR;
    (III)  IN  FAVOUR  OF  THE  AUTHORIZATION  FOR  THE  DIRECTORS  TO  FIX  THE
    REMUNERATION OF THE AUDITORS; AND (IV) ON THE SPECIAL RESOLUTION AND SPECIAL
    SEPARATE RESOLUTION IN THE  FORM OF EXHIBIT A  HERETO (IF APPLICABLE, AS  IT
    MAY  BE AFFECTED IN THE MANNER SET OUT IN NOTE 1 TO EXHIBIT A), IN FAVOUR OF
    SUCH RESOLUTIONS; BUT THE CLASS  A SHARES WILL NOT  BE VOTED ON THE  SPECIAL
    RESOLUTION  (A) TO PROVIDE THAT A CLASS A SHARE THAT HAS BEEN CONVERTED TO A
    CLASS B  NON-VOTING  SHARE AND  A  CLASS A  SHARE  THAT HAS  BEEN  REDEEMED,
    PURCHASED  OR OTHERWISE ACQUIRED  BY THE CORPORATION  SHALL BE CANCELLED AND
    NOT REISSUED; AND (B) TO INCREASE THE NUMBER OF VOTES ATTACHED TO THE  CLASS
    A SHARES FROM TWENTY FIVE TO FIFTY VOTES PER SHARE. THE ACCOMPANYING FORM OF
    PROXY  CONFERS DISCRETIONARY AUTHORITY  UPON THE PERSONS  NAMED THEREIN WITH
    RESPECT TO VOTING ON  AMENDMENTS TO OR VARIATIONS  OF MATTERS IDENTIFIED  IN
    THE  NOTICE OF THE CLASS  A MEETINGS AND WITH  RESPECT TO OTHER MATTERS THAT
    MAY PROPERLY COME BEFORE THE CLASS A MEETINGS. At the time of printing  this
    Information  Circular, management knows of no such amendments, variations or
    other matters to come before the Class A Meetings other than as disclosed in
    Note 1 to Exhibit A hereto, but if any such amendments, variations or  other
    matters  are  properly  brought before  the  Class A  Meetings,  the persons
    designated in the accompanying form of proxy will vote thereon in accordance
    with their discretion; and

B.  CLASS B NON-VOTING SHARES  WILL BE VOTED IN  FAVOUR OF THE SPECIAL  SEPARATE
    RESOLUTION TO BE PLACED BEFORE THE CLASS B MEETING TO PROVIDE THE CONSENT OF
    THE  HOLDERS OF THE CLASS B NON-VOTING SHARES TO THE REDUCTION IN THE NUMBER
    OF VOTES REQUIRED TO BE CAST IN FAVOUR OF A SPECIAL SEPARATE RESOLUTION,  TO
    2/3  OF THE VOTES  CAST IN ORDER  TO PASS SUCH  RESOLUTION. THE ACCOMPANYING
    FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN
    WITH RESPECT TO VOTING ON AMENDMENTS TO OR VARIATIONS OF MATTERS  IDENTIFIED
    IN  THE NOTICE OF THE CLASS B MEETING AND WITH RESPECT TO OTHER MATTERS THAT
    MAY PROPERLY COME BEFORE THE CLASS B  MEETING. At the time of printing  this
    Information  Circular, management knows of no such amendments, variations or
    other matters  to  come  before  the  Class  B  Meeting,  but  if  any  such
    amendments,  variations  or other  matters are  properly brought  before the
    Class B Meeting, the  persons designated in the  accompanying form of  proxy
    will vote thereon in accordance with their discretion.

  SHARES ENTITLED TO BE VOTED AT THE CLASS A MEETINGS AND THE CLASS B MEETING

     Each  Class A Share carries the right to twenty five votes on a poll at the
Class A Meetings and all Class A Shares outstanding at the close of business  on
April 16, 2004 (the "record date") may be voted at the Class A Meetings. Class B
Non-Voting  Shares and any  series of Preferred  Shares may not  be voted at the
Class A Meetings.

     Each Class B Non-Voting Share  carries the right to one  vote on a poll  at
the  Class B Meeting and all Class  B Non-Voting Shares outstanding at the close
of business on  the record date  may be voted  at the Class  B Meeting. Class  A
Shares  and any  series of  Preferred Shares  may not  be voted  at the  Class B
Meeting.

SHARES AND PRINCIPAL HOLDERS THEREOF

     As at April 19, 2004, there were outstanding 56,235,394 Class A Shares.  To
the  knowledge of the directors and senior officers of the Corporation, the only
person or corporation beneficially owning, directly or indirectly, or exercising
control or direction over  more than 10%  of the outstanding  Class A Shares  is
Edward  S. Rogers O.C., the President and Chief Executive Officer and a director
of the  Corporation. As  of April  19,  2004, Mr.  Rogers beneficially  owns  or
controls  51,116,099  Class A  Shares, representing  approximately 90.9%  of the
issued and outstanding Class A Shares, which  class is the only class of  issued
shares  carrying the right to vote in all circumstances. Of the 51,116,099 Class
A Shares which  Mr. Rogers  beneficially owns  or controls,  46,213,699 Class  A
Shares are held by E.S.R.I.L. Inc.

     As at April 19, 2004, there were outstanding 178,348,921 Class B Non-Voting
Shares.   To  the  knowledge  of  the  directors  and  senior  officers  of  the
Corporation, the only  person or  corporation beneficially  owning, directly  or
indirectly,  or  exercising  control or  direction  over  more than  10%  of the
outstanding Class B Non-Voting Shares is Edward  S. Rogers O.C. As of April  19,
2004,  Mr. Rogers  beneficially owns or  controls 18,626,225  Class B Non-Voting
Shares, representing approximately 10.4% of  the issued and outstanding Class  B
Non-Voting  Shares. In addition 2,425,000 Class  B Non-Voting Shares are held by
trusts for the primary benefit of Mr. Rogers and/or his family. Mr. Rogers  does
not  beneficially own or have  control or direction over  the Class B Non-Voting
Shares held by these trusts.

                                        3
<PAGE>

     Each holder of outstanding Class A Shares and Class B Non-Voting Shares  of
record  at the  record date will  be entitled to  receive notice of  the Class A
Meetings. Each holder of Class B Non-Voting Shares of record at the record  date
will  be entitled to receive notice of the Class B Meeting. Each holder of Class
A Shares  who personally  attends the  Class A  Meetings or  duly completes  and
delivers  an appropriate form of  Class A proxy will  be entitled to twenty five
votes per share  at the  Class A  Meetings on  a poll.  Each holder  of Class  B
Non-Voting  Shares who personally attends the  Class B Meeting or duly completes
and delivers an appropriate form of Class B proxy will be entitled on a poll  to
one vote per share at the Class B Meeting.

     UNDER  APPLICABLE CANADIAN  SECURITIES LAWS, AN  OFFER TO  PURCHASE CLASS A
SHARES OF THE CORPORATION WOULD  NOT REQUIRE THAT AN  OFFER BE MADE TO  PURCHASE
CLASS B NON-VOTING SHARES OF THE CORPORATION.

RESTRICTIONS ON THE TRANSFER, VOTING AND ISSUE OF SHARES

     The  Corporation has a direct or indirect ownership interest in a number of
distinct Canadian  undertakings  which  hold  licences  pursuant  to  applicable
licencing legislation (the "Telecommunications Legislation"). The
Telecommunications  Legislation  includes  the  Broadcasting  Act  (Canada), the
Telecommunications Act (Canada) and the Radiocommunication Act (Canada).

     The Telecommunications Legislation contains separate requirements  relating
to  the level of foreign ownership that is permitted in respect of a given class
of licenced  undertaking. The  Corporation believes  that it,  and each  of  its
subsidiaries,  have at  all times  been in compliance  with all  of the relevant
ownership requirements of the Telecommunications Legislation.

     In April 1996, the Governor in Council (i.e., the federal cabinet) issued a
Direction to  the Canadian  Radio-television and  Telecommunications  Commission
(the  "CRTC") respecting the ineligibility of non-Canadians to hold broadcasting
licences, including  licences to  operate  cable television  undertakings.  That
Direction  substantially harmonized the foreign ownership requirements under the
Broadcasting  Act  with   those  under  the   Telecommunications  Act  and   the
Radiocommunication  Act.  The  Direction  was  amended  in  1997  to  allow  two
non-Canadian controlled telephone  companies to hold  licences to operate  cable
television undertakings within their respective service areas. It was amended in
July 1998 to clarify the restrictions relating to a holding company's ability to
control  or  influence  the  programming  decisions  of  the  licensee operating
company.

     The revised Cabinet Direction authorizes non-Canadians to own and  control,
directly  or indirectly, up to 33 1/3% of the voting shares and up to 33 1/3% of
the number of votes attached to the voting shares of a holding company which has
a subsidiary operating company licenced under the Broadcasting Act. In addition,
up to 20% of the voting shares and up to 20% of the votes attached to the voting
shares of the operating licencee company  may be owned and controlled,  directly
or  indirectly, by  non-Canadians. The  chief executive  officer and  80% of the
members of the  board of  directors of the  operating licensee  company must  be
Canadian. In addition, the holding company and its directors are prohibited from
exercising  control or influence over the  programming decisions of the licensee
company, unless the holding company  satisfies the ownership requirements  which
are  applicable to the licensee company. There are no restrictions on the number
of non-voting shares  that may be  held by non-Canadians  at either the  holding
company  or licencee  company level. The  CRTC retains the  discretion under the
Direction to  determine  whether a  given  licencee  is in  fact  controlled  by
non-Canadians.

     The  cellular, PCS and  paging licenses held  by the Corporation's indirect
subsidiary, Rogers Wireless  Inc., include  a condition  requiring the  licensed
carrier  company  to  comply with  the  ownership  restrictions set  out  in the
Telecommunications Act and the Radiocommunication Act. A maximum level of 20% of
the issued voting shares of the licensed carrier company may be owned by persons
who are not Canadians. In addition, at least 80% of the members of the board  of
directors  of  the  licensed  carrier  company  must  be  Canadian.  Pursuant to
regulations   promulgated   under   the    Telecommunications   Act   and    the
Radiocommunication  Act, a  parent corporation  may have  up to  33 1/3%  of its
voting shares owned by non-Canadians.  Neither the licensed carrier company  nor
the  parent  holding  corporation (such  as  the Corporation)  can  be otherwise
controlled by non-Canadians.

     In order to  ensure that the  Corporation and any  Canadian corporation  in
which  the Corporation  has a direct  or indirect interest  remains qualified to
hold or obtain any cable television, broadcasting or telecommunications  licence
or authority to operate a similar undertaking pursuant to the Telecommunications
Legislation  and to ensure that the  Corporation and any Canadian corporation in
which the Corporation has an interest is not in breach of the Telecommunications
Legislation or  any  licences  issued  to it  or  to  any  Canadian  subsidiary,
associate  or  affiliate of  it  under the  Telecommunications  Legislation, the
existing   and   proposed   Articles   of   the   Corporation   impose   certain
                                        4
<PAGE>

restrictions  on  the issue  and transfer  of the  Corporation's shares  and the
exercise of  voting  rights  attached  thereto.  A copy  of  the  text  of  such
restrictions may be obtained from the Secretary of the Corporation.

     If  in the  opinion of  the Board of  Directors circumstances  arise in the
future that may jeopardize the ability  of the Corporation and its  subsidiaries
to  be qualified  to hold  and obtain  licences in  Canada, the  restrictions on
transfer,  voting  and  issue  of  shares  contained  in  the  Articles  of  the
Corporation will be invoked.

     On  November  19,  2002,  the  Minister  of  Industry  announced  that  the
Government  of  Canada  will  review  the  restrictions  on  foreign   ownership
applicable  to the telecommunications sector.  In February 2003, Rogers Wireless
Inc. appeared before the Parliamentary  Standing Committee on Industry,  Science
and  Technology and filed a brief in support of elimination of the restrictions.
Rogers Cable Communications  Inc., another subsidiary  of the Corporation,  also
made   representations  in  favour  of  elimination  of  the  foreign  ownership
restrictions on cable television companies.  A similar submission had been  made
by  the Corporation in  February of 2002  to the Standing  Committee on Canadian
Heritage urging the removal of  restrictions on foreign ownership applicable  to
cable  television  companies.  On  April 28,  2003,  the  Standing  Committee on
Industry, Science and  Technology released a  report to Parliament  in which  it
recommended  the removal  of all  Canadian ownership  requirements applicable to
telecommunications common carriers, which  would include wireless carriers  such
as  Rogers Wireless Inc. and entities such as the Corporation that have a direct
or indirect interest  in such carriers.  This report also  recommended that  any
changes  made  to  the Canadian  ownership  requirements  for telecommunications
common carriers be extended to cable television companies, such as Rogers  Cable
Communications Inc. However, a second report issued by the Standing Committee on
Canadian  Heritage  in  June,  2003,  has  expressed  concerns  that  changes in
ownership restrictions for  either telecommunications common  carriers or  cable
television  companies could have an adverse  impact on the Canadian broadcasting
system. Given these conflicting reports, the Government of Canada has  indicated
that  it will try  to reconcile the conflicting  recommendations prior to taking
any legislative action. This reconciliation process is currently underway. It is
not yet  known  whether  the Government  of  Canada  will decide  to  amend  the
Telecommunications  Legislation to relax or eliminate the restrictions on either
wireless carriers (such as Rogers  Wireless Inc.) or cable television  companies
(such as Rogers Cable Communications Inc.) that distribute broadcasting services
and provide internet and other telecommunications services to the public.

                    PARTICULARS OF MATTERS TO BE ACTED UPON

                             ELECTION OF DIRECTORS

     The  board  of  directors of  the  Corporation  (the "Board"  or  "board of
directors") presently consists of 17 directors, all of whom are deemed to retire
at the Annual General Meeting but all of whom are eligible for re-election.  The
Board  has determined that the  number of directors to  be elected at the Annual
General Meeting is 17. The persons named  in the enclosed form of Class A  proxy
intend  to vote for  the election of the  17 nominees whose  names are set forth
below. Rogers has indicated to the Corporation that he intends to vote the Class
A Shares held  by him in  favour of the  17 nominees whose  names are set  forth
below.

     Each  director elected will hold office until  his or her successor is duly
elected  at  the  next  annual  general  meeting  of  the  shareholders  of  the
Corporation  unless,  prior thereto,  he or  she  resigns or  his or  her office
becomes vacant by death  or other cause under  applicable law. Each nominee  has
consented  in writing  to act  as a director  of the  Corporation. The following
table and the notes thereto  state the names of all  the persons proposed to  be
nominated  for  election  as directors,  other  positions and  offices  with the
Corporation or  any  of its  significant  affiliates  now held  by  them,  their
principal  occupations or employments, their periods  of service as directors of
the Corporation, the number of Class A  Shares and Class B Non-Voting Shares  of
the Corporation and Class A Multiple Voting Shares and Class B Restricted Voting
Shares  of  the Corporation's  subsidiary,  Rogers Wireless  Communications Inc.
("RWCI") beneficially owned or controlled by each  of them as of April 19,  2004
and the approximate number of Directors' Deferred Share Units of the Corporation
credited  to the account of such person as at April 19, 2004 (see description of
the Directors' Deferred Share Unit Plan under "Other Information -- Compensation
of Directors" in this Information Circular). Also, please see Note 10 below  the
table.   The  Board  has   a  number  of   committees,  including  an  Executive

                                        5
<PAGE>

Committee  and  an Audit  Committee. The  members of  such committees  and other
committees are identified by notes following their names.
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>

                       RONALD DUNCAN BESSE......  President, Besseco Holdings Inc.                1984          7,000
    (R.D. Besse Pic)   (3)(6)(7)
 Ronald D. Besse, 65, resides in  Toronto, Ontario and has been  a director of the Corporation  since June, 1984. Mr. Besse  was
 formerly  Chairman, President  and Chief  Executive Officer, Gage  Learning Corporation.  Mr. Besse is  also a  director of CML
 Healthcare Inc., C.I. Fund Management Inc., Luxembourg Cambridge Holding  Group and Rogers Media Inc. Mr. Besse graduated  from
 Ryerson  University, Business Administration,  1960 and was awarded  the Alumni Award  of Distinction, Business Administration,
 1998. Mr. Besse is a member of the Chief Executives' Organization, World Presidents' Organization, and past President, Canadian
 Book Publishers' Council.

    (H.G. Emerson      H. GARFIELD EMERSON,       National Chair, law firm of Fasken Martineau    1989           Nil
    Pic)               Q.C......................  DuMoulin LLP; Chairman of the Corporation
                       (3)(4)(5)(7)(8)(9)
 H. Garfield Emerson, Q.C., 63, resides in Toronto, Ontario and has been a director of the Corporation since November, 1989  and
 Chairman  of the Board  since March, 1993. Mr.  Emerson is also a  director of CAE Inc.,  Canada Deposit Insurance Corporation,
 Wittington  Investments,  Limited,  Rogers  Wireless  Communications  Inc.,  Rogers  Cable  Inc.,  Rogers  Media  Inc.,  Rogers
 Telecommunications  Limited and Sunnybrook & Women's Health Sciences Centre. Mr.  Emerson is the past Chair of the Sunnybrook &
 Women's Foundation and past Chair of the Campaign for Victoria University in the University of Toronto. He is a former director
 of the University of Toronto Asset Management  Corporation and member of the Business  Board of the University of Toronto.  Mr.
 Emerson  joined Fasken Martineau DuMoulin LLP, a national law firm, in  August, 2001 as National Chair and a senior partner and
 leader of the firm's mergers and acquisitions practice. In  1990, Mr. Emerson established NM Rothschild & Sons Canada  Limited,
 an  investment banking firm affiliated with the Rothschild international  investment and merchant bank, and, from 1990 to 2001,
 served as its President and Chief Executive Officer. Prior to this, Mr. Emerson practiced law as a senior partner with  Davies,
 Ward  & Beck, Toronto  from 1970 to  1990. Mr. Emerson holds  an Honours B.A.  (History) and LL.B.,  University of Toronto, was
 called to the Bar of Ontario in 1968 and appointed Queen's Counsel in 1980.

    (P.C. Godsoe Pic)  PETER C. GODSOE..........  Company Director                                2003           Nil
                       (7)(9)
 Peter C. Godsoe, 65, resides in Toronto, Ontario and has been a director of the Corporation since October, 2003. Mr. Godsoe has
 served as Chairman  (1995), Chief  Executive Officer (1993),  President and  Chief Operating Officer  (1992) and  Vice-Chairman
 (1982),  of The Bank  of Nova Scotia since  1966. Mr. Godsoe  is also a director  of Empire Company  Limited, Fairmont Hotels &
 Resorts, Ingersoll-Rand  Company,  Lonmin PLC  and  Templeton  Emerging Markets  Investment  Fund.  Mr. Godsoe  holds  a  B.Sc.
 (Mathematics  and Physics) from the University  of Toronto and an M.B.A.  from the Harvard Business School.  He is a C.A. and a
 Fellow of the Institute of Chartered Accountants of Ontario.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
        3,265             Nil                       Nil          10,693.60

        3,265             Nil                     1,000          17,329.08

       14,200             Nil                       Nil             612.86
</Table>

                                        6
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>

    (T.I. Hull Pic)    THOMAS IAN HULL..........  Chairman and Chief Executive Officer, The       1979         254,200
                       (4)(5)(7)(9)               Hull Group Inc. (insurance)
 Thomas I. Hull, 72, resides in Toronto,  Ontario and has been a director of  the Corporation since February, 1979. Mr. Hull  is
 Chairman  and  Chief Executive  Officer  of The  Hull  Group of  Companies. Mr.  Hull  is also  a  director of  Rogers Wireless
 Communications Inc., Rogers Media Inc. and  Rogers Telecommunications Limited. Mr. Hull is  a graduate of Upper Canada  College
 and  the Insurance Co. of  North America College of  Insurance and Risk Management.  Mr. Hull is a  life member of the Canadian
 Association of Insurance and Financial Advisors and past president of the Life Underwriters' Association of Toronto.

    (R.W. Korthals     ROBERT W. KORTHALS.......  Company Director                                1995           500
    Pic)               (6)(7)(8)
 Robert W. Korthals,  70, resides in  Toronto, Ontario and  has been  a director of  the Corporation since  February, 1995.  Mr.
 Korthals is currently Chairman of the Ontario Teachers' Pension Plan Board and a director of Cognos Inc., Easyhome Inc., Rogers
 Cable  Inc., Suncor Energy Inc., Mulvihull  Exchange Traded Open-End Funds and Jannock  Properties Ltd. Mr. Korthals joined The
 Toronto Dominion Bank in 1967, was appointed  President in 1981, and served in that  capacity until 1995. Mr. Korthals holds  a
 B.Sc., Chemical Engineering, University of Toronto, and an M.B.A. from the Harvard Business School.

    (P.B. Lind Pic)    PHILIP BRIDGMAN LIND,      Vice-Chairman of the Corporation                1979         190,260
                       C.M......................
 Philip  B. Lind, 60, resides in Toronto, Ontario  and has been a director of the  Corporation since February, 1979. Mr. Lind is
 Vice-Chairman of the Corporation. Mr. Lind joined the Corporation in  1969 as Programming Chief and has served as Secretary  of
 the  Board and Senior Vice-President, Programming and Planning. Mr. Lind  is also a director of Canadian General Tower Limited,
 Council for Business and the Arts, Rogers  Media Inc., Brascan Corporation and The Outdoor  Life Network. Mr. Lind is a  former
 Chairman  of the Canadian Cable Television Association and has served on the Board of the National Cable Television Association
 in the U.S.  Mr. Lind  holds a  M.A. (Political  Science), University of  British Columbia,  an M.B.A.  (Political Science  and
 Sociology),  University of Rochester  and in 2002,  received a Doctor  of Laws, honoris  causa, from the  University of British
 Columbia. In 2002, Mr. Lind was appointed to the Order of Canada.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
        9,800             Nil                     1,000          10,046.70

        3,100             Nil                       Nil           6,851.61

        6,402             Nil                       Nil                Nil
 </Table>

                                        7
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>
    (A. Mikalachki     ALEXANDER MIKALACHKI.....  Professor Emeritus, Richard Ivey School of      1999           Nil
    Pic)               (3)                        Business, University of Western Ontario
 Alexander Mikalachki,  70, resides  in London,  Ontario and  has  been a  director of  the Corporation  since June,  1999.  Mr.
 Mikalachki  is also  a director  of The Independent  Order of  Foresters, Pacific  and Western Credit  Inc. and  SimEx Inc. Mr.
 Mikalachki served as  Acting Dean,  1989-90, Associate Dean,  Programs, 1981-1991  and Professor Emeritus,  2000, Richard  Ivey
 School  of Business, University of Western Ontario. Mr. Mikalachki holds a B. Comm., Sir George Williams College and an M.B.A.,
 Ph.D., Richard Ivey School of Business, University of Western Ontario.

    (D.R. Peterson     THE HONOURABLE DAVID       Senior partner in law firm of Cassels Brock     1991           Nil
    Pic)               ROBERT PETERSON, P.C.,     & Blackwell
                       Q.C......................
                       (3)
 The Hon. David R. Peterson, P.C., Q.C., 60, resides in Toronto, Ontario and has been a director of the Corporation since April,
 1991. Mr. Peterson is a senior partner and Chairman  of Cassels Brock & Blackwell LLP and Chairman of  Cassels-Pouliot-Noriega,
 an  international affiliation  of Toronto, Montreal  and Mexico City  law firms.  Mr. Peterson was  elected as a  Member of the
 Ontario Legislature in 1975 and became the Leader of the Ontario Liberal party in 1982. He served as Premier of Ontario between
 1985 and 1990. Mr. Peterson is also a director of a number of boards that includes Ivanhoe Cambridge Shopping Centres  Limited,
 Industrielle  Alliance Assurance Company and National Life Assurance Company of Canada, Rogers Wireless Communications Inc. and
 BNP Paribas. Mr. Peterson holds a B.A.  and LL.B., University of Toronto, was called  to the Bar of Ontario in 1969,  appointed
 Queen's Counsel in 1980, and summoned by Her Majesty to the Privy Council in 1992.

    (E.S. Rogers Pic)  EDWARD SAMUEL ROGERS,      President and Chief Executive Officer of the    1979        51,116,099
                       O.C. ....................  Corporation
                       (1)(2)(4)(8)(9)
 Edward  S. Rogers, O.C., 70, resides in  Toronto, Ontario and has been a director  and President and Chief Executive Officer of
 the Corporation since  January, 1979.  Mr. Rogers  is also  a director  and Chairman  of Rogers  Wireless Communications  Inc.,
 Chairman  of  Rogers Cable  Inc., Vice-Chairman  of Rogers  Media Inc.,  and President  and Chief  Executive Officer  of Rogers
 Telecommunications Limited. Mr. Rogers also serves as a director of Cable Television Laboratories, Inc. and the Canadian  Cable
 Television  Association. Mr. Rogers holds a B.A., University of Toronto,  LL.B., Osgoode Hall Law School, and was called to the
 Bar of Ontario in  1962. Mr. Rogers was  appointed an Officer  of the Order of  Canada in 1990 and  inducted into the  Canadian
 Business Hall of Fame in 1994. In 2002, Mr. Rogers was inducted into the U.S. Cable Hall of Fame.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
        3,000             Nil                       Nil           1,412.69

        1,000             Nil                     2,000           6,801.57

     18,614,690       62,820,371             16,317,644                Nil

</Table>

                                        8
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>

    (E. Rogers Pic)    EDWARD ROGERS............  President and Chief Executive Officer,          1997          1,000
                       (4)(8)(9)(11)              Rogers Cable Communications Inc.
 Edward  S. Rogers, 34, resides in  Toronto, Ontario and has been  a director of the Corporation  since May, 1997. Mr. Rogers is
 President and Chief Executive Officer, Rogers Cable Communications Inc. Mr. Rogers also serves as a director of Rogers Wireless
 Communications Inc., Rogers Cable Inc., Rogers Media Inc.,  SportsNet Inc., the Toronto Blue Jays and Futureway  Communications
 Inc.  Previously, he  worked for Comcast  Corporation, Philadelphia,  1993-1996, and has  served as  Vice-President and General
 Manager, Paging, Data  and Emerging Technologies,  Rogers Wireless Inc.,  1996-1998, Vice-President and  General Manager,  GTA,
 Rogers Cable Inc., 1998-2000, and Senior Vice-President, Planning and Strategy, of the Corporation, 2000-2002. Mr. Rogers holds
 a B.A., University of Western Ontario.

    (L.A. Rogers Pic)  LORETTA ANNE ROGERS......  Company Director                                1979          1,000
                       (2)
 Loretta A. Rogers, 65, resides in Toronto, Ontario and has been a director of the Corporation since December, 1979. Mrs. Rogers
 also serves as a director of Rogers Media Inc., Rogers Telecommunications Limited and Sheena's Place. Mrs. Rogers holds a B.A.,
 University of Miami and an honorary Doctorate of Laws, University of Western Ontario.

    (M.M. Rogers Pic)  MELINDA M. ROGERS........  Vice-President, Strategic Planning and          2002           100
                       (6)                        Venture Investments of the Corporation
 Melinda M. Rogers, 33, resides in Toronto and has been a director of the Corporation since May, 2002. Ms. Rogers also serves as
 a  director of Rogers Cable Inc., The Ontario Media Development Corporation, STSN Inc. and the Jays Care Foundation. Ms. Rogers
 was appointed Vice-President, Venture Investments, of the Corporation in September, 2000. Prior to joining the Corporation, Ms.
 Rogers was a Product Manager for Excite@Home, Redwood, California. Ms. Rogers holds a B.A., University of Western Ontario,  and
 an M.B.A., University of Toronto.

    (W.T. Schleyer     WILLIAM TATE SCHLEYER....  Chairman and Chief Executive Officer,           1998           Nil
    Pic)               (7)(8)                     Adelphia Communications Corporation (cable
                                                  communications)
 William T. Schleyer, 52, resides in Rye Beach, New Hampshire and has been a director of the Corporation since August, 1998. Mr.
 Schleyer  is Chairman and Chief Executive Officer of Adelphia Communications Corporation. He previously served as President and
 Chief Executive Officer, AT&T Broadband, as a principal in Pilot House Ventures, where he served as a liaison between investors
 and entrepreneurs, as President and Chief Operating Officer of  MediaOne, the broadband services arm of U.S. West Media  Group,
 and  as President and Chief Operating Officer  of Continental Cablevision, Inc. before that  company's merger with U.S. West in
 1996. Mr. Schleyer holds a B.A. (Mechanical Engineering), Drexel University and an M.B.A. from the Harvard Business School.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
       40,000             Nil                     1,000                Nil

       34,265             Nil                     1,000           6,561.38

         100              Nil                     1,000                Nil

       30,000             Nil                       Nil           7,328.17

</Table>

                                        9
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>

    J.A. Tory Pic)     JOHN ARNOLD TORY,          President, Thomson Investments Limited          1979          37,800
                       Q.C. ....................  (holding company)
                       (4)(5)(7)(9)
 John A. Tory, Q.C., 74, resides in Toronto, Ontario and has  been a director of the Corporation since December, 1979. Mr.  Tory
 is  President of Thomson  Investments Limited. Mr. Tory  also serves as  a director of The  Thomson Corporation, The Woodbridge
 Company Limited  and Abitibi-Consolidated  Inc. Mr.  Tory was  educated at  University of  Toronto Schools,  Toronto,  Phillips
 Academy, Andover, Massachusetts and holds an LL.B. from the University of Toronto. Mr. Tory was called to the Bar of Ontario in
 1954 and appointed Queen's Counsel in 1965.

    (J.C.C.            JOHN CHRISTOPHER COUNSEL   Chairman, Rogers Telecommunications Limited     1982           Nil
    Wansbrough Pic)    WANSBROUGH...............  (holding company)
                       (3)(4)(6)(9)
 J.  Christopher C. Wansbrough, 71, resides in Toronto, Ontario and has been a director of the Corporation since December, 1982.
 Mr. Wansbrough is Chairman, Rogers Telecommunications  Limited. Mr. Wansbrough has also  served as President of National  Trust
 Company  and Chairman of  the Board of  Omers Realty Corporation.  Mr. Wansbrough serves  as a director  of United Corporations
 Limited., Rogers Wireless Communications Inc., Rogers Cable Inc.  and Rogers Media Inc. Other affiliations include Chairman  of
 the  Board of the R.S. McLaughlin Foundation and The Independent Order of Foresters. Mr. Wansbrough holds a B.A., University of
 Toronto and is a Chartered Financial Analyst.

    (C. Watson Pic)    COLIN D. WATSON..........  President and Chief Executive Officer,           n/a         147,000
                                                  Vector Aerospace
 Colin D. Watson, 62, resides in Toronto, Ontario and was  formerly a director of the Corporation from 1979-1996. Mr. Watson  is
 President and Chief Executive Officer, Vector Aerospace. Mr. Watson was President and Chief Executive Officer of Spar Aerospace
 Limited  from 1996-2000 and was  Vice-Chairman and Chief Executive Officer  from 2000-2001. Mr. Watson  is a director of Rogers
 Cable Inc., B Split II Corporation;  Cygnal Technologies Corp.; Great Lakes Carbon  Income Fund; Kasten Chase Applied  Research
 Limited;  Louisiana-Pacific Corporation; NorthStar Aerospace; OnX Incorporated and Persona  Inc. Mr. Watson was a member of the
 National Information Highway Advisory Council (1995-1997)  and he is a member of  the Association of Professional Engineers  of
 Ontario.  Mr. Watson holds a B.A.Sc. (Mechanical Engineering) degree from the University of British Columbia and an M.B.A. from
 the University of Western Ontario, Ivey School of Business.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
       56,065             Nil                       Nil           7,585.89

        2,665             Nil                       Nil           5,333.38

         Nil              Nil                       Nil                Nil

</Table>

                                        10
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------

<S> <C>                <C>                        <C>                                           <C>        <C>
    (W.D. Wilson Pic)  WILLIAM DAVID WILSON.....  Vice-Chairman, Bank of Nova Scotia and          1979           Nil
                       (3)                        Chairman and Chief Executive Officer, Scotia
                                                  Capital Inc. (corporate and investment
                                                  banking)
 W. David Wilson, 59, resides in Toronto, Ontario and has been a director of the Corporation since February, 1979. Mr. Wilson is
 Vice-Chairman, Bank of Nova Scotia and Chairman and Chief Executive Officer, Scotia Capital Inc. Mr. Wilson joined McLeod Young
 Weir Limited in 1971 and became Managing Director, Corporate  Finance Department in 1984, President and Deputy Chief  Executive
 Officer,  ScotiaMcLeod, in 1993, Chairman and Chief Executive Officer of Scotia Capital Markets in 1998 and Vice-Chairman, Bank
 of Nova Scotia in 2002. Mr. Wilson is a director of University of Toronto Press and the Art Gallery of Ontario and a member  of
 the Dean's Advisory Council for the Schulich School of Business, York University and the 5-year Review Committee (reviewing the
 Securities Act (Ontario)). Mr. Wilson holds a B. Comm., University of Toronto and an M.B.A., York University.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
        6,028             Nil                       Nil           6,579.83
</Table>

NOTES:

(1)  Further  details concerning  these and  other holdings  are described above
     under the heading "Shares and Principal Holders Thereof".

(2)  Loretta Anne Rogers is married to Edward Samuel Rogers.

(3)  Denotes member of the Audit Committee of the Corporation.

(4)  Denotes member of Executive Committee of the Corporation.

(5)  Denotes member  of Nominating  and Corporate  Governance Committee  of  the
     Corporation.

(6)  Denotes member of Pension Committee of the Corporation.

(7)  Denotes member of Compensation Committee of the Corporation.

(8)  Denotes member of Technology Committee of the Corporation.

(9)  Denotes member of Finance Committee of the Corporation.

(10) All  directors are  the holders  of options  to acquire  Class B Non-Voting
     Shares.

(11) Edward Rogers  is the  son and  Melinda Rogers  is the  daughter of  Edward
     Samuel Rogers and Loretta Anne Rogers.

     Each  of  the  persons  proposed  to be  nominated  as  a  director  of the
Corporation, other  than Colin  D. Watson,  is now  a director  and has  been  a
director  since the date indicated above.  Information as to shares beneficially
owned by each nominee or over which each nominee exercises control or direction,
not being within  the knowledge of  the Corporation, has  been furnished by  the
respective nominees individually.

                            APPOINTMENT OF AUDITORS

     The  persons named  in the  enclosed form  of proxy  intend to  vote at the
Annual General Meeting  for the re-appointment  of KPMG LLP  as auditors of  the
Corporation to hold office until the next annual general meeting of shareholders
and to vote to authorize the directors to fix their remuneration.

     The  following table  presents fees  for professional  services rendered by
KPMG LLP to the Corporation for the audit of the Corporation's annual  financial
statements  for 2003 and  2002, and fees  billed for other  services rendered by
KPMG LLP.

<Table>
<Caption>
                                                                 2003          2002
                                                              ----------    ----------
<S>                                                           <C>           <C>
Audit fees..................................................  $2,387,383    $2,286,424
Audit related fees(1).......................................     386,006       360,500
Tax fees(2).................................................     913,824     1,126,212
All other fees(3)...........................................      96,039       367,958
                                                              ----------    ----------
Total.......................................................  $3,783,252    $4,141,094
                                                              ==========    ==========
</Table>

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

(1) Audit related fees consist principally of regulatory audits and reviews  and
    other specified procedures audits.

(2) Tax fees consist of fees for tax consultation and compliance services.

(3) All  other fees consist  principally of fees for  services related to French
    translation and audits of the conversion of IT related systems.

                                        11
<PAGE>

              THE NEW BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

     The corporation legislation of the Province of British Columbia has applied
to  the  Corporation  since  1987.  That  legislation  has  recently   undergone
significant  modernization,  with  the replacement  of  the Company  Act  by the
Business Corporations Act  (the "BCA") effective  March 29, 2004.  The board  of
directors  passed the  appropriate resolutions on  April 21, 2004  to effect the
basic transition of  the Corporation from  the Company  Act to the  BCA and  the
Corporation  was transitioned  effective April  23, 2004.  This basic transition
means that  the Corporation  now  has a  Notice of  Articles  (in place  of  its
Memorandum)  and Articles that are substantially  the same, respectively, as the
Memorandum and Articles that  existed prior to  the transition. The  Memorandum,
formerly,  and now the Notice of Articles is kept by the registrar appointed now
under the BCA  and, among  other things,  sets out  the number  and classes  and
series of shares in the capital of the Corporation. The Articles are kept by the
Corporation at its records office and, among other things, set out rules for the
conduct  of  the business  and affairs  of  the Corporation  and the  rights and
restrictions that are attached to those various classes and series of shares  of
the  Corporation  that are  now  identified in  the  Notice of  Articles  of the
Corporation and were formerly identified in its Memorandum.

     The BCA contains new wording and  a number of new concepts and  provisions.
Management has determined that it is desirable to update the Articles and Notice
of  Articles to better reflect the BCA and to delete from such documents various
provisions that  have become  obsolete over  time  or which  are now  no  longer
required  as a result of the provisions in the BCA. In addition, the BCA permits
the Articles of  the Corporation to  more closely parallel  the form of  typical
by-laws of a corporation that is subject to the Canada Business Corporations Act
and  management  believes  that  it  is  desirable,  where  possible,  that  the
Corporation's Articles should take  advantage of this  possibility since it  may
allow   for  a  broader  understanding   and  acceptance  of  the  Corporation's
constitution. These changes are to be brought into effect by the passage by  the
holders  of the  Class A  Shares of  a combined  special resolution  and special
separate resolution and are described below under the heading "The BCA:  Matters
for  Consideration of the Class  A Meetings". In addition,  there is a matter in
relation to these proposed changes that must be considered by the holders of the
Class B Non-Voting Shares arising from  the BCA, more fully described under  the
heading "The BCA: Matter for Consideration of the Class B Meeting" below.

THE BCA: MATTERS FOR CONSIDERATION OF THE CLASS A MEETINGS

     The  holders of the Class A Shares will be asked to pass a combined special
resolution and special  separate resolution the  text of which  is set forth  in
Exhibit A. To be effective these combined resolutions must be passed by at least
the  favourable vote  of 3/4  of the  votes cast  on the  motion to  approve the
resolutions.

     The combined resolutions: (i) by  special resolution, (a) amend the  Notice
of  Articles of  the Corporation to  remove the application  of the Pre-existing
Company Provisions (as such term is defined in Exhibit A); (b) further amend the
Notice of  Articles of  the Corporation  to eliminate  the series  of  Preferred
Shares  of the Corporation  (the "Preferred Shares") that  are authorized but no
shares of which are  currently issued; and (c)  delete the existing Articles  of
the Corporation in their entirety and substitute new Articles therefor; and (ii)
by  special separate resolution, provide the consent of the holders of the Class
A Shares, as such, to the reduction to  2/3 of the votes cast, in the number  of
votes required to be cast in favour of a special separate resolution in order to
pass such resolution.

     By  the terms of the  special resolution set out in  Exhibit A and the BCA,
the alteration to  the Articles  of the  Corporation does  not become  effective
until firstly a Notice of Alteration of the Corporation's Notice of Articles has
been  filed with  the registrar  under the BCA  removing the  application of the
Pre-existing Company  Provisions  to  the  Corporation;  secondly,  the  special
resolution  has been  received for deposit  at the  Corporation's records office
and, subsequently,  a  Notice  of  Alteration of  the  Corporation's  Notice  of
Articles  has been filed with the registrar under the BCA in respect of each of:
(a) the elimination from the Notice of Articles of references to certain  series
of  Preferred Shares defined below as  "Obsolete Series"; and (b) the alteration
of certain special  rights or  restrictions attached  to certain  shares of  the
Corporation.

     The  Board recommends that the  holders of the Class  A Shares vote FOR the
combined special resolution and special separate resolution set out in Exhibit A
(if applicable, as affected by Note 1 of Exhibit A).

     Prior to the  combined special resolution  and special separate  resolution
being  moved at  the Class  A Meetings,  the holders  of the  Class B Non-Voting
Shares will  be  asked  to pass  at  the  Class B  Meeting  a  special  separate
resolution  described below under the heading "The BCA: Matter for Consideration
of the Class B Meeting".  If such special separate  resolution is not passed  by
the  requisite majority of 3/4 of  the votes cast by the  holders of the Class B
Non-Voting Shares, the special resolution set out in Exhibit A will be deemed to
be read as set out in Note 1 to
                                        12
<PAGE>

Exhibit A, the effect  of which is to  maintain, at 3/4 of  the votes cast,  the
number  of votes required to be cast  in favour of a special separate resolution
in order to pass such resolution.

REMOVAL OF THE APPLICATION TO THE CORPORATION OF THE PRE-EXISTING COMPANY
PROVISIONS

     Under the BCA, the Corporation, as  a company that pre-existed the BCA,  is
subject to a set of provisions designated as the Pre-existing Company Provisions
(the  "PCPs"). The PCPs that have specific application to the Corporation are as
follows:

     (a)   a special resolution requires a majority of 3/4 of the votes cast  in
           order to pass;

     (b)   a special separate resolution requires a majority of 3/4 of the votes
           cast in a class or series vote in order to pass; and

     (c)   before  purchasing any of its  shares, subject to certain exceptions,
           the Corporation  must make  an offer,  to every  shareholder  holding
           shares of the class or series to be purchased, to purchase the shares
           pro rata.

     There  are additional PCPs that do not  apply to the Corporation because of
specific exemptions applicable to the Corporation in its current  circumstances,
but  in order to remove the application of  any of the PCPs, it is a requirement
to remove the application of all of the PCPs.

     If the Articles  of the  Corporation are amended  in the  form attached  as
Schedule  A  to Exhibit  A  to this  Information  Circular as  more particularly
described under the subheading "Amendments to  the Articles" below then, in  the
case  of the PCPs identified above as applicable to the Corporation, the removal
of their application would have the following results:

     (a)   a special resolution  of the holders  of Class A  Shares as the  only
           voting  shares of the Corporation would  require a majority of 2/3 of
           the votes cast in order to pass;

     (b)   a special separate resolution of the holders of a class or series  of
           shares  of the  Corporation would  require a  majority of  2/3 of the
           votes cast in a class or series vote in order to pass; and

     (c)   the Corporation need not, before  purchasing any of its shares,  make
           an offer to purchase such shares pro rata.

     Special  resolutions (or their  equivalent in which  all shareholders vote)
are required to be passed to  authorize a number of corporate actions  including
transactions such as certain amalgamations, arrangements and continuances out of
British  Columbia. Except  in the case  of continuance out  of British Columbia,
such transactions also will often require approvals of each class and series  of
a  corporation's shares by special separate  resolutions because they may affect
in certain  ways the  rights or  special  rights attached  to such  shares.  Any
proposed  changes to the Articles of  a corporation which prejudice or interfere
with the rights or special rights attached  to a class or series of shares  must
also  be consented to by a special  separate resolution passed by the holders of
the class or series affected.

     Prior to the new BCA, the majority required to pass special resolutions and
the equivalent of special separate resolutions  was 3/4 of the votes cast.  This
requirement  is continued by the PCPs as long as the Corporation remains subject
to the PCPs. For all new  corporations incorporated under the BCA, the  majority
required to pass these resolutions will be 2/3 of the votes cast as it currently
is  in  analogous  circumstances  under the  Canada  Business  Corporations Act.
Management believes  that  it is  appropriate  that the  Corporation  adopt  the
requirement  of  a  favourable  vote of  2/3  of  the votes  cast  on  a special
resolution and  a special  separate  resolution, as  the appropriate  number  of
favourable  votes required to be obtained in  order to pass resolutions of these
types.

     With regard to the Corporation not being subject to a corporate requirement
to offer to purchase back its shares on a pro rata basis, such transactions  are
governed,  in any event,  by securities laws of  various provinces and elsewhere
where the Corporation has shareholders. In general these securities laws mandate
pro rata  purchases  or their  functional  equivalent with  certain  exceptions.
Management  believes that securities law  and not the Corporation's constitution
should govern  when  the  Corporation  must make  pro  rata  purchases  in  such
transactions.

     In  order  to delete  the application  of  the PCPs  to the  Corporation, a
special resolution must  be passed (on  which only  the holders of  the Class  A
Shares vote). In addition because the consent of each class and series of shares
may  be legally  required, it  is desirable  that the  holders of  each of those
classes and  series by  special separate  resolution consent  to the  reduction.
Accordingly,  the holders of  the Class A  Shares have been  asked to consent to
this reduction by a special  separate resolution to be  passed by them in  their
capacity  as holders of  a class of  shares of the  Corporation. It is desirable
that the holders of the Class B Non-Voting Shares also consent to the  reduction
by special separate resolution.
                                        13
<PAGE>

If the holders of the Class B Non-Voting Shares do not pass such a resolution by
the  requisite majority (3/4 of the votes cast) assuming all requisite approvals
from the holders of the Class A  Shares are obtained, the PCPs will still  cease
to  apply to the Corporation, but the Articles will provide (as a consequence of
Note 1 to Exhibit  A) that a  majority of 3/4  of the votes  cast will still  be
required to pass special separate resolutions.

The  holders of  all of  the Preferred  Shares of  the Corporation  that will be
outstanding by the time of the Class A Meetings (all of whom are subsidiaries of
the Corporation)  must also  consent, but  they will  have given  all  necessary
consents to this matter and all related matters by the time of such meetings.

DELETION OF THOSE SERIES OF THE CORPORATION'S PREFERRED SHARES, THE SHARES OF
WHICH ARE NOT NOW OUTSTANDING

     The  Corporation has Preferred Shares issuable  in series, of which, by the
time of the Class A  Meetings, shares of only  3 series will remain  outstanding
(Series  XXVII, XXX  and XXXI). The  Corporation's Notice  of Articles provides,
however, for an additional 21 series (the "Obsolete Series") none of the  shares
of  which  are currently  outstanding  and the  Corporation's  existing Articles
contain voluminous provisions constituting the rights and restrictions  attached
to the Obsolete Series. The Obsolete Series were created for issuance in various
anticipated  transactions and were  either issued in  such transactions and have
since been redeemed  or otherwise  reacquired by  the Corporation  or they  were
never issued because the transaction with respect to which they were created was
not completed or because the number created exceeded the number required. In any
case,  the  Obsolete  Series  are  no  longer  needed  and  management  believes
references to  the Obsolete  Series  should be  deleted from  the  Corporation's
Notice of Articles and the rights and restrictions attached to them deleted from
the Articles.

AMENDMENTS TO THE ARTICLES

     As  noted above, the articles of a corporation, among other things, set out
rules for the  conduct of  its business  and affairs.  For the  reasons set  out
above,  including  the enactment  of  the BCA,  it  is desirable  to  update the
Corporation's Articles.

     The Articles, in  their proposed  amended form are  (subject to  Note 1  of
Exhibit  A) attached to  the special resolution  appearing as Exhibit  A to this
Information Circular. The amendments principally  reflect the provisions of  the
BCA  that  modernize British  Columbia  corporation legislation,  including, for
instance,  those  that   facilitate  electronic   communications,  broaden   the
indemnification  of officers  and directors and  lower the  majority required to
pass special resolutions and special separate resolutions from 3/4 to 2/3 of the
votes cast on such resolutions. The  new Articles remove a number of  provisions
in  the  existing  Articles  that  are  now covered  by  the  BCA  to  avoid the
possibility of conflict  or the possibility  of having to  comply both with  the
statutory provision and a corresponding but different provision in the Articles.
The  Articles are also proposed  to be changed to  conform in many respects with
the typical by-laws of Canada  Business Corporations Act public companies  while
maintaining  many features of Articles now permitted to be adopted by BCA public
companies. In  addition,  the proposed  Articles  reflect the  deletion  of  the
special  rights and restrictions  attaching to the  Obsolete Series of Preferred
Shares. It may be noted that the controlling shareholder of the Corporation  has
requested  changes to the Articles to prevent reissue of Class A Shares acquired
by the Corporation as a result of, among other things, conversion or  repurchase
and  to increase  the number of  votes attached to  the Class A  Shares to fifty
votes per share. For reasons given  below under the heading "Special  Resolution
to  Amend the  Articles of  the Corporation  to Provide  that No  Class A Voting
Shares of  the Corporation  that  Have Been  Converted, Redeemed,  Purchased  or
Otherwise  Acquired by  the Corporation  Shall be  Reissued and  to Increase the
Number of Votes Attached to Class A Shares to Fifty Votes per Share", this  will
be  dealt with  separately as  an amendment  to the  new Articles  approved as a
result of the approval of the special resolution set out in Exhibit A.

     In addition to the deletion of the rights and restrictions attached to  the
Obsolete Series of Preferred Shares, changes from the existing Articles effected
by  the  proposed new  Articles  include the  following  (references are  to the
specific articles contained in the new Articles which are set out in Schedule A,
subject to Note 1 of Exhibit A):

Corporate Organizational Matters

1.   The new Articles provide for the  maintenance of a registered office and  a
     records  office of  the Corporation that  are situated  in British Columbia
     (Article 2.1). The information which must be located in the records  office
     is left to be governed by the BCA and is not contained in the Articles.

2.   The  extensive provisions in the existing Articles dealing with the custody
     of the corporate seal and who is entitled to affix the corporate seal  have
     been deleted and replaced by a simpler provision (Article 2.2).

                                        14
<PAGE>

3.   The  financial year end of the Corporation  (December 31) is set out in the
     new Articles subject to alteration by the directors (Article 2.3).

4.   The  new  Articles   (unlike  the  existing   Articles)  provide   specific
     authorization  to the  signing officers of  the Corporation  to execute and
     deliver proxies  and  to  exercise  the  voting  rights  attaching  to  any
     securities held by the Corporation (Article 2.6).

5.   The  new  Articles  (unlike the  existing  Articles) provide  the  board of
     directors with  the  specific  authority  to  subdivide  the  Corporation's
     business  and  operations into  divisions  and departments  and  to appoint
     separate divisional officers (Articles 10.1 and 10.3).

6.   The new  Articles contain  a  simplified set  of provisions  regarding  the
     appointment  by the  board of  directors of  a person  as the Corporation's
     attorney (Article 5.16).

Borrowing and Banking

1.   The new Articles specifically  authorize the board  of directors to  select
     the  banks and other financial institutions  with whom the Corporation does
     business  (Article  2.5).  Most  of   these  institutions  expect  that   a
     corporation's constating documents will contain such a provision as well as
     the next two items.

2.   The  new Articles  grant the board  of directors the  specific authority to
     delegate their  power to  approve borrowing  and the  granting of  security
     (Article 14.3).

3.   The  new Articles specify that the Corporation  has the power to borrow and
     grant security under the Special Corporations Powers Act of Quebec (Article
     14.4).

4.   The new Articles (unlike the  existing Articles) do not contain  provisions
     regarding the maintenance in British Columbia of certain records concerning
     debentures  and debenture holders since the corresponding provisions in the
     Company Act (British Columbia) requiring  the maintenance of these  records
     are not contained in the BCA.

Directors

1.   The  new  Articles specify  basic  qualifications required  for  persons to
     become, or remain, directors of the Corporation (Article 3.2).

2.   The new Articles (unlike the  existing Articles) do not contain  provisions
     dealing with the powers of the board of directors when there is less than a
     quorum of directors in office, since these are governed by the BCA.

3.   The new Articles provide for the acclamation of directors where the size of
     the  board  of  directors,  as  previously  established  by  the  board  of
     directors, equals or exceeds the number of directors nominated for election
     (Article 3.3).

4.   The new  Articles  provide  that  directors  may  be  removed  by  ordinary
     resolution,  as opposed to a special resolution required under the existing
     Articles (Article 3.4).

5.   The new Articles  clarify that  the board  of director's  power to  appoint
     additional  directors between annual meetings cannot result in the board of
     directors exceeding the stated maximum of 25 directors (Article 3.7).

6.   The new Articles (unlike the existing  Articles) do not empower a  director
     to  appoint an alternate director to act  in his or her absence since there
     is lacking legislative authority for such an action.

7.   The new Articles (unlike the  existing Articles) do not contain  provisions
     regarding  the validity of acts of the board of directors notwithstanding a
     defect in their appointment. These  matters are specifically dealt with  in
     the BCA.

8.   The  new Articles specifically permit meetings of the board of directors to
     be held inside or outside of Canada (Article 3.10).

9.   The new Articles provide  that participation in a  meeting of the board  of
     directors  or  a  committee  may  be  by  telephonic,  electronic  or other
     communication  facility  if  the   directors  participating  are  able   to
     communicate with each other (Article 3.9).

10. The new Articles provide that the President of the Corporation, the Chairman
    and  the Vice or  Deputy Chairman alone can  call a meeting  of the board of
    directors and, in addition, that two directors (rather than the one director
    required under the existing Articles) have the ability to call a meeting  of
    the board of directors (Article 3.11).

                                        15
<PAGE>

11. The  new Articles require that notice of a meeting of the board of directors
    must now be given at least 48 hours prior to the meeting (Article 3.12).

12. The new Articles provide that a waiver by a director of notice of a  meeting
    may be in any form (Article 3.12).

13. The new Articles provide that notice of an adjourned meeting of the board of
    directors  is not required if the time and place of the adjourned meeting is
    announced at the original meeting (Article 3.14).

14. The new  Articles  provide  that  the matters  constituting  a  conflict  of
    interest  and the steps required to be taken by a director or senior officer
    who has a conflict of interest are to be governed by the BCA (Article 3.18).

15. The new Articles simplify the  provisions regarding relief of directors  and
    officers  from  liabilities  by  tying  such  limits  to  the  corresponding
    provisions in the BCA (Article 6.1).

16. The new Articles provide that the indemnification of directors and  officers
    is  now authorized in all circumstances, and to the fullest extent permitted
    by the BCA (Article 6.2).

17. The new  Articles provide  that the  directors  have the  power to  fix  the
    remuneration of the auditors (Article 4.5).

Committees of Board of Directors

1.   The  new  Articles  require the  board  of  directors to  appoint  an audit
     committee  that  complies  as  regards  composition  and  powers  with  all
     applicable  law (Article 4.5). The  power of the board  of directors to set
     the remuneration of the auditors may be delegated to the audit committee.

Officers

1.   The new Articles do not contain requirements that a President or  Secretary
     be  appointed  and  that  the  President  of  the  Corporation  not  be the
     Secretary.

2.   The new Articles provide for the designation of a Chief Executive  Officer,
     a  Chief  Operating Officer  and a  Chief  Financial Officer  and establish
     default  responsibilities  for   such  officers   in  the   absence  of   a
     determination  to the contrary  by the board of  directors (Articles 5.4 to
     5.6).

3.   In addition to the  President and Secretary  whose appointment is  provided
     for  in the  existing Articles,  the new  Articles specifically  permit the
     appointment of  Vice-Presidents  and  a  Treasurer  and  establish  default
     responsibilities  for the President, the Secretary and the Treasurer in the
     absence of a determination to the contrary by the board of directors or the
     Chief Executive Officer (Articles 5.7 to 5.10).

4.   The new Articles provide that senior officers must comply with the conflict
     of interest rules set out in the BCA (Article 5.15).

5.   The new Articles expressly allow the board of directors to require selected
     officers, employees and agents to obtain fidelity bonds (Article 5.17).

Shares

1.   The new Articles do  not expressly provide  (unlike the existing  Articles)
     that  the power  of the board  of directors  to issue shares  is subject to
     being constrained  by a  resolution at  a general  meeting of  shareholders
     authorizing any increase or alteration of capital.

2.   The  new Articles (unlike the existing  Articles) do not contain provisions
     imposing pre-emptive rights  in favour of  shareholders if the  Corporation
     ceases to be a reporting issuer.

3.   The  new Articles do not contain  (unlike the existing Articles) provisions
     enabling the board of directors to  pay commissions and allow discounts  in
     respect  of  the  issuance  of shares  since  these  actions  are expressly
     permitted by the BCA.

4.   The Corporation under the new Articles will be permitted to charge for  the
     replacement  of  lost  or  mutilated  certificates  or  for  the  issue  of
     additional certificates and, except as prescribed by law, there will be  no
     limit  on  the  charges  for the  issue  of  additional  share certificates
     (Article 7.9).  The existing  Articles limited  such charges  to $1.00  and
     regulations under the BCA limit the amount that may be charged to replace a
     certificate to $2.00.

5.   The  new Articles do not contain provisions regarding the kinds and content
     of share records to be maintained  by the Corporation as these matters  are
     dealt with in the BCA.

                                        16
<PAGE>

6.   The new Articles do not contain a provision that allows the Corporation not
     to  issue share certificates representing  redeemable shares if such shares
     are to be redeemed within one month  since the new Act does not permit  the
     Corporation to refuse to issue a certificate in such circumstances.

7.   The  new Articles simplify the provisions regarding the replacement of lost
     or stolen share certificates  and broaden the power  of the Corporation  to
     determine  the appropriate conditions to be met  when there is a request to
     replace a lost or stolen certificate (Article 7.6).

8.   The new Articles provide that where shares are held jointly, any one of the
     joint shareholders  can  provide  the Corporation  with  good  receipt  for
     amounts paid on or in respect of such shares (Article 7.7).

9.   The  new Articles  do not contain  provisions regarding who  is entitled to
     shares in the  event of  bankruptcy and  death of  shareholder since  these
     matters are dealt with in the BCA.

Dividends

1.   The  new Articles do not contain  (unlike the existing Articles) provisions
     regarding the creation  by the  board of  directors of  reserves and  other
     internal  accounts to restrict or permit the payment of dividends since the
     board of  directors  would have  the  power in  any  event to  create  such
     reserves  and accounts as part of their discretion in the management of the
     Corporation's affairs.

2.   The new  Articles provide  for  the replacement  of lost  dividend  cheques
     subject to receipt of appropriate indemnities as determined by the board of
     directors (Article 8.3).

3.   The  new Articles  provide that the  record dates  for determining dividend
     entitlement may  be set  not more  than two  months prior  to the  dividend
     payment  date and  for the  determination of a  dividend record  date if no
     record date is set by the board  of directors, being 5:00 p.m. on the  date
     on which the resolution relating to such dividend is passed by the board of
     directors (Article 8.4).

4.   The new Articles provide that unclaimed dividends revert to the Corporation
     after six years (Article 8.5).

5.   The   new  Articles  provide  that  dividends  may  be  paid  to  different
     shareholders in different currencies (Article 8.6).

Shareholder Meetings

1.   The new Articles provide that annual general meetings may be called by  the
     Chairman,  any Deputy or Vice-Chairman or  the President of the Corporation
     in addition to the board of directors (Article 9.1).

2.   The new Articles  provide that  shareholder meetings may  be held  anywhere
     that  is approved by the board of  directors and that no such resolution of
     the board of directors is  required if the meeting is  to be held in  those
     locations specified in Article 9.3 (Article 9.3).

3.   The  new Articles provide that the form of notice for a shareholder meeting
     is to be governed  wholly by applicable securities  legislation and not  by
     the Articles (Article 9.4).

4.   The  new  Articles provide  that  the record  date  for determining  who is
     entitled to notice of a shareholders meeting cannot be more than two months
     preceding the date of the meeting (Article 9.6).

5.   The new Articles provide the  authority for the appointment of  scrutineers
     at a shareholders meeting (Article 9.7).

6.   The  new  Articles  provide  that  persons  (other  than  the shareholders,
     proxyholders, directors, the Secretary and  certain other persons) are  not
     entitled to be present at a shareholders meeting, except upon invitation of
     the Chairman or with the consent of the meeting (Article 9.8).

7.   The  new  Articles provide  that  the record  date  for determining  who is
     entitled to attend a shareholders meeting may not precede the date on which
     the meeting is to be held by more than two months and for the determination
     of a  record date  if no  record  date is  set by  the board  of  directors
     (Article 9.10).

8.   The  new Articles do not  contain the extensive provisions  that are in the
     existing Articles regarding the  form of proxies  and instead provide  that
     the  form will be as prescribed by the  board of directors or in such other
     form as is  accepted by  the Chairman of  the meeting  (Article 9.11).  The
     formal  requirements for solicited proxies is  governed in many respects by
     securities legislation.

9.   The new  Articles provide  that  if joint  shareholders  are present  at  a
     shareholder meeting then they must vote together (Article 9.13).

                                        17
<PAGE>

10. The  new Articles do not contain the requirement that the Corporation retain
    records of polls  leaving the requirement  to retain polling  records to  be
    governed by the BCA.

11. The  new Articles  do not contain  the limitation that  a shareholder cannot
    appoint more than five proxy holders.

12. The new Articles do not specify procedures for voting by people who are  not
    registered as shareholders and are not proxyholders for shareholders, or for
    voting  by shareholder corporations who do not appoint proxies or by persons
    of unsound mind.

Notices, Use of Digital Documents and Electronic Delivery

1.   The new Articles provide that,  except as otherwise required by  applicable
     law,  when computing required time  periods the day that  a notice is to be
     given is excluded but  the date of the  event to which it  refers is to  be
     included (Article 11.4).

2.   The  new  Articles provide  that where  two successive  notices given  to a
     shareholder are  returned, the  Corporation  is not  required to  send  out
     subsequent  notices to such  shareholder until the  shareholder informs the
     Corporation of such shareholder's new address (Article 11.5).

3.   The new Articles provide  that the Corporation may  give a notice or  other
     document  to a shareholder,  director or officer in  electronic form if the
     recipient has provided  the necessary information  to effect such  delivery
     (Article 11.1).

4.   The new Articles permit, if the recipient consents, the Corporation to give
     notices by posting then on a website and providing notice of the website to
     the recipient (Article 11.2).

5.   The new Articles permit shareholder meetings to be held by electronic means
     if the board of directors so determines (Article 9.18).

Amendment of Articles and Notice of Articles

1.   The  new Articles provide that the  general authority required to amend all
     provisions of the Corporation's Articles and  the Notice of Articles is  an
     ordinary  resolution (Articles  12.1 to  12.5). The  default under  the BCA
     would have  been a  special  resolution. In  any  event, if  the  amendment
     prejudices  or interferes with the rights or special rights attached to any
     class of issued shares, by  the provisions of the  BCA, the consent of  the
     holders  of that class of  shares by a special  separate resolution is also
     required.

2.   As a  result of  the new  Articles, a  special resolution  (because of  the
     definition  in  the  new  Articles of  "special  majority")  and  a special
     separate resolution, will each require for passage a majority of 2/3 rather
     than 3/4 of the votes cast (this is more particularly described above under
     the  heading  "Removal  of  the  Application  to  the  Corporation  of  the
     Pre-existing  Company Provisions")  (see definitions  of "special majority"
     and "special separate resolution" in Article 1.1). However, as noted  above
     and  in Note 1 to Exhibit A, if the holders of Class B Non-Voting Shares do
     not approve the special separate resolution  to be placed before them,  the
     majority  required to pass special  separate resolutions will be maintained
     at 3/4 of the votes cast.

3.   The new  Articles  provide  that  the directors  may  by  board  resolution
     determine or alter certain aspects of series of Preferred Shares where none
     of the shares of such series are issued (Article 27.1.11).

     Because of the resectioning that has occurred in the new Articles there are
not  as many sections as there are  parts in the existing Articles. Accordingly,
in order to retain the existing numbering of what are what are now Parts 25,  26
and  27 in the existing Articles and which  become Sections 25, 26 and 27 in the
new Articles, Section 15 to 24 have been inserted and designated as reserved for
future use.

     To the  extent  not  noted  above,  the  new  Articles  contain  provisions
equivalent,  in  so  far as  is  material,  to the  provisions  in  the existing
Articles.

THE BCA: MATTER FOR CONSIDERATION OF THE CLASS B MEETING

     As discussed above,  the enactment of  the BCA, allows  the Corporation  to
modernize  its Articles  and to  make them more  consistent with  the by-laws of
corporations existing under the Canada Business Corporations Act. To  accomplish
this,  it is proposed, among other things, to make the PCPs no longer applicable
to the Corporation  thus removing, among  other things, the  requirement that  a
special separate resolution to become effective be passed by the favourable vote
of  at least 3/4 of the votes cast and  for the new Articles to provide that the
majority required to pass a special

                                        18
<PAGE>

separate resolution will be 2/3 of votes cast. This is discussed in more  detail
above  under the heading "Removal  of the Application to  the Corporation of the
Pre-existing Company Provisions". For the  reasons given above, it is  desirable
that  the holders of the  Class B Non-Voting Shares  consent by special separate
resolution to this reduction.

     In order to  be effective,  the special  separate resolution,  the text  of
which  is set out in Exhibit C must be  passed by a majority of 3/4 of the votes
cast by holders of Class B Non-Voting Shares, in person or by proxy at the Class
B Meeting.

     The board  of  directors  recommends  that  the  holders  of  the  Class  B
Non-Voting Shares vote FOR the special separate resolution set out in Exhibit C.

     The special separate resolution set out in Exhibit C will be put before the
holders  of the  Class B  Non-Voting Shares  in the  Class B  Meeting before the
combined special resolution and special separate resolution set out in Exhibit A
is placed  before the  holders of  the Class  A Shares.  In the  event that  the
holders  of  the Class  B Non-Voting  Shares  do not  pass the  special separate
resolution contemplated hereunder by  the requisite majority  (3/4 of the  votes
cast), then Note 1 to Exhibit A will become applicable with the consequence that
the  number  of  votes required  to  be cast  in  favour of  a  special separate
resolution in order  to pass such  resolution will  remain at 3/4  of the  votes
cast.

 SPECIAL RESOLUTION TO AMEND THE ARTICLES OF THE CORPORATION TO PROVIDE THAT NO
  CLASS A VOTING SHARES OF THE CORPORATION THAT HAVE BEEN CONVERTED, REDEEMED,
  PURCHASED OR OTHERWISE ACQUIRED BY THE CORPORATION SHALL BE REISSUED AND TO
 INCREASE THE NUMBER OF VOTES ATTACHED TO THE CLASS A SHARES TO FIFTY VOTES PER
                                     SHARE

     The Corporation has received a request from E.S.R.I.L. Inc., which as noted
above under the heading "Shares and Principal Holders Thereof" holds the bulk of
the Class A Shares beneficially owned or controlled by Edward S. Rogers and from
another  corporation, also  controlled by Edward  S. Rogers  which holds certain
Class A  Shares  (the  two  such  corporations  being  hereinafter  collectively
referred  to as "Rogers"), to place before the holders of the Class A Shares for
their consideration at the  Annual General Meeting a  special resolution of  the
holders  of the  Class A  Shares as  the only  voting shareholders,  in the form
attached as Exhibit  B to  this Information  Circular, to,  among other  things,
amend  the  Corporation's  Articles  to  provide  that  Class  A  Shares  of the
Corporation that have been converted into Class B Non-Voting Shares pursuant  to
the  provisions  applicable to  such conversion  in such  Articles, and  Class A
Shares that have been issued  and subsequently redeemed, purchased or  otherwise
acquired  by the  Corporation shall be  cancelled and not  reissued. The special
resolution also amends the Corporation's Articles  to effect an increase in  the
voting rights attached to the Class A Shares from twenty five to fifty votes per
share.

     Rogers  has  advised  the  Corporation  that  the  reason  that  Rogers has
requested a  restriction  be  placed  on  the  reissue  by  the  Corporation  of
converted,  redeemed, repurchased  or otherwise  acquired Class  A Shares  is to
ensure that no Class  A Shares that  are received back by  the Corporation as  a
result  of  the conversion,  redemption, purchase  or  other acquisition  by the
Corporation of such shares are reissued unless the holders of the Class A Shares
consent by approving  an ordinary resolution  to further amend  the Articles  to
permit  such reissue. Rogers noted that  the requested change is consistent with
the objective of ensuring  that no voting shares  of the Corporation are  issued
without  the  consent of  the holders  of the  Class A  Shares, the  reason that
certain related changes in the Articles of the Corporation were made last year.

     Rogers has also  advised the Corporation  that the reason  that Rogers  has
requested the increase in the voting rights attached to the Class A Shares is to
facilitate  maximum  corporate flexibility  for the  Corporation and  to provide
maximum flexibility to  the Rogers  family in  relation to  personal and  estate
planning arrangements.

     The  board of directors of the  Corporation has considered Rogers' request.
In view of the  fact that Rogers,  as a shareholder  of the Corporation  holding
more  than the requisite number of voting shares, has the right to requisition a
meeting  of  shareholders  (to  be  called  and  held  at  the  expense  of  the
Corporation)  for the purpose of considering  the special resolution that is the
subject of the request, the  board of directors, since  the request met in  most
respects  the requirements  respecting shareholders requisitions  under the BCA,
determined to  treat  the  Rogers  request as  a  shareholder  requisition  and,
substantially  in compliance with it,  and in order to  save the Corporation the
cost of calling  and holding  a separate  shareholders meeting  to consider  the
request,  has  placed this  special resolution  before  the shareholders  at the
Annual General  Meeting  in  accordance  with  the  requirements  of  applicable
corporate  law. The board  of directors takes  no position on  the merits of the
special resolution.

                                        19
<PAGE>

     Accordingly, the  Annual  General Meeting  has  been called,  in  part,  to
consider, and if thought advisable, to pass the special resolution requisitioned
by Rogers as a shareholder of the Corporation.

     Class  A Shares of the Corporation  are convertible into Class B Non-Voting
Shares at any time and  subject to certain limitations  may be purchased by  the
Corporation  from time  to time.  The BCA permits  a corporation  to reissue, in
accordance with its  articles, its  shares that  have been  converted and  also,
unless prohibited by the Articles, to reissue shares issued by it that have been
purchased  or otherwise acquired  by the corporation. The  effect of the special
resolution requested by  Rogers is  to prevent the  re-issuance of  any Class  A
Shares  that  have  been converted  or  that  have been  redeemed,  purchased or
otherwise acquired by the Corporation unless the Articles of the Corporation are
subsequently amended  to  permit  such re-issuance.  Any  such  amendment  would
require  the  approval by  the  holders of  the Class  A  Shares by  an ordinary
resolution. In future, Rogers' holdings of Class A Shares could be reduced as  a
result of conversion or sale, but still constitute a sufficient number of issued
and  outstanding Class  A Shares  to control  the election  of directors  of the
Corporation and carry the vote on other ordinary resolutions of shareholders.

     With regard to the increase  in the voting rights  attached to the Class  A
Shares  to be effected by the special  resolution; the holders of Class A Shares
are currently entitled at  meetings of shareholders of  the Corporation to  only
twenty  five votes for each Class A Share held. The Class A Shares are currently
the only  voting shares  of the  Corporation and  the proposed  change does  not
affect  the percentage of  votes held by the  controlling or other shareholders.
Management of the Corporation including Edward  S. Rogers has advised the  board
of   directors  that  there   is  no  planned   or  proposed  transaction  under
consideration by the Corporation, in which the increase in voting rights on  the
Class A Shares would be a factor.

     To be effective, the special resolution must be passed by a majority of not
less  than 3/4 of the votes cast at the Annual General Meeting by the holders of
the Class  A Shares.  The amendment  to  the Articles  proposed by  the  special
resolution  will come into  effect on completion of  the procedure to transition
the Corporation under the BCA as described  above and the coming into effect  of
the special resolution set out in Exhibit A.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

     As  disclosed  above  under  the  heading  "Shares  and  Principal  Holders
Thereof", 51,116,099  Class  A Shares  (which  include those  held  by  Rogers),
representing  approximately 90.9% of the issued  and outstanding Class A Shares,
are beneficially owned  or controlled  by Edward  S. Rogers,  the President  and
Chief  Executive Officer. Edward  S. Rogers, Loretta  Anne Rogers, Edward Rogers
and Melinda Rogers,  each of  whom is  a current  and proposed  director of  the
Corporation,  individually own Class  A Shares and  are beneficiaries of certain
Rogers family trusts which in turn have an indirect, beneficial, non-controlling
interest in Rogers. Rogers has an interest, as described above, in the amendment
of the  Articles to  prevent  the re-issue  of Class  A  Shares that  have  been
converted, redeemed, purchased or otherwise acquired by the Corporation.

                               OTHER INFORMATION

DIRECTORS' AND OFFICERS' REMUNERATION

     The  aggregate  remuneration paid  or payable  by  the Corporation  and its
subsidiaries  (all  of  whose  accounts  are  consolidated  with  those  of  the
Corporation)  to Executive Officers (including  the five most highly compensated
employees of the Corporation) and directors of the Corporation in respect of the
Corporation's last completed financial  year which ended  December 31, 2003  was
$18,068,773. Certain directors elected to receive directors' fees in the form of
units pursuant to the Directors' Deferred Share Unit Plan.

     During 2003, the Corporation had 24 Executive Officers. For purposes hereof
"Executive  Officers" means the Vice Chairman, the President, any Vice President
in charge of a principal business unit such as sales, finance or production  and
any  officer performing a policy-making function. Included within the definition
of "Executive Officers" are "senior officers" as defined in the BCA.

OPTIONS

     An aggregate of 4,194,000 options to acquire Class B Non-Voting Shares were
issued to Executive Officers and employees in 2003 at prices ranging from $13.17
to $20.88.

                                        20
<PAGE>

     During 2003, an aggregate of 952,250 options to acquire Class B  Non-Voting
Shares were exercised by Executive Officers and employees of the Corporation and
its  affiliates at exercise  prices ranging from $6.29  to $19.375. During 2003,
the market price of the Class B Non-Voting Shares ranged from $12.70 to $23.00.

COMPENSATION OF DIRECTORS

     In 2003 directors were  compensated for their services  with a retainer  of
$20,000  per annum and meeting  fees of $1,000 per  meeting attended, $1,250 per
meeting attended for directors traveling more than 100 km but less than 1,000 km
to the meeting  and $2,000 for  directors traveling  more than 1,000  km to  the
meeting.  Directors  fees  are not  paid  to  directors who  are  also Executive
Officers of the Corporation. A director who  acts as Chairman of a committee  of
the Board is paid an additional $5,000 per annum and receives $1,500 per meeting
of such committee attended.

     A  revised compensation structure for directors  for 2004 has been approved
by the Board. Effective January 1st,  2004, the annual retainer for each  member
of the Board, excluding the Chairman of the Board and directors who are officers
or  employees of the Corporation or  its subsidiaries, was increased to $40,000.
In addition, a director of  the Corporation, who is  not an officer or  employee
but  is  also a  director  of an  operating  subsidiary of  the  Corporation, is
entitled to receive an additional annual retainer of $10,000 from the  operating
subsidiary  on whose board he or she sits, in lieu of the regular board retainer
for that subsidiary, and is also entitled to receive regular board and committee
attendance fees for attending meetings of that subsidiary. The annual  committee
retainers  for the  Chairpersons of the  Audit and  Compensation Committees were
increased to $20,000.  For Chairpersons of  other committees of  the Board,  the
annual retainers were increased to $10,000. Meeting fees for the Chairpersons of
the  Audit and  Compensation Committees were  increased to $3,000  and remain at
$1,500 for other committee  Chairpersons. Meeting fees  were also increased  for
the members of the Audit Committee to $1,500 per meeting, $1,750 per meeting for
directors  traveling more  than 100 km  but less  than 1,000 km,  and $2,000 per
meeting for  directors  traveling  more  than  1,000  km.  Meeting  fees  remain
unchanged  for members  of the  other committees  at $1,000,  $1,250 and $2,000,
respectively. Directors  do not  receive compensation  to prepare  for board  or
committee meetings of the Corporation.

     To  encourage the directors to align their interests with shareholders, the
Corporation implemented a Directors' Deferred Share Unit Plan (the "DDSU  Plan")
in  December, 1999 applicable to the fiscal  year commencing January 1, 2000 and
subsequent fiscal years. Under the DDSU Plan, non-employee directors may receive
all or a percentage  of their total  directors' fees in  the form of  Directors'
Deferred  Share Units ("DDSUs"), each  of which has a  value equal to the market
value of a Class B Non-Voting Share  at the commencement of the relevant  fiscal
quarter.  A DDSU is a bookkeeping entry credited to the account of an individual
director, which cannot be converted  to cash until the  director ceases to be  a
member  of the board of  directors of the Corporation  and its subsidiaries. The
value of a DDSU, when converted to cash, will be equivalent to the market  value
of a Class B Non-Voting Share at the time the conversion takes place. DDSUs will
attract  dividends in the form of additional DDSUs at the same rate as dividends
on Class B Non-Voting Shares.

     In October, 2002, the board of directors passed a resolution requiring each
non-employee director  to acquire  direct or  indirect beneficial  ownership  of
4,000  of any combination of Class A Shares, Class B Non-Voting Shares and DDSUs
during his or  her term  of service  as a  director of  the Corporation,  Rogers
Wireless  Communications Inc.,  Rogers Media Inc.  or Rogers Cable  Inc., as the
case may be.

     From time to time, the directors are granted options to participate in  the
stock option plans of the Corporation. Non-employee directors may receive all or
a percentage of such stock options in the form of DDSUs.

     All  directors  are entitled,  after ten  years of  service, to  a retiring
allowance on retirement from the Board in an amount equal to $20,000 plus $2,000
per year of service as a director.

     Mr. Emerson  served  as the  non-executive  Chairman  of the  Board  and  a
director   of  the  Corporation  in  2003.   Mr.  Emerson  also  served  as  the
non-executive Chairman, Vice-Chairman or Deputy Chairman and a director of  each
of   the   Corporation's   three   principal   subsidiaries,   Rogers   Wireless
Communications Inc.,  Rogers Cable  Inc.  and Rogers  Media Inc.,  including  as
Deputy  Chairman of Rogers  Wireless Communications Inc.,  a public corporation.
Mr. Emerson  also  served  on  the Executive,  Audit,  Finance,  Nominating  and
Corporate  Governance, Compensation and  Technology Committees of  the Boards of
the Corporation and its subsidiaries, including as Chairman of the Executive and
Nominating  and   Corporate  Governance   Committees.  For   such  services   as
non-executive  Chairman, Vice-Chairman  or Deputy  Chairman and  director of the
Boards of the  Corporation and its  operating subsidiaries and  as a member  and
Chairman  of such  committees of  the Boards  of such  corporations, Mr. Emerson
received an all-inclusive annual

                                        21
<PAGE>

retainer  of  $300,000  from  the  Corporation  in  2003.  Mr.  Emerson  has   a
supplemental  retirement plan which  provides for a  pension based on  2% of his
average compensation.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

     The Corporation has the  benefit of insurance policies  for itself and  its
directors  and officers against liability incurred by them in the performance of
their duties  as directors  and  officers of  the Corporation.  The  approximate
amount  of  the premiums  charged in  respect  of these  policies on  account of
directors' and officers' liability  for the Corporation  and its affiliates  was
$1,463,106 for the 12 month period ended December 31, 2003. The aggregate amount
of  coverage under the policies for 2003  is the sum of US$50,000,000 in respect
of any one policy period. By the  current terms of the policy, in  circumstances
where  a director or officer has a claim against the Corporation in respect of a
loss covered by the policies,  arising out of a  suit(s) brought in Canada,  the
Corporation  may claim  for 100% of  the loss  over and above  US$500,000 and in
circumstances where a director or officer has a claim against the Corporation in
respect of a loss covered by the policy arising out of a suit(s) brought in  the
United  States of America, the  Corporation may claim for  100% of the loss over
and above US$1,000,000.  In addition, where  a director or  officer has a  claim
against  the insurers in respect of a loss covered by the policies, the director
or officer may  claim on  the policy  for 100% of  the loss  with no  deductible
applicable under the policies.

                                        22
<PAGE>

                             EXECUTIVE COMPENSATION

     The  following table  sets forth  all compensation  earned during  the last
three financial years by the Chief Executive Officer and the Corporation's  four
most  highly  compensated  Executive  Officers other  than  the  Chief Executive
Officer, who served as Executive Officers  at the end of 2003 ("Named  Executive
Officers").  Also  included is  the compensation  for John  H. Tory,  the former
Senior Vice President, Rogers Cable Inc. (see note 6 below)

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
                                                                                        LONG-TERM
                                                                                       COMPENSATION
                                                                                          AWARDS
                                                     ANNUAL COMPENSATION                SECURITIES
                                                                         OTHER            UNDER
                                                                         ANNUAL        OPTIONS/SARS      ALL OTHER
                                            SALARY        BONUS       COMPENSATION       GRANTED        COMPENSATION
NAME AND PRINCIPAL POSITION        YEAR       ($)          ($)           ($)(1)            (#)             ($)(2)
-----------------------------------------------------------------------------------------------------------------------
<S>                               <C>      <C>         <C>           <C>              <C>              <C>            <C>
  E.S. ROGERS.................     2003     988,000     1,976,000         4,170           209,800           1,134
  President and                    2002     950,000     1,046,900         4,805                --           1,134
  Chief Executive Officer          2001     950,000       475,000        17,787            76,000           1,134
---------------------------------------------------------------------------------------------------------------------------
  DAVID P. MILLER(3)..........     2003     400,000       525,427           585            68,000           1,310
  Vice President,                  2002     385,000       268,717        12,399                --           1,310
  General Counsel                  2001     385,000       267,900         8,531                --           1,310
---------------------------------------------------------------------------------------------------------------------------
  NADIR H. MOHAMED(3)(4)......     2003     624,000     1,192,614        13,008            99,800           2,041
  Senior Vice President,           2002     600,000       683,200        11,175                --           2,041
  Wireless Telecommunications      2001     522,000       328,100        27,479           500,000           1,531
---------------------------------------------------------------------------------------------------------------------------
  EDWARD ROGERS(5)............     2003     418,173       568,080            --           532,600           1,701
  Senior Vice President,           2002     225,000       112,500            --                --             765
  Cable Communications             2001     225,000       174,600            --            13,500             765
---------------------------------------------------------------------------------------------------------------------------
  JOHN H. TORY(6).............     2003     572,000       886,205        15,447                --           1,871
  Former Senior Vice President,    2002     550,000       566,843        16,847                --           1,871
  Cable Communications             2001     550,000       454,250        14,825           250,000           1,871
---------------------------------------------------------------------------------------------------------------------------
  ANTHONY P. VINER(3)(7)......     2003     494,000       801,000         1,660            10,000           1,616
  Senior Vice President, Media     2002     475,000     1,596,346         1,907                --           1,616
                                   2001     475,000       650,406        32,021             5,000           1,616
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
</Table>

NOTES:

(1) The value of perquisites and benefits for each Named Executive Officer  does
    not  exceed the lesser of $50,000 and 10%  of the total of the annual salary
    and bonus and  is not  reported herein. The  amounts quoted  in this  column
    represent the taxable benefits on interest free loans.

(2) The amounts quoted in this column represent premiums paid by the Corporation
    for group term life insurance for each officer.

(3) The bonuses paid in 2001-2003 to Mr. Miller, in 2002 and 2003 to Mr. Mohamed
    and  in 2001 and 2002 to Mr. Viner include a special bonus in furtherance of
    the Corporation's retention arrangements.

(4) Mr. Mohamed is the President and Chief Executive Officer of Rogers  Wireless
    Communications Inc.

(5) Mr.  Edward Rogers was appointed President and Co-Chief Executive Officer in
    February 2003 and  became President  and Chief Executive  Officer of  Rogers
    Cable Inc. in June 2003.

(6) Mr.  Tory was President and Chief Executive Officer of Rogers Cable Inc. and
    resigned as an Executive Officer of  the Corporation effective May 30,  2003
    but  continued in  the employment  of Rogers  Cable Inc.  providing advisory
    services until December 31, 2003.

(7) Mr. Viner is President and Chief Executive Officer of Rogers Media Inc.  Mr.
    Viner  participates  in  a  long  term  incentive  plan,  described  in this
    Information Circular under "Employment Contracts".

                                        23
<PAGE>

           OPTION/SAR GRANTS DURING THE YEAR ENDED DECEMBER 31, 2003
<Table>
<Caption>
-------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

                                                      % OF TOTAL
                                                     OPTIONS/SARS
                                  SECURITIES          GRANTED TO
                                    UNDER            EMPLOYEES IN
                               OPTIONS/SARS(1)         FINANCIAL
NAME                            GRANTED (#)(2)           YEAR
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>
  E.S. ROGERS...........            94,900               2.26%
                                   114,900               2.74%
-------------------------------------------------------------------
  D.P. MILLER...........            30,800               0.73%
                                    37,200               0.89%
-------------------------------------------------------------------
  N.H. MOHAMED(3).......            38,700               8.81%
                                    61,100               9.09%
-------------------------------------------------------------------
  EDWARD ROGERS.........           500,000              11.92%
                                    32,600               0.78%
-------------------------------------------------------------------
  A.P. VINER............             5,000               0.12%
                                     5,000               0.12%
-------------------------------------------------------------------
-------------------------------------------------------------------

<Caption>
--------------------------  -------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                               MARKET VALUE OF
                                                  SECURITIES
                                                  UNDERLYING
                                                 OPTIONS/SARS
                             EXERCISE OR         ON THE DATE
                              BASE PRICE           OF GRANT              EXPIRATION
NAME                         ($/SECURITY)        ($/SECURITY)               DATE
--------------------------
<S>                         <C>               <C>                   <C>                  <C>
  E.S. ROGERS...........        $20.84              $20.84          November 12, 2013
                                $17.37              $17.37            April 22, 2013
-------------------------------------------------------------------
  D.P. MILLER...........        $20.84              $20.84          November 12, 2013
                                $17.37              $17.37            April 22, 2013
-------------------------------------------------------------------
  N.H. MOHAMED(3).......        $25.96              $25.96          November 12, 2013
                                $16.88              $16.88            April 22, 2013
-------------------------------------------------------------------
  EDWARD ROGERS.........        $20.88              $20.88            June 19, 2013
                                $17.37              $17.37            April 22, 2013
-------------------------------------------------------------------
  A.P. VINER............        $20.84              $20.84          November 12, 2013
                                $17.37              $17.37            April 22, 2013
-------------------------------------------------------------------
-------------------------------------------------------------------
</Table>

NOTES:

(1) The  Corporation has  not granted  any Stock  Appreciation Rights  (SARs) in
    2003.

(2) The Corporation authorized the grant to Named Executive Officers of  options
    to acquire Class B Non-Voting Shares in April, June and November 2003.

(3) Grants  to Mr. Mohamed were for  Rogers Wireless Communications Inc. Class B
    Restricted Voting shares.

    AGGREGATED OPTION/SAR EXERCISES DURING THE YEAR ENDED DECEMBER 31, 2003
                    AND FINANCIAL YEAR-END OPTION/SAR VALUES

     The following table  sets forth each  exercise of options  during the  last
fiscal year by the Named Executive Officers:
<Table>
<Caption>
-------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

                                     SECURITIES
                                      ACQUIRED              AGGREGATE
                                         ON                   VALUE
                                      EXERCISE               REALIZED
NAME                                     (#)                   ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>
  E.S. ROGERS..............             60,000                  69,900
                                     NIL                      NIL
-------------------------------------------------------------------------
  D.P. MILLER..............          NIL                      NIL
                                     NIL                      NIL
-------------------------------------------------------------------------
  N.H. MOHAMED.............          NIL                      NIL
                                     NIL                      NIL
-------------------------------------------------------------------------
  EDWARD ROGERS............          NIL                      NIL
-------------------------------------------------------------------------
  J.H. TORY................            200,000               2,982,623
-------------------------------------------------------------------------
  A.P. VINER...............          NIL                      NIL
                                         1,147                     998

<Caption>
----------------------------  ----------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                VALUE OF UNEXERCISED
                                      UNEXERCISED                   IN-THE-MONEY
                                    OPTIONS/SARS AT                OPTIONS/SARS AT
                                   DECEMBER 31, 2003            DECEMBER 31, 2003(4)
                                          (#)                            ($)
                                     EXERCISABLE/                   EXERCISABLE/
NAME                                 UNEXERCISABLE                  UNEXERCISABLE
----------------------------
<S>                           <C>                            <C>                         <C>
  E.S. ROGERS..............        1,315,000/347,800(1)          8,792,250/503,603
                                         4,804/1,923(2)               20,369/8,154
-------------------------------------------------------------------------
  D.P. MILLER..............           182,500/68,000(1)          2,701,175/163,084
                                             675/269(2)                2,862/1,140
-------------------------------------------------------------------------
  N.H. MOHAMED.............           350,000/99,800(3)           NIL/738,420
                                     200,000/300,000(1)             NIL/NIL
-------------------------------------------------------------------------
  EDWARD ROGERS............          161,250/569,350(1)            481,186/359,422
-------------------------------------------------------------------------
  J.H. TORY................          900,000/150,000(1)          6,020,000/NIL
-------------------------------------------------------------------------
  A.P. VINER...............           158,150/13,750(1)           1,898,617/22,350
                                           1,913/764(2)                8,109/3,241
</Table>

<Table>
<Caption>

<S>                           <C>                    <C>               <C>                          <C>                       <C>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</Table>

NOTES:

(1) These  amounts represent options  granted between 1994 and  2003 for Class B
    Non-Voting Shares at exercise prices ranging from $6.29 to $34.14 per share.

(2) These amounts  represent convertible  preferred  shares of  the  Corporation
    issued  in 1994 pursuant to the  1991 Management Convertible Preferred Share
    Plan in the  case of  Messrs. Miller, Rogers  and Viner,  with a  conversion
    price  of $17.10 per Class B Non-Voting  Share of the Corporation. An amount
    equal to  the purchase  price for  shares acquired  under the  1991 Plan  is
    provided   by  the   Corporation  (or   an  affiliate)   to  the  designated

                                        24
<PAGE>

    employee by an interest-free loan, repayable in installments over a ten-year
    period. The shares purchased by the employee are pledged as security for the
    loan.

(3) These  amounts  represent  options granted  in  2000  and 2003  for  Class B
    Restricted Voting Shares of Rogers Wireless Communications Inc. at  exercise
    prices ranging from $43.82 to $16.88 per share.

(4) The  closing price of  Class B Non-Voting  Shares of the  Corporation on the
    Toronto Stock Exchange on December 31, 2003 was $21.34. The closing price of
    Class B Restricted Voting Shares  of Rogers Wireless Communications Inc.  on
    the Toronto Stock Exchange on December 31, 2003 was $27.80.

PENSION PLANS

     Employees  of the Corporation  and its subsidiary  companies participate in
the  Corporation's  pension  plans.  For  the  year  ended  December  31,  2003,
contributions  to the plans of $11.0  million were made and consolidated pension
expense was $11.4  million. The Corporation's  pension plans cover  participants
across  the Corporation's group of companies. The estimated value of the accrued
pension benefit  obligations and  the net  assets in  the Corporation's  pension
plans  available to provide  for these benefits, at  market, were $368.2 million
and $336.1 million,  at the measurement  date of September  30, 2003.  Actuarial
valuations  of the plans as of January  1, 2004 will be performed by independent
actuaries.

PENSION BENEFITS

     The Named Executive Officers  are members of a  defined benefit plan  which
credits  annual pension,  payable at retirement,  equal to 2%  of career average
earnings for  each year  of credited  service, except  that earnings  for  years
before  1997  are replaced  by  1997 earnings.  The  pension benefits  under the
Corporation's Pension Plan  are limited to  a maximum of  $1,722.22 per year  of
service  prior  to January  1,  2004 and  $1,833.33  per year  of  service after
December 31, 2003,  multiplied by years  of credited service.  The pensions  are
payable monthly for the lifetime of the Name Executive Officers and a maximum of
60  monthly payments  are guaranteed.  The expected  years of  service at normal
retirement date and the  estimated annual pensions (based  on current levels  of
remuneration),  including the  benefits under the  supplemental retirement plans
described below, are:

<Table>
<Caption>
                                                              PROJECTED    ESTIMATED
NAMED EXECUTIVE OFFICER                                        SERVICE      BENEFIT
-----------------------                                       ---------    ---------
<S>                                                           <C>          <C>
E.S. Rogers.................................................       N/A          N/A(1)
D.P. Miller.................................................  25 years     $163,600(2)
N.H. Mohamed................................................  21 years     $429,500(3)
Edward Rogers...............................................  38 years     $334,500(2)
J.H. Tory...................................................       N/A     $ 15,400
A.P. Viner..................................................  20 years     $174,700(2)
</Table>

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

NOTES:

(1) Mr. E.S. Rogers commenced receipt of his pension from the registered pension
    plan effective December 1, 2002. Mr. E.S. Rogers has a supplemental  pension
    plan which entitles him to an estimated annual benefit of $592,900.

(2) Messrs.  Miller, Viner and Edward Rogers each have a supplemental retirement
    plan which provides for a  pension based on 2%  of their average salary.  If
    one  of these executives should die after  attaining the age of 55 and prior
    to having attained the age of 65,  the Corporation will pay a death  benefit
    of $1 million, payable in ten annual installments of $100,000 each.

(3) Mr.  Mohamed has a supplemental retirement plan which provides for a pension
    based on 2% of his average salary and bonus during the 36 consecutive months
    in which his  earnings are  highest. Mr.  Mohamed's plan  provides that  the
    Corporation's  Pension  Plan will  be supplemented  to  match the  terms and
    conditions of his previous employer's pension plans.

                              EMPLOYMENT CONTRACTS

     Each of the Named  Executive Officers has an  employment contract with  the
Corporation. These contracts encompass the compensation and pension arrangements
noted above.

     The   contract  with  E.S.  Rogers  provides  for  his  employment  by  the
Corporation as its Chief  Executive Officer to December  31, 2006. The  contract
sets out the procedures for the determination of his annual remuneration and his
employment  benefits, details  concerning which,  for the  last completed fiscal
year of the Corporation,  are given elsewhere in  this Information Circular.  In
the event of Mr. Rogers' death the Corporation will pay to his spouse during her
lifetime  a death  benefit in  equal monthly  installments in  the annual amount
equal to one-half of the average annual  amount of salary payable to Mr.  Rogers
in  respect of the three year period ending  on the earlier of December 31, 2006
and the date on which  Mr. Rogers ceases to be  employed by the Corporation.  If
the Corporation terminates the
                                        25
<PAGE>

employment  of Mr. Rogers without cause it must provide him with notice equal to
the lesser  of  six months  and  the  number of  months  by which  the  date  of
termination precedes December 31, 2006. Mr. Rogers is prohibited, during and for
a period of five years after termination of, his employment, from being involved
in  any  business  competitive  with  the  business  being  carried  on  by  the
Corporation or its subsidiaries.

     The contracts of  Messrs. Mohamed, Viner  and Edward Rogers  extend to  the
date of their respective 65th birthdays.

     Mr.  Miller's contract provides that if his employment is terminated by the
Corporation without cause, he will be entitled to a lump sum equal to his salary
for the number of months  equal to the lesser  of: (a) twenty-four (24)  months;
and  (b) the number of months by which the date of termination precedes his 65th
birthday, together with an amount equal to the full amount of his bonus for  the
year of termination.

     Mr. Mohamed's contract provides that if his employment is terminated by the
Corporation, other than for cause, he will be entitled to a lump sum equal to 24
months  base salary and  bonus and continued  participation in the Corporation's
pension and  benefits  programs (except  short  term and  long  term  disability
coverage).   Stock   options  of   the  Corporation   and  of   Rogers  Wireless
Communications Inc. which,  in accordance  with their terms,  would have  become
exercisable  by  Mr.  Mohamed  during the  24  months  following  termination of
employment shall immediately become exercisable  and, together with those  stock
options  which have already  become exercisable in  accordance with their terms,
shall remain exercisable for  a period of  10 years from the  date of grant.  If
there  is  a  change  of  control  of  the  Corporation  or  of  Rogers Wireless
Communications Inc., Mr. Mohamed  may elect to resign  and would be entitled  to
the  same  compensation, pension  and  benefits as  if  his employment  had been
terminated by the Corporation.  Mr. Mohamed, among  other things, is  prohibited
for  a period of  twelve months after  termination of his  employment from being
involved in  any business  competitive with  the business  being carried  on  by
Rogers Wireless at the time of the termination of his employment.

     Mr.  Tory  had  an  employment  contract.  This  contract  encompassed  the
compensation arrangements  noted  in  this  section. Mr.  Tory  resigned  as  an
executive  officer effective  May 30,  2003 but  continued in  the employment of
Rogers Cable providing  advisory services  until December 31,  2003. During  the
period  ending  December 31,  2004,  Mr. Tory  has agreed  that  he will  not be
involved in the cable television  or other programming distribution  undertaking
business,  internet access business,  or any other  business which competes with
the Rogers Cable business in its licensed territories.

     Pursuant to Mr.  Viner's employment contract,  Rogers Broadcasting  Limited
("RBL"),  a  subsidiary  of  the  Corporation,  awarded  Mr.  Viner  twenty (20)
participating units  ("RBL Units")  in  a phantom  option  plan. Each  RBL  Unit
entitles  Mr. Viner  to a cash  payment equal  to a specified  percentage of the
increase in the capitalized  value of RBL  and its subsidiaries  as at the  last
fiscal year of RBL ending prior to the date that Mr. Viner elects to settle such
RBL Unit over the capitalized value of RBL and its subsidiaries determined as at
December  31,  1996.  Capitalized values  are  calculated in  accordance  with a
formula set out in the  phantom option plan. Mr. Viner  may not elect to  settle
any RBL Units that have not yet vested, nor may he elect to settle any RBL Units
after August 31, 2007. If the Corporation terminates the employment of Mr. Viner
other than for cause, it must provide notice (or payment in lieu thereof), in an
amount  equal to the greater  of one month for every  year of employment and two
years, but in  no event  to exceed the  number of  months by which  the date  of
termination  precedes  his  65th birthday.  Mr.  Viner, among  other  things, is
prohibited for a period of eighteen  months after termination of his  employment
from  being  involved  in  any broadcasting  or  programming  business  or other
business competitive with the business carried on by Rogers Broadcasting Limited
at the time of the termination of his employment.

     Edward Rogers' contract provides  that if his  employment is terminated  by
the  Corporation, other than for cause, he  will be entitled to monthly payments
of salary in lieu  of notice, from  the date of termination  to the earliest  to
occur  of the date which is six months  plus one month for every year of service
or his 65th birthday. He will also be entitled to continued participation in the
Corporation's pension and benefit programs  during the notice period  (excluding
certain  disability benefits). Also, any stock  options held by Edward Rogers on
the date of termination that would, in  accordance with the terms of such  stock
options,  become exercisable during  the notice period,  will immediately become
exercisable and shall  remain exercisable  until the  expiry of  the options  in
accordance  with their terms.  Edward Rogers, among  other things, is prohibited
for a period  of twelve months  after termination of  his employment from  being
involved  in  any business  competitive with  the business  being carried  on by
Rogers Cable at the time of the termination of his employment.

                                        26
<PAGE>

                   COMPOSITION OF THE COMPENSATION COMMITTEE

     During the year ended December 31, 2003, the Compensation Committee of  the
Corporation consisted of Thomas I. Hull (Chairman), Ronald D. Besse, H. Garfield
Emerson,  Q.C., Albert Gnat, Q.C., Peter  C. Godsoe, Robert W. Korthals, William
T. Schleyer and John A. Tory, Q.C. Mr. Godsoe was appointed to the Committee  on
October 23, 2003. Mr. Emerson is Chairman of the Corporation and Deputy Chairman
of Rogers Wireless Communications Inc.

                        REPORT ON EXECUTIVE COMPENSATION

     The  Corporation's executive compensation programme  is administered by the
Compensation Committee, comprised of eight members of the Board, none of whom is
a member of the Corporation's management. The Compensation Committee reviews and
recommends to the  Board for approval  the Corporation's executive  compensation
policies  and the  compensation paid  to the  Chief Executive  Officer and other
officers of the  Corporation and  its subsidiaries.  The Compensation  Committee
also  reviews the design  and competitiveness of  the Corporation's compensation
and benefit programmes generally. The  Compensation Committee met four times  in
2003.

COMPENSATION PHILOSOPHY

     The  Corporation's executive compensation programme  is designed to provide
incentives  for   the  enhancement   of   shareholder  value,   the   successful
implementation  of the Corporation's business plans and improvement in corporate
and personal performance and  the retention of key  employees. The programme  is
based  on a pay-for-performance  philosophy and consists  of several components:
base salary,  annual incentive  (bonus)  paid in  cash, long-term  equity  based
incentive  and other employee benefits including,  in the past, the provision of
loans to employees.

     Its overall objectives are:

     (1)   to attract and retain qualified executives critical to the success of
           the Corporation,

     (2)   to provide fair and competitive compensation,

     (3)   to integrate compensation with the Corporation's business plans,

     (4)   to align the interests of management with those of shareholders, and

     (5)   to reward both business and individual performance.

     The Compensation  Committee  annually  reviews  with  the  Chief  Executive
Officer  the compensation packages and the performances of all senior executives
of the Corporation and its principal business units. The Compensation  Committee
recommends  to the  Board for approval,  the salary levels,  bonus potential and
entitlement and participation in equity based long-term incentives of all senior
executives.

BASE SALARY

     An executive's  base  salary is  determined  by an  assessment  of  his/her
sustained  performance and consideration of  competitive compensation levels for
the markets in which the Corporation operates.

ANNUAL INCENTIVES

     The Corporation's executive officers are eligible for annual cash  bonuses.
Annual  bonus awards  are based on  attainment of  specified performance levels,
principally related  to  the  Corporation's achievement  of  targeted  operating
income levels. This establishes a direct link between executive compensation and
the Corporation's operating performance. Specific additional bonus opportunities
for  exceptional individual or  business unit success are  also provided and are
set by the Compensation Committee at the beginning of the fiscal year.  Targeted
operating  income levels for the overall Corporation and each operating division
for each fiscal year are based on the budgeted operating income, approved by the
Board at the beginning of that financial year.

     An individual executive's  annual incentive opportunity  is established  at
the  beginning of a financial year. Actual bonuses are determined principally by
applying a  formula  based  on  Corporation  or  division  performance  to  each
individual's bonus opportunity.

     Applying this formula results in payments at the targeted opportunity level
when  budgeted operating income  is achieved, payments  below the targeted level
when operating income is below budget and payments above the targeted level when
operating income is over budget.

                                        27
<PAGE>

LONG-TERM INCENTIVES

     The Corporation provides a stock option plan to key employees and  officers
(see "Options" above). In prior years, the Corporation has provided a management
share  purchase plan  to permit  senior executives  to acquire  preferred shares
convertible into Class B Non-Voting Shares of the Corporation. In addition,  the
Corporation  has in  the past  provided loans to  key employees  and officers as
described elsewhere in this Information Circular.

     An important objective of these plans is to encourage executives to acquire
a meaningful equity ownership interest in the Corporation over a period of  time
and,  as a result, focus executives' attention on the long-term interests of the
Corporation and its shareholders.

     The share purchases  under the  share purchase  plans are  financed by  the
provision  of non-interest bearing loans repayable  by the executive in required
annual installments over ten years. The shares held under the plan are  released
to  the executive  only at such  time and  in such proportions  as the executive
repays the loan. Should the executive leave the Corporation prior to the end  of
the  ten year period, a proportional number of the preferred shares are redeemed
and cancelled.

     All stock options granted under stock option plans are awarded at  exercise
prices  equal to  the market price  of the shares  under option at  the date the
option was awarded.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

     The  Compensation   Committee  reviews   the  Chief   Executive   Officer's
performance  each  year. Mr.  Rogers'  base salary  is  established in  a manner
consistent with that established for other senior executives.

     Mr. Rogers' annual incentive  is based on  the Corporation's attainment  of
budgeted  operating income level and specific individual and corporate successes
identified at the beginning of the fiscal year.

     Mr. Rogers participates  in the  stock option plans  on the  same basis  as
other senior executive officers.

Submitted on behalf of the Compensation Committee
THOMAS I. HULL, Chairman
RONALD D. BESSE
H. GARFIELD EMERSON, Q.C.
PETER C. GODSOE
ROBERT W. KORTHALS
WILLIAM T. SCHLEYER
JOHN A. TORY, Q.C.

                                        28
<PAGE>

                               PERFORMANCE GRAPH

     The  following  graph compares  the cumulative  shareholder returns  of the
Class A Shares ("RCI.A")  and the Class B  Non-Voting Shares ("RCI.B") with  the
cumulative  return of the S&P/TSX Composite Index  for the five year period from
December 31, 1998 to December 31, 2003 (assuming an initial investment of $100).
The S&P/TSX Composite Total Return Index  reflects the cumulative return of  the
S&P/TSX  Composite  Index, including  dividend  reinvestment. Values  are  as at
December 31 of the specified year.

                  COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

                               PERFORMANCE GRAPH

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------
                                  DEC. 1998    DEC. 1999    DEC. 2000    DEC. 2001    DEC. 2002    DEC. 2003
----------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>          <C>          <C>          <C>          <C>       <C>
  RCI.A.......................      $100         $259         $186         $197         $112         $154
----------------------------------------------------------------------------------------------------------------
  RCI.B.......................      $100         $259         $185         $199         $107         $156
----------------------------------------------------------------------------------------------------------------
  S&P/TSX Composite
     Total Return Index.......      $100         $132         $141         $124         $108         $137
----------------------------------------------------------------------------------------------------------------
</Table>

       INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

     All indebtedness described below was incurred  prior to July 30, 2002,  the
date  the  United  States  Sarbanes-Oxley  Act  of  2002  came  into  effect. In
compliance with  that  legislation,  no  new  personal  loans  to  directors  or
executive  officers were  made or  arranged for  any purpose  whatsoever, and no
existing personal loans were renewed or modified, after July 30, 2002.

     The following table sets forth the particulars of loans outstanding to  the
Corporation  during  the  year ended  December  31,  2003 to  present  or former
directors, executive officers  or senior officers  of the Corporation,  proposed
nominees  for election as directors and associates of such persons in connection
with the purchase of  securities of the Corporation.  As noted in the  paragraph
above there were no loans made by the Corporation during the year ended December
31,  2003 to present or former  directors, executive officers or senior officers
of the Corporation, proposed nominees  for election as directors and  associates
of such persons in connection with the purchase of securities of the Corporation
or for any other purpose.

     As  of April 19, 2004 the aggregate  indebtedness to the Corporation or any
subsidiary of  present  or  former  directors, officers  and  employees  of  the
Corporation  or any subsidiary in connection  with the purchase of securities of
the Corporation totaled $115,647.

                                        29
<PAGE>

             TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS
             AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
<Table>
<Caption>
--------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                   LARGEST AMOUNT
                                                    OUTSTANDING
                                                     DURING THE            AMOUNT
                                                   FINANCIAL YEAR       OUTSTANDING
                                INVOLVEMENT            ENDED               AS AT
                             OF CORPORATION OR   DECEMBER 31, 2003     APRIL 19, 2004
NAME AND PRINCIPAL POSITION    SUBSIDIARY(1)            ($)                 ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                  <C>
  LORRAINE DALY...........       Loan from             29,480               NIL
  Vice President, Treasurer     Corporation
--------------------------------------------------------------------------------------
  BRUCE D. DAY............       Loan from             52,292               NIL
  Vice President, Corporate     Corporation
  Development
--------------------------------------------------------------------------------------
  KENNETH G. ENGELHART....       Loan from             18,075               NIL
  Vice President,               Corporation
  Regulatory
--------------------------------------------------------------------------------------
  DAPHNE EVANS............       Loan from             11,987               NIL
  Assistant Secretary           Corporation
--------------------------------------------------------------------------------------
  ALAN D. HORN............       Loan from             57,029               NIL
  Vice President, Finance       Corporation
  and Chief Financial
  Officer
--------------------------------------------------------------------------------------
  ROGER D. KEAY...........       Loan from             28,472               NIL
  Vice President,               Corporation
  Technology
--------------------------------------------------------------------------------------
  PHILIP B. LIND..........       Loan from             69,973               NIL
  Vice Chairman                 Corporation
--------------------------------------------------------------------------------------
  GRAEME H. MCPHAIL.......       Loan from             50,342               NIL
  Vice President, Associate     Corporation
  General Counsel
--------------------------------------------------------------------------------------
  DAVID P. MILLER.........       Loan from             23,034               NIL
  Vice President, General       Corporation
  Counsel and Secretary
--------------------------------------------------------------------------------------
  EDWARD S. ROGERS........       Loan from            164,365               NIL
  President and Chief           Corporation
  Executive Officer
--------------------------------------------------------------------------------------
  ANTHONY P. VINER........       Loan from             65,390               NIL
  Senior Vice President,        Subsidiary
  Media
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

<Caption>
---------------------------  ----------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
                                 FINANCIALLY
                             ASSISTED SECURITIES
                              PURCHASES DURING
                                THE FINANCIAL
                                 YEAR ENDED
                              DECEMBER 31, 2003
NAME AND PRINCIPAL POSITION          (#)           SECURITY FOR INDEBTEDNESS
---------------------------
<S>                          <C>                   <C>                       <C>
  LORRAINE DALY...........           NIL           RCI Convertible Preferred
  Vice President, Treasurer                                Shares
--------------------------------------------------------------------------------------
  BRUCE D. DAY............           NIL           RCI Convertible Preferred
  Vice President, Corporate                                Shares
  Development
--------------------------------------------------------------------------------------
  KENNETH G. ENGELHART....           NIL           RCI Convertible Preferred
  Vice President,                                          Shares
  Regulatory
--------------------------------------------------------------------------------------
  DAPHNE EVANS............           NIL           RCI Convertible Preferred
  Assistant Secretary                                      Shares
--------------------------------------------------------------------------------------
  ALAN D. HORN............           NIL           RCI Convertible Preferred
  Vice President, Finance                                  Shares
  and Chief Financial
  Officer
--------------------------------------------------------------------------------------
  ROGER D. KEAY...........           NIL           RCI Convertible Preferred
  Vice President,                                          Shares
  Technology
--------------------------------------------------------------------------------------
  PHILIP B. LIND..........           NIL           RCI Convertible Preferred
  Vice Chairman                                            Shares
--------------------------------------------------------------------------------------
  GRAEME H. MCPHAIL.......           NIL           RCI Convertible Preferred
  Vice President, Associate                                Shares
  General Counsel
--------------------------------------------------------------------------------------
  DAVID P. MILLER.........           NIL           RCI Convertible Preferred
  Vice President, General                                  Shares
  Counsel and Secretary
--------------------------------------------------------------------------------------
  EDWARD S. ROGERS........           NIL           RCI Convertible Preferred
  President and Chief                                      Shares
  Executive Officer
--------------------------------------------------------------------------------------
  ANTHONY P. VINER........           NIL           RCI Convertible Preferred
  Senior Vice President,                                   Shares
  Media
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
</Table>

NOTE:

(1) Each of the above loans was non-interest bearing. These loans were repayable
    over ten  years  with mandatory  repayments  of 5%  on  the first  to  sixth
    anniversaries  of the loan, 10% on the seventh and eighth anniversaries, 15%
    on the ninth anniversary and 35% on  the tenth anniversary. At any time  the
    borrower  was entitled  to prepay  an amount equal  to 10%  of the principal
    amount for each complete  year the loan was  outstanding less any  mandatory
    repayments.

     As  of April 19, 2004 the aggregate  indebtedness to the Corporation or any
subsidiary of all present or former  officers, directors and employees that  was
not  entered  into  in  connection  with  the  purchase  of  securities  of  the
Corporation was $3,603,654.

                                        30
<PAGE>

   TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
                 OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS
<Table>
<Caption>
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
                                                                             LARGEST AMOUNT
                                                                         OUTSTANDING DURING THE
                                                                          FINANCIAL YEAR ENDED
                                           INVOLVEMENT OF                   DECEMBER 31, 2003
NAME AND PRINCIPAL POSITION          CORPORATION OR SUBSIDIARY                     ($)
----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                 <C>
  JOHN H. TORY(1)..........       Loan from Corporation                          475,000
  Former Senior Vice
  President, Cable
  Communications
---------------------------------------------------------------------------------------------------
  THOMAS A. TURNER(2)......       Loan from Corporation                          500,000
  Vice President, Convergence
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------

<Caption>
------------------------------  ------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

                                   AMOUNT OUTSTANDING
                                  AS AT APRIL 19, 2004
NAME AND PRINCIPAL POSITION                ($)
------------------------------
<S>                             <C>                       <C>
  JOHN H. TORY(1)..........                  NIL
  Former Senior Vice
  President, Cable
  Communications
---------------------------------------------------------------------------------------------------
  THOMAS A. TURNER(2)......              492,500
  Vice President, Convergence
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
</Table>

NOTES:

(1) The loan  to Mr.  Tory was  non-interest  bearing and  was made  to  provide
    assistance in purchasing a residence.

(2) The  loan to  Mr. Turner  is non-interest  bearing and  was made  to provide
    assistance in relocation and purchasing a residence. The loan is due  August
    1,  2006  and  is  repayable in  monthly  installments  of  $500, commencing
    January, 2003.

                  STATEMENT OF CORPORATE GOVERNANCE PRACTICES

     The board of directors of the  Corporation endorses the principle that  its
corporate   governance  practices  ("Corporate   Governance  Practices")  are  a
fundamental part of the proper functioning  of the Corporation and believe  that
they  enhance  the interests  of its  securityholders, employees,  customers and
others having business and other dealings with the Corporation. These  Practices
conform   in  all  substantial  aspects  with  applicable  corporate  governance
guidelines and standards. Since the  beginning of the Corporation's last  fiscal
year, there have been further significant regulatory changes affecting Corporate
Governance  Practices of Canadian  public corporations in  Canada and the United
States. Some of these changes emanated from the enactment of the  Sarbanes-Oxley
Act  of 2002 in the United States which applies to foreign private issuers, such
as the  Corporation.  The  New  York  Stock  Exchange  ("NYSE"),  on  which  the
Corporation's  shares are traded, adopted new corporate governance rules as part
of  its  listing  standards,  some  of  which  apply  to  the  Corporation,  and
legislation  passed  in  Ontario  empowered  the  Ontario  Securities Commission
("OSC") to make rules affecting certain Corporate Governance Practices of public
companies reporting  under Canadian  securities legislation.  In particular,  in
January of 2004, Canadian Securities Commissions adopted new regulations for the
composition  and responsibilities of audit  committees and for the certification
of disclosure in annual and interim financial statements, and also issued  draft
new policies and guidelines for the disclosure of corporate governance practices
and  guidelines for  effective corporate  governance. The  Board closely follows
these and other corporate governance developments and is committed to  enhancing
its  Corporate Governance Practices in light of improving polices and practices.
The  Corporation's  Corporate  Governance   Practices,  summarized  below,   are
responsive  to  the corporate  governance  guidelines currently  adopted  by The
Toronto  Stock  Exchange  ("TSX   Guidelines").  This  statement  of   Corporate
Governance  Practices was  prepared by  the Nominating  and Corporate Governance
Committee of the Board and approved by the Board.

BOARD CHARTER AND MANDATE OF THE BOARD

     The Board has adopted a Board of Directors Charter (the "Board Charter") as
its written mandate providing guidance to  Board members as to their duties  and
responsibilities.  The  Board Charter  confirms the  Board's stewardship  of the
business and  affairs of  the Corporation  and its  responsibility to  supervise
management  of  the Corporation  in  conducting the  Corporation's  business. In
addition to containing specific roles and responsibilities that the Board is  to
discharge,  the Board Charter provides that  Board members are to possess, among
other attributes, characteristics and traits that reflect high ethical standards
and integrity  in their  personal and  professional dealings.  Directors of  the
Corporation  are  expected  to  conduct  themselves  according  to  the  highest
standards  of  personal  and  professional  integrity.  It  also  outlines   the
procedures  to ensure effective  and independent operation of  the Board and the
role and principal responsibilities  of the non-management  Chair of the  Board.
The  Board Charter is maintained on  the Corporation's website at www.rogers.com
and a copy  of the  Board Charter  is annexed  to this  Information Circular  as
Exhibit D.

                                        31
<PAGE>

     The  Board has explicitly assumed responsibility for the stewardship of the
Corporation, including matters referred to  in the TSX Guidelines(1). The  Board
discharges  its responsibilities either directly  or through its committees. The
Board has adopted a strategic planning  process and reviews and approves, on  at
least  an annual basis, a strategic plan for each of the Corporation's operating
entities which takes  into account,  among other things,  the opportunities  and
risks  of the business.  The Board is responsible  for identifying the principal
risks of  the  Corporation's businesses  and  overseeing the  implementation  of
appropriate  risk  assessment  systems to  manage  these risks.  In  addition to
fulfilling its statutory and other requirements, the Board oversees and reviews,
and, where appropriate, formally approves:

     (a)   the  strategic  and  operating  plans  and  financial,  capital   and
           operating budgets of management;(2)

     (b)   the  performance  of  management  and  the  Corporation  against  the
           strategic plans and business, operating and capital budgets;

     (c)   the principal risks  and the  adequacy of systems  and procedures  to
           manage these risks;(3)

     (d)   management development, management succession planning, including the
           appointment  of senior management, and compensation and major benefit
           policies;(4)

     (e)   acquisitions  and  divestitures  of  business  operations,  strategic
           investments and alliances, major business development initiatives and
           unbudgeted expenditures in excess of $5 million;

     (f)   the   Corporation's  communications  policies   to  shareholders  and
           investors, which address the Corporation's interaction with analysts,
           investors and  other  key stakeholders  and  the public  and  contain
           measures for the Corporation to comply with its continuous and timely
           disclosure obligations;(5)

     (g)   the  development  of  the Corporation's  principles  and  approach to
           corporate  governance,  including   approval  of  the   Corporation's
           Corporate Governance Practices;(6)

     (h)   the  monitoring of compliance with the Directors and Officers Code of
           Conduct and Ethics; and

     (i)   the integrity of the Corporation's accounting and financial reporting
           systems, disclosure controls  and procedures,  internal controls  and
           management information systems.(7)

     In  addition to  the seven regularly  scheduled Board  meetings held during
2003, there were another five meetings of  the full Board held in that  calendar
year.  Eight regular meetings of the  Board are currently scheduled for calendar
2004. The frequency of Board meetings as well as the nature of agenda items  may
change depending on developments in the Corporation's affairs.

COMPOSITION OF THE BOARD AND MAJORITY OF INDEPENDENT DIRECTORS

     The  Nominating and Corporate Governance Committee of the Board reviews the
size of the Board  to ensure that  the Board is able  to operate effectively  in
making  Board decisions and to fulfil its various responsibilities. The Board is
currently composed of seventeen members, of whom three are executive officers of
the Corporation  and  one  is  an  executive officer  of  a  subsidiary  of  the
Corporation. The Board has determined that twelve of the seventeen directors are
independent  and  unrelated on  the  basis that  they do  not  have a  direct or
indirect material relationship  with the Corporation  or its subsidiaries  which
could,  in the view  of the Board,  reasonably interfere with  the exercise of a
director's independent judgment. The  five related Board  members are Edward  S.
Rogers,  Melinda M. Rogers, who is the  daughter of Edward S. Rogers, and Philip
B. Lind, all of whom are  executive officers of the Corporation, Edward  Rogers,
who  is the  son of Edward  S. Rogers and  an executive officer  of Rogers Cable
Inc., a subsidiary of the Corporation and Loretta A. Rogers who is the spouse of
Edward S. Rogers.  The Board  is, accordingly,  constituted with  a majority  of
individuals who are independent and unrelated directors.(8)

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

1   TSX Guideline No. 1.

2   TSX Guideline No. 1(a).

3   TSX Guideline No. 1(b).

4   TSX Guidelines No. 1(c) and No. 8.

5   TSX Guideline No. 1(d).

6   TSX Guidelines No. 5 and No. 10.

7   TSX Guideline No. 1(e).

8   TSX Guideline No. 2.
                                        32
<PAGE>

     The  twelve current  directors of the  Corporation who  are independent are
Messrs. Besse, Emerson, Godsoe, Hull, Korthals, Mikalachki, Peterson,  Schleyer,
Stewart,  Tory, Wansbrough and Wilson. While Mr. Stewart advised the Corporation
that he would  not stand for  re-election as  a director at  the Annual  General
Meeting,  Colin D. Watson is proposed to be nominated for election as a director
to succeed Mr. Stewart. The Board considers Mr. Watson to be independent and not
to  have  any  direct  or  indirect  material  relationships  with  either   the
Corporation  or Edward  S. Rogers,  the controlling  or significant shareholder,
including any private companies directly or indirectly controlled by Mr.  Edward
S. Rogers.

     On  April 15, 2004, Albert Gnat, a  director of the Corporation since 1984,
passed away. The Board believes it important to note that Mr. Gnat made many and
varied important contributions to the  development of the Corporation over  many
years  both  as  a director  and  as a  counsel  to the  Corporation.  The Board
recognizes those contributions and expresses its deep regret at his death.

                  Atque in perpetuum, amicus, ave atque vale.
                  (And forever, Friend, "Hail and farewell.")

     In deciding whether a particular  director is an independent and  unrelated
director, the Board examined the factual circumstances of each director's direct
and  indirect relationship to management and the Corporation and considered them
in the context of all relevant factors, including the fact that the  Corporation
is  controlled  by an  individual shareholder  who is  also the  Chief Executive
Officer of the Corporation.  While certain of the  directors of the  Corporation
that  the Board has affirmatively determined to be independent may be directors,
executive officers, partners or managing  members in corporations or firms  that
provide certain commercial, banking, legal or other services to the Corporation,
the  Board has determined that  the amount or dollar  value of such services was
not material and within the Director Material Relationship Standards referred to
below and that each such director is independent and unrelated.

     In considering the circumstances of the direct or indirect relationship  of
each  director to the  Corporation and determining whether  a direct or indirect
relationship that  a director  may have  with the  Corporation is  material,  as
referred to above, the Board analyses all of the relationships each director has
with the Corporation and its subsidiaries. In this analysis, the Board took into
account  its  Director  Material Relationship  Standards  ("Director Materiality
Standards") that  were  adopted  by  the  Board to  assist  it  in  making  such
determinations.  The Director  Materiality Standards provide  that any business,
commercial, industrial, banking, consulting, professional, charitable or service
relationship that may exist  between the Corporation  (which for these  purposes
includes  its subsidiaries)  and a director,  or between the  Corporation and an
entity of  which the  director  is a  director,  executive officer,  partner  or
managing  member, shall be in the ordinary course of business of the Corporation
and on  substantially  the  same terms  as  those  prevailing at  the  time  for
comparable  transactions with non-affiliated  persons on an  arm's length basis.
Under the Director  Materiality Standards, the  following relationships will  be
considered to be material in respect of any director:

     (a)   The  director has,  within the  preceding three  fiscal years  of the
           Corporation, been a provider of consulting, professional,  investment
           banking,  advisory or other services to the Corporation and the total
           direct compensation of the director  from the Corporation in  respect
           of those services in each such fiscal year amounted to more than U.S.
           $100,000  (other  than payments  arising from  acting  in his  or her
           capacity as a director  of the Corporation  including as a  part-time
           Chair or Vice-Chair of the Board or a committee of the Board).

     (b)   The  director has,  within the  preceding three  fiscal years  of the
           Corporation, been a director, executive officer, partner or  managing
           member  of  an  entity  that  has  or  had  a  business,  commercial,
           industrial, banking, consulting, professional or service relationship
           with  the  Corporation  and,  pursuant  to  that  relationship,   the
           aggregate   annual  sales  or  billings   from  that  entity  to  the
           Corporation or from the Corporation to that entity, in each of the  3
           most recently completed fiscal years of that entity, amounted to more
           than  the greater of two percent  of that entity's consolidated gross
           revenues and U.S. $1,000,000.

     If a  director has  any  other direct  or  indirect relationship  with  the
Corporation  other than those set forth in (a) or (b) above, the Board will make
a determination whether that  director is independent and  unrelated based on  a
consideration of all relevant facts and circumstances.

     A  copy  of  the  Director  Materiality  Standards  is  maintained  on  the
Corporation's  website  at  www.rogers.com  and  a  copy  is  annexed  to   this
Information Circular as Exhibit E.

                                        33
<PAGE>

CONTROLLING SHAREHOLDER AND REPRESENTATION OF INTERESTS OF SHAREHOLDERS IN BOARD
COMPOSITION

     The  Corporation is controlled by Edward S. Rogers, O.C., the President and
Chief Executive Officer and a director of the Corporation. Mr. Rogers indirectly
beneficially  owns  and  exercises  control  and  direction  over,  directly  or
indirectly,  an aggregate of  approximately 90.9% percent of  the issued Class A
Shares of  the  Corporation,  being the  only  class  of voting  shares  of  the
Corporation,  and approximately 30% of the total issued Class A Shares and Class
B Non-Voting  Shares of  the  Corporation. As  the controlling  or  "significant
shareholder"  of the Corporation, Mr.  Rogers has the voting  power to elect all
the members  of the  Board of  the  Corporation. Loretta  A. Rogers,  a  related
director of the Corporation, is the wife of Mr. Rogers. Edward Rogers, a related
director  who is an executive officer of a subsidiary of the Corporation, is the
son of Mr.  and Mrs. Rogers.  Melinda M. Rogers,  a related director  who is  an
executive officer of the Corporation, is the daughter of Mr. and Mrs. Rogers.

     The  Board believes that  eight of the twelve  independent directors do not
have any direct or indirect  material relationships with either the  Corporation
or  Edward S. Rogers, the controlling  or significant shareholder, including any
private companies directly or  indirectly controlled by  him.(9) There are  four
independent  directors of the  Corporation who have  indirect relationships with
the controlling or  significant shareholder as  a result of  being directors  of
private  companies  that are  controlled by  the significant  shareholder. These
directors are H.  Garfield Emerson, Thomas  I. Hull  and John A.  Tory, who  are
independent   directors  of  such  private  companies,  and  J.  Christopher  C.
Wansbrough, who  is  an independent  director  and the  part-time  non-executive
Chairman  of Rogers Telecommunications  Limited, one of  such private companies.
The Board has determined  that these relationships  as independent directors  of
such  private companies is  not a direct or  indirect material relationship with
the Corporation  which could  reasonably interfere  with the  exercise of  those
individual's independent judgement.

     The Board considers that the current nature of the composition of the Board
is  appropriate in  light of  the structure  and ownership  of the Corporation's
share capital. The  eight independent directors  of the Corporation  who do  not
have  a  relationship with  the significant  shareholder, as  well as  the other
independent  directors  of  the  Corporation,  ensure  that  the  interests   of
shareholders   other  than  the  significant  shareholder  are  brought  to  and
considered by the Board. (Only seven  of these eight directors are standing  for
re-election,  but the place of  the retiring director will  be taken by Colin D.
Watson who is standing for election as a new director.) The Board also  believes
that the composition of the full Board, which includes a majority of outside and
independent  directors who are not part of the management of the Corporation and
the other Corporate Governance Practices that the Board has adopted, also  serve
this  purpose.  Such  practices include  the  Board Charter,  the  Directors and
Officers  Code  of  Conduct   and  Ethics  and   the  mandates,  functions   and
responsibilities of the Audit Committee, the Nominating and Corporate Governance
Committee  and the Compensation Committee and  the other committees of the Board
and their respective mandates.(10)

     The Board does not consider it appropriate to change the size of the  Board
at  this time.(11) The Board believes that  all the directors on the Board carry
out their  duties  objectively, in  good  faith and  with  a view  to  the  best
interests  of the Corporation and make a  valuable contribution to the Board and
the Corporation  for the  benefit of  all shareholders,  including  shareholders
other than the significant shareholder.

SEPARATION OF THE OFFICES OF CHIEF EXECUTIVE OFFICER AND CHAIR OF THE BOARD

     Edward  S.  Rogers, the  controlling  and significant  shareholder,  is the
President and  Chief  Executive Officer  of  the  Corporation and  serves  as  a
director.  Mr. Rogers is also Chairman of  the Finance Committee and a member of
the Executive Committee of the Board. He was also a member of the Nominating and
Corporate Governance  Committee  of the  Board  until  March 9,  2004,  when  he
resigned from that Committee.

     H.  Garfield  Emerson  is  the non-executive  Chairman  of  the  Board. The
Chairman is an independent  and unrelated director  and is not  a member of  the
Corporation's  management. This  separation of the  offices of the  Chair of the
Board and the Chief Executive Officer of the Corporation reflects the policy  of
the Board as set out in the Board Charter. As mandated in the Board Charter, the
principal  responsibility of the  Chair of the  Board is to  oversee, manage and
assist

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

9   TSX Guidelines No. 2 and No. 3.

10  TSX Guideline No. 3.

11  TSX Guideline No. 7.
                                        34
<PAGE>

the Board  in  fulfilling its  duties  and responsibilities  as  a Board  in  an
effective  manner independently  of management. In  overseeing the  Board in the
fulfilment of its responsibilities, the duties of the Chair of the Board include

     (a)   chairing Board  meetings  and  annual and  special  meetings  of  the
           shareholders of the Corporation,

     (b)   organizing  an appropriate  annual work plan  and regularly scheduled
           Board meetings,

     (c)   participating in the preparation of the agenda for each Board meeting
           and an appropriate information package that is sent on a timely basis
           to each director in advance of the meeting(12),

     (d)   monitoring the work of  the Board committees  and in that  connection
           attending  meetings of  Board committees as  a non-voting participant
           (other that those on which he otherwise sits),

     (e)   assisting in  the  Board's  evaluation  and  self-assessment  of  its
           effectiveness and implementation of improvements,

     (f)   providing   appropriate  guidance  to  individual  Board  members  in
           discharging their duties,

     (g)   ensuring newly appointed directors receive an appropriate orientation
           and education program, and

     (h)   providing arrangements for  directors to communicate  with the  Chair
           formally  and  informally  concerning matters  of  interest  to Board
           members.

DIRECTORS AND OFFICERS CODE OF CONDUCT AND ETHICS

     The Board has adopted a Directors  and Officers Code of Conduct and  Ethics
("Code  of  Conduct  and Ethics"  or  the  "Code") to  endorse  and  promote the
Corporation's commitment to honest and  ethical conduct, including fair  dealing
and  ethical handling of  conflicts of interest, to  promote accurate and timely
disclosure and compliance with applicable laws and regulations and to ensure the
protection of  the Corporation's  business  interests, assets  and  confidential
information.

     The   Code  of  Conduct  and  Ethics,  among  other  things,  requires  the
Corporation's directors and  officers to  act with  integrity in  an honest  and
candid  manner, to adhere to a high  standard of business ethics and to disclose
any material transaction or  relationship that could  reasonably be expected  to
give rise to a conflict of interest. Any conflicts of interest are reported on a
regular  basis to the Audit Committee of  the Board which has the responsibility
for monitoring compliance with the Code  and applying and interpreting the  Code
in particular situations. The Audit Committee is required to inform the Board if
it  determines  that a  violation  of the  Code has  occurred.  Any waiver  of a
provision of the Code of  Conduct and Ethics for  the directors and officers  of
the  Corporation  may only  be  made by  the Board  or  the Audit  Committee and
reported to the Board.

     The Code of  Conduct and Ethics  has been  publicly filed on  SEDAR and  is
available  on the Corporation's website at www.rogers.com. A copy of the Code of
Conduct and Ethics is annexed to this Information Circular as Exhibit F.

BOARD COMMITTEES

     The Board  has  seven committees:  the  Audit Committee,  the  Compensation
Committee,   the  Pension  Committee,  the   Executive  Committee,  the  Finance
Committee, the Nominating and Corporate Governance Committee and the  Technology
Committee.  In addition to  these committees, from time  to time special purpose
committees of the Board may be appointed to deal with specific matters.  Special
committees  of  the Board  composed entirely  of  independent directors  who are
unrelated to the Corporation and  to the significant shareholder are  appointed,
if  appropriate, to consider and,  if thought fit, approve,  or recommend to the
Board for approval,  transactions, including  transactions not  in the  ordinary
course  of  business  of  the  Corporation,  between  the  Corporation  and  the
significant shareholder or any corporation directly or indirectly controlled  by
him, or between the Corporation and subsidiaries of the Corporation.(13)

AUDIT COMMITTEE

     The   Audit  Committee  is  composed  only  of  independent  and  unrelated
directors.(14) The Board adopted an  Audit Committee Charter that is  maintained
on  the Corporation's website  at www.rogers.com and  a copy of  such Charter is
annexed to this Information Circular as Exhibit G. Under the terms of the  Audit
Committee Charter, the members of

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

12  TSX Guideline No. 12.

13  TSX Guidelines No. 9 and No. 13.

14  TSX Guideline No. 13.
                                        35
<PAGE>

the Audit Committee must be independent and financially literate, or must become
financially  literate within a reasonable period  of time after appointment. The
Corporation's  management  is  responsible   for  preparing  the   Corporation's
financial  statements  and the  external auditors  are responsible  for auditing
those financial statements.  The Audit Committee  is responsible for  overseeing
the conduct of those activities by the Corporation's management and the external
auditors  and  overseeing  the  activities  of  the  internal  auditors  of  the
Corporation. The external auditors of the Corporation report and are accountable
to the Audit  Committee. The Committee's  responsibilities include, in  summary,
among other matters:

     (a)   in consultation with the external auditors and the internal auditors,
           reviewing  the  integrity  of the  Corporation's  financial reporting
           processes and procedures, both internal  and external, and any  major
           issues  as to the  adequacy of the internal  controls and any special
           audit steps adopted in light of any material control deficiencies;

     (b)   reviewing and discussing  with management and  the external  auditors
           the  Corporation's annual  audited consolidated  financial statements
           and its interim unaudited consolidated financial statements;

     (c)   receiving and reviewing an annual  report from the external  auditors
           describing all critical accounting policies and practices used by the
           Corporation,   all  material  alternative  accounting  treatments  of
           financial information within GAAP discussed with management and other
           material written  communications between  the external  auditors  and
           management;

     (d)   reviewing  the interim quarterly and annual financial information and
           annual and interim press  releases prior to  the release of  earnings
           information;

     (e)   responsibility   for   the   selection,   nomination,   compensation,
           retention, termination  and oversight  of the  work of  the  external
           auditor  engaged  for  audit,  review  and  attest  services  and for
           recommending to the Board the  external auditors to be nominated  for
           approval by the shareholders;

     (f)   pre-approval  of  all  audit  engagements and  the  provision  by the
           external auditors of all non-audit services, including fees and terms
           for all audit engagements and non-audit services, including authority
           to establish the  types of non-audit  services the external  auditors
           shall   not  be  permitted  to  provide   and  the  types  of  audit,
           audit-related and non-audit  services for which  the Audit  Committee
           may retain the external auditors;

     (g)   assessing  and  reporting  to  the  Board  on  the  independence  and
           performance of the external auditors;

     (h)   overseeing management's design and implementation of and reporting on
           internal controls, including receiving  reports from management,  the
           internal  auditors  and  the  external auditors  with  regard  to the
           reliability and effective operation  of the Corporation's  accounting
           system and internal controls;

     (i)   reviewing  the  activities,  organization and  qualifications  of the
           internal  auditors,  including   the  responsibilities,  budget   and
           staffing of the internal audit function;

     (j)   reviewing,   prior  to   finalization,  periodic   public  disclosure
           documents containing  financial information,  including  Management's
           Discussion and Analysis (MD&A) and Annual Information Form (AIF);

     (k)   reviewing  with  the Corporation's  General Counsel  legal compliance
           matters, significant litigation and other legal matters;

     (l)   establishing procedures and policies  for the receipt, retention  and
           treatment   of  complaints  received  by  the  Corporation  regarding
           accounting, internal accounting controls or auditing matters and  the
           confidential, anonymous submission by employees of the Corporation of
           concerns regarding questionable accounting or auditing matters;

     (m)  preparing   and  reviewing  with  the   Board  an  annual  performance
          evaluation of the Audit Committee; and

     (n)   reviewing and assessing the adequacy  of the Audit Committee  Charter
           on an annual basis.

     The  Audit  Committee  meets  periodically and  separately  with  the Chief
Financial Officer, the internal auditor,  the external auditors and the  General
Counsel  of the  Corporation in private  sessions. The  external auditors report
directly to the Audit Committee. The Audit Committee has the authority to engage
and establish, at  the expense  of the Corporation,  outside advisors  including
experts  in particular areas  of accounting, legal counsel  and other experts or
consultants as it determines necessary to carry out its duties, without  seeking
approval  of the Board or  management. The Audit Committee  has the authority to
conduct any investigation appropriate to fulfilling its responsibilities and has

                                        36
<PAGE>

direct access to the external  auditors, internal auditors, the general  counsel
and other officers and employees of the Corporation.

     The Audit Committee met six times in 2003. Its members in 2003 were Messrs.
Besse,  Emerson, Mikalachki, Peterson, Stewart, Wansbrough and Wilson. Mr. Besse
is the Chairman of the Audit Committee.

COMPENSATION COMMITTEE

     The  Compensation  Committee  is   currently  composed  of  seven   outside
non-management directors, all of whom are directors independent of and unrelated
to  the  Corporation.(15)  The Compensation  Committee  approves,  amongst other
matters, the  compensation  of  senior  executives  and  other  employees  above
specified  remuneration  levels  and reviews  and  recommends to  the  Board for
approval the  Corporation's executive  compensation policies.  The  Compensation
Committee  also  reviews the  design  and competitiveness  of  the Corporation's
compensation and benefit programmes  generally and the Corporation's  management
development and succession planning for its senior executives.

     The Compensation Committee met four times in 2003. Its members in 2003 were
Messrs.  Besse, Emerson,  Gnat, Godsoe, Hull,  Korthals, Schleyer  and Tory. Mr.
Godsoe was appointed  to the  Committee on  October 23,  2003. Mr.  Hull is  the
Chairman of the Compensation Committee.

PENSION COMMITTEE

     The  Pension  Committee,  composed  of  one director  who  is  a  member of
management and four independent and unrelated directors(16), is responsible  for
the administration of the Corporation's pension plans and reviews the provisions
of the pension plan and the investment performance of the pension plan.

     The  Pension Committee met four times in 2003. Its members in 2003 were Ms.
Melinda Rogers and Messrs. Besse, Gnat, Korthals and Wansbrough. Ms. Rogers  was
appointed  to the Committee on October 23,  2003. Mr. Wansbrough is the Chairman
of the Pension Committee.

EXECUTIVE COMMITTEE

     The Executive Committee  is composed  of six  directors, four  of whom  are
independent  of  and  unrelated to  the  Corporation.  It includes  a  member of
management, Edward S. Rogers,  and an executive officer  of a subsidiary of  the
Corporation,  Edward  Rogers.(17)  Subject to  the  Corporation's  Articles, the
Executive Committee has delegated to it all of the powers that may be  delegated
to  an Executive Committee under the  Corporation's governing statute, being the
BCA.

     The Executive  Committee met  six times  in 2003  during intervals  between
regularly  scheduled  meetings  of the  Board,  the principal  purposes  of such
meetings being  to  approve  the definitive  terms  of  transactions  previously
approved  by the Board and to implement policy initiatives adopted by the Board.
Its members were Messrs.  Emerson, Hull, Edward S.  Rogers, Edward Rogers,  Tory
and Wansbrough. Mr. Emerson is the Chairman of the Executive Committee.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

     The  Nominating and Corporate Governance Committee is currently composed of
directors who are  independent of  and unrelated  to the  Corporation. Until  he
resigned  from  the  Committee  on  March 9,  2004  it  included  one  member of
management, Edward S. Rogers, the controlling shareholder and the President  and
Chief Executive Officer of the Corporation.(18) It is responsible for developing
the  Corporation's approach to  corporate governance issues.  The Nominating and
Corporate  Committee  makes  recommendations  to  the  Board  with  respect   to
developments  in the areas of corporate  governance and the Corporate Governance
Practices of the Board, including the  methods and processes by which the  Board
fulfils its duties. Such corporate governance issues include:

     (a)   developing, recommending to the Board and reviewing from time to time
           the  Corporate Governance Practices of the Corporation, including the
           Board Charter and the Code of Conduct and Ethics;(19)

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

15  TSX Guidelines No. 9 and No. 11.

16  TSX Guideline No. 9.

17  TSX Guideline No. 9.

18  TSX Guidelines No. 4 and No. 9.

19  TSX Guideline No. 10.
                                        37
<PAGE>

     (b)   recommending the number and content  of meetings and the annual  work
           plan  and schedule of  issues for the consideration  of the Board and
           its committees;

     (c)   reviewing the size and  composition of the  Board and its  committees
           and  the board of  directors and the  committees of the Corporation's
           affiliates;(20)

     (d)   establishing  selection  criteria  for  members  of  the  Board   and
           identifying prospective new members of the Board;(21)

     (e)   reporting  to the Board with respect to  the adequacy and form of the
           compensation of directors;(22)

     (f)   recommending appropriate candidates  for nomination  for election  to
           the  Board  and  to  the boards  of  directors  of  the Corporation's
           affiliates;(23)

     (g)   providing an orientation program for new directors;(24)

     (h)   evaluating, on an  annual basis, the  performance of the  Board as  a
           whole,  its  committees  and  the  contribution  of  each  individual
           director;(25)

     (i)   reviewing the mandates of the committees of the Board; and

     (j)   monitoring the policies of the Corporation regarding senior  officers
           accepting  directorships  with  non-affiliated  corporations, minimum
           common share ownership for non-management directors, insider  trading
           and   disclosure   and  restricted   use  of   confidential  material
           information.

     The Nominating and  Corporate Governance Committee  also oversees a  system
that  enables an individual director to engage an outside advisor at the expense
of the Corporation in appropriate circumstances.(26)

     The Nominating  and Corporate  Governance Committee  held two  meetings  in
2003. Its members in 2003 were Messrs. Emerson, Gnat, Hull, Edward S. Rogers and
Tory.  Mr. Emerson  is the Chairman  of the Nominating  and Corporate Governance
Committee.

TECHNOLOGY COMMITTEE

     The Board has approved the Corporation's participation in the membership of
the intercompany Technology  Committee composed  of directors from  each of  the
Corporation,  Rogers Wireless Communications Inc.,  Rogers Cable Inc. and Rogers
Media Inc.

     The major responsibilities  of the Technology  Committee include  reviewing
and reporting to the Board and the boards of the other corporate participants on
the major issues and processes regarding:

     (a)   the   acquisition  of  technology  assets,  including  equipment  and
           software applications (both engineering and information technology);

     (b)   evolving  developments  in  technology  affecting  the  Corporation's
           businesses;

     (c)   developing  management  presentations  to  the  Board  on  technology
           issues;

     (d)   assisting  the  Board   in  the  evaluation   of  the  efficacy   and
           implications   of  technology  issues  of  major  proposed  strategic
           alliances and investments, licensing  agreements and joint  ventures;
           and

     (e)   reviewing corporate strategy on technology issues.

     To assist the Technology Committee in performing its mandate, the Committee
may consult with and engage outside experts and professional advisors.

     The  Technology Committee held three meetings and tutorial sessions for all
directors of the  Corporation and its  operating subsidiaries in  2003 at  which
presentations were made on various technology issues affecting the Corporation.

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

20  TSX Guideline No. 7.

21  TSX Guideline No. 4.

22  TSX Guideline No. 8.

23  TSX Guideline No. 4.

24  TSX Guideline No. 6.

25  TSX Guideline No. 5.

26  TSX Guideline No. 14.
                                        38
<PAGE>

     Members  of the  Technology Committee in  2003 from the  Board were Messrs.
Emerson, Korthals,  Edward S.  Rogers,  Edward Rogers  and Schleyer.  The  other
members  of the Technology Committee were Messrs. Lewis Chakrin, James Grant and
Jordan Roderick (representing Rogers Wireless Communications Inc.), James  Fleck
(representing  Rogers Media Inc.) and  John MacDonald (representing Rogers Cable
Inc.). The Chairman  of the Technology  Committee is James  Grant, an  unrelated
director of Rogers Wireless Communications Inc.

FINANCE COMMITTEE

     The  Finance Committee  is composed  of seven  directors, of  whom five are
independent of  and  unrelated to  the  Corporation,(27) consisting  of  Messrs.
Emerson, Godsoe, Hull, Edward S. Rogers, Edward Rogers, Tory and Wansbrough. Mr.
Godsoe was appointed to the Committee on October 23, 2003. Mr. Edward S. Rogers,
the controlling shareholder and the President and Chief Executive Officer of the
Corporation, is the Chairman of the Finance Committee. The Finance Committee met
three times in 2003.

     Without  derogating from  the rights  and duties  of the  Board, it  is the
responsibility of the Finance Committee to review and report to the Board or any
other committee of the Board on certain matters prior to their submission to the
Board or to  any other  committee of  the Board or  the filing  of any  document
required  to  implement  any such  matter  with any  governmental  or regulatory
authority, including:

     (a)   financings, including the issue of shares;

     (b)   non-budgeted transactions  outside the  ordinary course  of  business
           involving more than $30 million;

     (c)   alliance,   branding,   license,   partnership   and   joint  venture
           arrangements involving more than $30 million; and

     (d)   the grant  or assumption  of any  right of  first negotiation,  first
           offer  or first refusal or the grant or assumption or issuance of any
           non-competition covenant  or exclusivity  undertaking, in  each  case
           which  involves property, assets or revenues in excess of $30 million
           in the aggregate.

     The  Finance  Committee  is  also  responsible  to  review  candidates  for
appointment  as the Chief Financial Officer and  Chair of the Audit Committee of
the Corporation and its subsidiaries.

DECISIONS REQUIRING BOARD APPROVAL

     In addition to those matters that are  reviewed by the Board which must  be
approved  by  the Board  under its  Corporate Governance  Practices and  by law,
management  is  also  required  to  seek  Board  approval  for  any   unbudgeted
expenditure in excess of $5 million that has not been previously approved by the
Board  as part  of the Corporation's  operating plans and  capital and operating
budgets. Management is also  required to obtain  Board approval before  entering
into  any  major  strategic  initiative  or any  venture  which  is  outside the
Corporation's existing businesses.(28) These matters  are included in "Role  and
Responsibilities of the Board" in the Board Charter.

BOARD AND DIRECTOR PERFORMANCE

     As noted earlier, the Nominating and Corporate Governance Committee has the
mandate  to recommend to the Board nominees  for election as Board directors and
for evaluating the performance of the Board  as a whole, its committees and  the
contributions of each director. In fulfilling this responsibility, the Committee
periodically  uses written questionnaires to solicit comment and evaluation from
directors individually on the Board's performance and effectiveness and to  seek
recommendations  for areas of improvement of  Board practices and processes. The
Chairman of the Board also engages in discussions with the members of the  Board
individually   to  review  Board  and  director  areas  of  interest,  including
assessments of the effectiveness and performance of the Board. The Chairman also
discusses directly with  each chairperson  of the  committees of  the Board  the
mandate  and functioning of the committees  and reviews the recommendations from
committee chairpersons with  the Nominating and  Corporate Governance  Committee
concerning the operation of the Board committees, including assessments of their
respective effectiveness and performance.

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

27  TSX Guideline No. 9.

28  TSX Guideline No. 11.
                                        39
<PAGE>

INVESTOR FEEDBACK

     The  Corporation maintains an Investor  Relations department that the Board
believes is important and  highly effective. Every  investor inquiry receives  a
prompt response from the Investor Relations department or an appropriate officer
of the Corporation.

BOARD'S EXPECTATIONS OF MANAGEMENT

     The  quality and completeness  of information which  management provides to
the Board is  critical to the  proper functioning of  the Board. Directors  must
have  confidence  in the  data gathering,  analysis  and reporting  functions of
management.  The  Chairman  of  the  Board  and  the  Nominating  and  Corporate
Governance  Committee  of the  Board monitor  the nature  and timeliness  of the
information requested of  and provided by  management to the  Board so that  the
Board  is able to  determine if the  Board can be  more effective in identifying
problems and opportunities for the Corporation.

     The Chief Executive Officer has provided a detailed job description for the
office of the Chief Executive which specifically outlines his  responsibilities.
This  job description has been approved by the Compensation Committee. The Chief
Executive Officer's written objectives for the current year will be reviewed and
approved by the Compensation Committee.(29)

                 INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

     During the fiscal year ended December 31, 2003, other than as disclosed  in
this  Information  Circular, in  the  consolidated financial  statements  of the
Corporation for the fiscal  year ended December 31,  2003 and the notes  thereto
and   Management's  Discussion  and  Analysis  of  the  Corporation's  financial
condition and results  of operation for  the year ended  December 31, 2003,  the
Corporation  is  not  aware of  any  material  interest of  any  insider  of the
Corporation, or  any  proposed  nominee  for  election  as  a  director  of  the
Corporation,  or any associate or affiliate of such insider or proposed nominee,
in any transaction or in any proposed transaction which has materially  affected
or would materially affect the Corporation or any of its subsidiaries.

                              MANAGEMENT CONTRACTS

     Other  than as disclosed in this  Information Circular, in the consolidated
financial statements of the Corporation for  the fiscal year ended December  31,
2003  and  the notes  thereto and  Management's Discussion  and Analysis  of the
Corporation's financial condition and  results of operation  for the year  ended
December  31, 2003,  there are  no agreements  or arrangements  where management
functions of the Corporation or any subsidiary were, to any substantial  degree,
performed  by a person or company other than the directors or senior officers of
the Corporation or subsidiary.

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

29   TSX Guideline No. 11.
                                        40
<PAGE>

                                    GENERAL

     COPIES OF THE CORPORATION'S MOST  RECENT ANNUAL INFORMATION FORM  (TOGETHER
WITH   THE  DOCUMENTS  INCORPORATED  THEREIN  BY  REFERENCE),  THE  CONSOLIDATED
FINANCIAL STATEMENTS OF  THE CORPORATION FOR  THE YEAR ENDED  DECEMBER 31,  2003
TOGETHER WITH THE REPORT OF THE AUDITORS THEREON AND MANAGEMENT'S DISCUSSION AND
ANALYSIS  OF THE CORPORATION'S FINANCIAL CONDITION  AND RESULTS OF OPERATION FOR
THE YEAR ENDED DECEMBER 31, 2003 ARE AVAILABLE UPON REQUEST FROM MR. BRUCE MANN,
VICE PRESIDENT, INVESTOR RELATIONS, ROGERS COMMUNICATIONS INC., 333 BLOOR STREET
EAST, TORONTO, ONTARIO, M4W 1G9 (TELEPHONE: (416) 935-3532). THIS INFORMATION IS
ALSO AVAILABLE AT WWW.ROGERS.COM.

     Information contained  herein  is  given  as  of  April  19,  2004,  unless
otherwise  noted. The contents and the sending of this Information Circular have
been approved by the board of directors of the Corporation.

     DATED this 21st day of April, 2004.

                                         BY ORDER OF THE BOARD OF DIRECTORS

                                         DAVID P. MILLER, Secretary

                                        41
<PAGE>

                                   EXHIBIT A

             SPECIAL RESOLUTION TO ALTER THE NOTICE OF ARTICLES TO
 REMOVE THE APPLICATION OF THE PRE-EXISTING COMPANY PROVISIONS AND TO ELIMINATE
 CERTAIN SERIES OF PREFERRED SHARES; AND TO DELETE THE EXISTING ARTICLES OF THE
              CORPORATION AND SUBSTITUTE NEW ARTICLES THEREFOR(1)
                                      AND
    SPECIAL SEPARATE RESOLUTION OF THE HOLDERS OF THE CLASS A VOTING SHARES
                         CONSENTING TO CERTAIN CHANGES

RESOLVED as a special resolution that:

     (a)  the  Notice   of  Articles   of   Rogers  Communications   Inc.   (the
          "Corporation")   be  altered   to  remove   the  application   of  the
          Pre-existing Company  Provisions, being  those provisions  set out  in
          Table 3 of the Regulation under the Business Corporations Act;

     (b)  the  Notice  of  Articles of  the  Corporation be  further  altered to
          eliminate all series of Preferred Shares except Series XXVII Preferred
          Shares, Series XXX Preferred Shares and Series XXXI Preferred Shares;

     (c)  the existing Articles of  the Corporation be  altered by deleting  and
          cancelling them in their entirety and adopting the Articles as set out
          in the attached Schedule A in substitution therefor;

     (d)  any  one director  or officer, or  any lawyer for  the Corporation, is
          authorized to complete,  execute and  file a Notice  of Alteration  to
          effect  the  alterations  of  the  Corporation's  Notice  of  Articles
          described in paragraph (a) of this resolution;

     (e)  after paragraph (d) of  this resolution has  been complied with,  this
          resolution (including the Articles set out in the attached Schedule A)
          shall forthwith be deposited at the Corporation's records office;

     (f)  after paragraph (e) of this resolution has been complied with, any one
          director  or officer, or any lawyer for the Corporation, is authorized
          to complete, execute  and file one  or more Notices  of Alteration  to
          effect  the alterations described in  paragraph (b) of this resolution
          and to alter the Corporation's Notice of Articles, in accordance  with
          section  257 of the Business Corporations  Act, as required by section
          259 of  the  said Act,  to  reflect  the alteration,  referred  to  in
          paragraph (h) of this resolution, being made to certain of the special
          rights  or restrictions attached to  certain shares of the Corporation
          in the Articles of the Corporation;

     (g)  the alteration to the Corporation's Articles referred to in  paragraph
          (c)  of this  resolution shall  take effect on  the date  and time the
          Notice of Alteration referred to in paragraph (h) is filed; and

     (h)  since the alteration of the  Articles of the Corporation provided  for
          in  paragraph (c)  of this  resolution alters  certain of  the special
          rights or restrictions attached to certain shares of the  Corporation,
          that alteration of the special rights and restrictions, as required by
          section  259(4) of the Business Corporations Act, does not take effect
          until the Notice of Articles is  altered by a Notice of Alteration  to
          reflect that alteration to the Articles.

AND  RESOLVED, as a special separate resolution, that the holders of the Class A
Voting shares of  the Corporation  consent to the  reduction (the  "Reduction"),
from 3/4 to 2/3 of the votes cast, in the number of votes required to be cast in
favour  of  a special  separate  resolution in  order  to pass  such resolution;
provided that,  if  the  holders  of  the  Class  B  Non-Voting  shares  of  the
Corporation  have  not yet,  by special  separate  resolution, consented  to the
Reduction, the foregoing  consent of the  holders of the  Class A Voting  shares
shall not be effective until the holders of the Class B Non-Voting shares of the
Corporation have so consented, by special separate resolution.

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

1   Prior  to the  above resolutions  being moved at  the Class  A Meetings, the
    Class B Non-Voting  shareholders will be  asked to pass  a special  separate
    resolution consenting to the reduction in the number of votes required to be
    cast in favour of a special separate resolution, to 2/3 of the votes cast in
    order  to pass such  resolution. If such special  separate resolution is not
    passed by the requisite  majority of 3/4  of the votes cast  by the Class  B
    Non-Voting  shareholders,  then in  Schedule  A, paragraph  (a)(iii)  of the
    definition of "special separate resolution" in Article 1.1, the figure "3/4"
    shall be substituted for the figure "2/3".
                                       A-1
<PAGE>

                                   SCHEDULE A

                          PROVINCE OF BRITISH COLUMBIA

                           BUSINESS CORPORATIONS ACT

                                    ARTICLES
                                       OF
                           ROGERS COMMUNICATIONS INC.
                        INCORPORATION NUMBER BC 0425233

                                   SECTION 1
                                 INTERPRETATION

1.1  Definitions -- In these Articles unless the context otherwise requires:

     "Act" or "Business Corporations Act" means the Business Corporations Act of
     the Province of British  Columbia (or any statute  that may be  substituted
     therefor)  and the regulations  thereunder, as such  statute or regulations
     may from time  to time  be amended,  and any reference  to the  Act or  the
     Business   Corporations  Act   includes  the   regulations  thereunder,  as
     applicable.

     "Board" and "the Directors" or "the directors" mean the board of  directors
     for  the time  being of  the Corporation and  include a  committee or other
     delegate, direct or indirect, of the board of directors.

     "class" when used  with respect  to shares  of the  Corporation, means  any
     class  of shares of the Corporation from time to time and any series of any
     class of shares of the Corporation issuable in series.

     "Class A share" has the meaning attributed thereto in Section 26 hereof.

     "Class B share" has the meaning attributed thereto in Section 26 hereof.

     "Company"  or  "Corporation"  means  Rogers  Communications  Inc.  or   any
     successor by amalgamation or otherwise.

     "general  meetings" includes,  without limitation,  annual general meetings
     and special  general  meetings  and  other  meetings  that  under  the  Act
     constitute general meetings.

     "prescribed"   means  prescribed   under  or   pursuant  to   the  Business
     Corporations Act.

     "record" includes books, documents,  maps, drawings, photographs,  letters,
     vouchers,  papers and any  other thing on which  information is recorded or
     stored by any means whether graphic, electronic, mechanical or otherwise.

     "recorded address" means

     (a)   in the case of a shareholder,  the shareholder's address as shown  in
           the  Corporation's  central  securities  register  or,  prior  to the
           Corporation complying with s. 436(1)(c)  of the Act, the register  of
           members maintained by the Corporation under the Company Act, 1996;

     (b)   in  the  case of  joint shareholders,  the  address appearing  in the
           Corporation's central securities register or register of members,  as
           applicable,  in respect of such joint holding or the first address so
           appearing if there are more than one;

     (c)   in the case of a Director, officer, auditor or member of a  committee
           of  the Board,  the person's  prescribed address  as recorded  in the
           records kept by the Corporation or the corporate register; and

     (d)   in any case, the fax number, e-mail address or other address provided
           by the recipient for the sending of a particular record or records of
           a particular class.

     "registered owner",  "registered holder"  or "shareholder"  when used  with
     respect  to a  share in the  authorized share structure  of the Corporation
     means the person registered in the  securities register in respect of  such
     share.

     "signing  officer"  means,  in  relation  to  any  instrument,  any  person
     authorized to sign the same on behalf of the Corporation by Article 2.4  or
     by a resolution passed pursuant thereto.

     "special  majority" means, in  order for the Corporation  to pass a special
     resolution at a  general meeting, at  least 2/3  of the votes  cast on  the
     resolution.

                                       A-2
<PAGE>

     "special separate resolution" means

     (a)   a  resolution passed at  a class meeting or  series meeting under the
           following circumstances:

        (i)   notice of  the meeting  specifying the  intention to  propose  the
              resolution  as  a  special  separate  resolution  is  sent  to all
              shareholders holding shares of that  class or series of shares  at
              least 21 days before the meeting;

        (ii)   the  majority of the votes cast  by shareholders voting shares of
               the  class  or  series  of  shares  is  cast  in  favour  of  the
               resolution;

        (iii)  the   majority  of  votes  cast   in  favour  of  the  resolution
               constitutes at least 2/3 of the votes cast on the resolution, or

     (b)   a resolution passed by  being consented to in  writing by all of  the
           shareholders  holding  shares of  the applicable  class or  series of
           shares.

     Expressions   referring   to   writing   include   printing,   lithography,
typewriting,   photography,  facsimile,  Internet,   e-mail,  CD-ROM,  diskette,
electronic and other modes of representing or reproducing words.

     Words importing  the singular  number include  the plural  and vice  versa;
words  importing gender include the masculine,  feminine and neuter genders; and
words importing  persons include  individuals, bodies  corporate,  partnerships,
trusts and unincorporated organizations.

1.2   The meaning of  any words or phrases  defined in the Business Corporations
Act shall,  if not  inconsistent with  the  subject or  context, bear  the  same
meaning in these Articles.

1.3    Except  as otherwise  provided  herein, the  Interpretation  Act (British
Columbia)  shall  apply,  mutatis  mutandis,  to  the  interpretation  of  these
Articles, as if these Articles were an enactment.

1.4    To the  extent that  there is  a  conflict between  a provision  of these
Articles and a provision of the Act, the provision of the Act will prevail,  but
only to the extent necessary to cure the conflict.

1.5   If a provision of  these Articles is in whole  or in part void, illegal or
invalid, the remaining provisions will be construed and take effect as if  every
provision or part thereof that so offends had been omitted.

                                   SECTION 2.
                          BUSINESS OF THE CORPORATION

2.1   Registered Office --  The registered office and  the records office of the
Corporation shall  be situated  at  such location  in  the Province  of  British
Columbia as the Board may from time to time determine.

2.2    Corporate Seal  -- The  Directors may  provide  a seal  or seals  for the
Corporation and, if they do so, shall provide for the safe custody of the seals.

2.3  Financial Year  -- Until changed  by the Board, the  financial year of  the
Corporation shall end on the 31st day of December in each year.

2.4   Execution of Instruments --  Deeds, transfers, assignments, bills of sale,
contracts, obligations,  certificates and  other instruments  may be  signed  on
behalf  of the  Corporation by  any two  Directors or  officers or  any Director
together with any officer. In addition, the  Board may from time to time  direct
the  manner in which and the person or persons by whom any particular instrument
or class of instruments may  or shall be signed.  Any signing officer may  affix
the corporate seal to any instrument requiring the same.

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

2.6    Voting  Rights in  Other  Corporations  -- The  signing  officers  of the
Corporation may, except as otherwise specified by the Board, execute and deliver
proxies and arrange for the issuance of voting certificates or other evidence of
the right to exercise the voting rights attaching to any securities held by  the
Corporation. Such instruments, certificates or other evidence shall be in favour
of  such person or persons  as may be determined  by the officers executing such
proxies or  arranging for  the issuance  of voting  certificates or  such  other
evidence of the right to exercise

                                       A-3
<PAGE>

such  voting rights.  In addition, the  Board may  from time to  time direct the
manner in which and the person or person by whom any particular voting rights or
class of voting rights may or shall be exercised.

2.7  Information Available to  Shareholders -- The Board  may from time to  time
determine  whether,  to what  extent,  at what  time  and place  and  under what
conditions or regulations the accounts, records and documents of the Corporation
or any  of  them  shall be  open  to  the inspection  of  shareholders,  and  no
shareholder  shall have any right to inspect  any account, record or document of
the Corporation except as conferred by the Act or authorized by the Board.

                                   SECTION 3.
                                   DIRECTORS

3.1   Number  of Directors  and  Quorum --  The  number of  Directors  shall  be
determined  from time to time by the Board, but shall not be fewer than nine (9)
and not more than twenty-five (25). The quorum necessary for the transaction  of
business at any meeting of the Board shall be six Directors.

3.2   Qualifications  -- No  person shall  be qualified  to become  or act  as a
Director if that person  is under the age  of 18 years, is  found by a court  in
Canada or elsewhere to be incapable of managing the person's own affairs, is not
an  individual, is an undischarged bankrupt  or is convicted of certain offences
specified in the Act and has not  ceased to be disqualified in relation  thereto
under the Act.

3.3   Election  and Term --  Directors shall  be elected at  each annual general
meeting by the shareholders  entitled to vote thereat  to hold office until  the
next  annual general meeting of shareholders.  At each annual general meeting of
shareholders, all  of  the  Directors  then  in  office  shall  retire  but,  if
qualified,  shall be  eligible for  re-election. The  number of  Directors to be
elected at any such meeting shall be the number of Directors for the time  being
fixed by the Board pursuant to these Articles. If the number of eligible persons
nominated  for election  as Directors  is equal  to or  less than  the number of
Directors to be elected  no vote will  be required and  those nominated will  be
deemed elected by acclamation.

3.4    Removal  of  Directors --  Subject  to  the provisions  of  the  Act, the
shareholders may by ordinary resolution remove any Director from office and  the
vacancy  created by such removal may be filled at the same meeting failing which
it may be filled by the Directors.

3.5  Vacation of Office -- A  Director ceases to hold office when: the  Director
dies;  the  Director is  removed  from office  by  the shareholders  by ordinary
resolution; the Director ceases to be qualified  to act as a Director; the  term
of  office  of  the  Director expires;  the  Director's  written  resignation is
provided to the Corporation or  to a lawyer for the  Corporation, or if a  date,
time  or event is specified  in such resignation, on the  date, time or event so
specified, whichever is  later; or the  Director is convicted  of an  indictable
offence and the other Directors shall have resolved to remove the Director.

3.6   Vacancies --  The Directors may fill  a vacancy in  the Board, including a
vacancy resulting from an increase in the number of Directors or from a  failure
of the shareholders to elect the number of Directors for the time being fixed by
the Board pursuant to these Articles.

3.7   Additional Directors -- In addition to any other power of the Directors to
appoint Directors or fill vacancies, between successive annual general  meetings
the  Directors shall have the power to  appoint one or more additional Directors
but not  more than  one-third of  the  number of  current Directors  elected  or
appointed as Directors other than pursuant to this Article 3.7. Furthermore, the
directors  shall not  exercise this  power to  appoint additional  directors if,
after giving effect to such appointment, the number of directors then in  office
would exceed the maximum number of directors permitted by Article 3.1.

3.8   Action by the Board -- The  Board must manage, or supervise the management
of, the business  and affairs of  the Corporation. Subject  to Article 3.9,  the
powers  of the Board may be exercised by resolution passed at a meeting at which
a quorum  is present.  Where there  is a  vacancy in  the Board,  the  remaining
Directors  may exercise all the powers of the  Board so long as a quorum remains
in office.

3.9  Meetings by Telephonic or Electronic Facility -- A Director may participate
in a  meeting of  the  Board or  of  a committee  of the  Board  by means  of  a
telephonic,   electronic  or  other  communication  facility  if  all  Directors
participating in the  meeting are  able to communicate  with each  other, and  a
Director  participating in such a meeting by  such means is deemed to be present
at the meeting and shall  be counted in the quorum  therefor and be entitled  to
speak and vote thereat.

                                       A-4
<PAGE>

3.10   Place of Meetings -- Meetings of the Board may be held at any place in or
outside Canada.

3.11  Calling of Meetings  -- Meetings of the Board  shall be held from time  to
time and at such time at such place as the Board, the Chairman of the Board, any
Vice  Chairman  or  Deputy Chairman  of  the  Board, the  President  or  any two
Directors may determine.

3.12  Notice of Meetings -- Notice of the time and place of each meeting of  the
Board  shall be received by each Director not less than 48 hours before the time
of the meeting  in the manner  provided in Section  11. A notice  of meeting  of
Directors  need not specify the  purpose of or the  business to be transacted at
the meeting  except  where the  Act  requires such  purpose  or business  to  be
specified.  A Director may in any manner waive notice of or otherwise consent to
a meeting of the Board. Attendance of a Director at a meeting of the Board is  a
waiver  of notice of the meeting, except  where a Director attends a meeting for
the express  purpose of  objecting to  the transaction  of any  business on  the
grounds that the meeting is not lawfully called.

3.13   First Meeting of New Board --  Provided a quorum of Directors is present,
each newly elected Board may without  notice hold its first meeting  immediately
following the meeting of shareholders at which such Board is elected.

3.14   Adjourned Meeting --  Notice of an adjourned meeting  of the Board is not
required if the  time and place  of the  adjourned meeting is  announced at  the
original meeting.

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

3.16   Chairman -- The chairman  of any meeting of the  Board shall be the first
mentioned of such of the following officers as have been appointed and who is  a
Director  and is present at the meeting: Chairman of the Board, Vice Chairman of
the Board, Deputy Chairman  of the Board, President  or a Vice-President. If  no
such  person is present, the Directors present  shall choose one of their number
to be chairman.

3.17  Votes to Govern -- At all meetings of the Board (and of committees of  the
Board)  every question shall be  decided by a majority of  the votes cast on the
question. In case of an equality of votes, the chairman of the meeting shall  be
entitled to a second or casting vote.

3.18   Conflict of Interest  -- A Director or senior  officer who has a material
interest in, or who is a director or senior officer of or is acting in a similar
capacity for,  or has  a  material interest  in, a  person  who has  a  material
interest  in, a material contract or  material transaction, whether entered into
or proposed, with, the Corporation shall  disclose the nature and extent of  his
or  her  interest where  required by  the Act,  at  the time  and in  the manner
provided by the Act. Any such contract  or transaction shall be referred to  the
Board  or the shareholders for approval even if such contract is one that in the
ordinary course of the Corporation's business would not require approval by  the
Board  or the shareholders, and a Director  interested in a contract so referred
to the Board  shall not vote  on any resolution  to approve the  same except  as
provided  by  the Act.  A Director  or senior  officer who  holds any  office or
possesses any  property,  right  or  interest that  could  result,  directly  or
indirectly, in the creation of a duty or interest that materially conflicts with
that  individual's  duty or  interest as  a  Director or  senior officer  of the
Corporation must disclose the nature and  extent of the conflict where  required
by the Act and in accordance with the Act.

3.19   Remuneration  and Expenses --  Each of  the Directors shall  be paid such
remuneration for such  Director's services as  the Board may  from time to  time
determine.  The Directors shall also be  entitled to be reimbursed for traveling
and other expenses properly incurred by them in attending meetings of the  Board
or  any committee thereof. Nothing herein  contained shall preclude any Director
from serving the Corporation  in any other  capacity and receiving  remuneration
therefor.  The Directors  on behalf  of the  Corporation may  pay a  gratuity or
pension or allowance on retirement to  any Director or to the Director's  spouse
or  dependants and may make  contributions to any fund  and pay premiums for the
purchase or provision of any such  gratuity, pension or allowance. This  Article
shall  be sufficient authority for the  Directors to pass resolutions rescinding
or amending their remuneration as Directors  and as members of any committee  of
the  Board and no further Article and  no confirmation of any such resolution by
the shareholders shall be necessary to the validity of such resolution or of any
payment made pursuant thereto.

3.20  Resolutions of the Board -- A resolution consented to in writing,  whether
by  document, telegram, facsimile, e-mail or  any method of transmitting legibly
recorded messages  or other  means, by  all of  the Directors  entitled to  vote

                                       A-5
<PAGE>

on  the resolution shall be as valid and effectual as if it had been passed at a
meeting of the Board duly called and held. Such resolution may be in two or more
counterparts which  together shall  be deemed  to constitute  one resolution  in
writing.  Such resolution shall be filed with  the minutes of the proceedings of
the Directors and shall be effective on the date stated thereon or on the latest
date stated on any counterpart.

3.21  Director may be Officer or Contractor -- A Director may hold any office or
place of profit with the  Corporation (other than the  office of auditor of  the
Corporation)  in conjunction  with the  Director's office  of Director  for such
period and on such terms (as to remuneration or otherwise) as the Directors  may
determine  and no Director or intended Director shall be disqualified by holding
the office of Director from contracting with the Corporation with regard to  the
Director's  tenure of  any such other  office or  place of profit  or as vendor,
purchaser or otherwise, and,  subject to compliance with  the provisions of  the
Business  Corporations Act,  no contract  or transaction  entered into  by or on
behalf of the Corporation in which a Director is in any way interested shall  be
liable to be voided by reason thereof.

3.22   Professional Capacity -- Subject to compliance with the provisions of the
Business Corporations  Act, a  Director and  the Director's  firm may  act in  a
professional capacity for the Corporation (except as auditor of the Corporation)
and  the Director and the Director's firm  shall be entitled to remuneration for
professional services without  regard to the  Director being a  Director of  the
Corporation.

3.23   Interest in Other Entity -- A Director or senior officer may be or become
a director or  other officer  or employee of,  or otherwise  interested in,  any
corporation  or firm in which the Corporation may be interested as a shareholder
or otherwise, and,  subject to compliance  with the provisions  of the  Business
Corporations  Act, such Director  or senior officer shall  not be accountable to
the Corporation for any remuneration or other benefits received by the  Director
or  senior officer as director, officer or  employee of, or from the Director or
senior officer's interest in, such other corporation or firm.

                                   SECTION 4.
                                   COMMITTEES

4.1  Committees of Directors  -- The Board may appoint  from its members one  or
more   committees  of  Directors,  however  designated,  and  delegate  to  such
committees any of the powers of the Board except the power to fill vacancies  in
the  Board, the  power to  change the  membership of,  or fill  vacancies in any
committee and such other powers as  may be specified. The powers and  procedures
of  any committee thus constituted and  the composition thereof shall be subject
to such limitations, revocations and other changes as the Board may specify from
time to time before or after the creation of the committee.

4.2  Procedure -- Unless otherwise determined by the Board, each committee shall
have the power to fix its quorum at not less than a majority of its members,  to
elect its chairman and to regulate its procedure.

4.3   Transaction of Business  -- Subject to the  provisions of Article 3.9, the
powers of a  committee of Directors  may be exercised  by a meeting  at which  a
quorum of the committee is present or by resolution in writing signed by all the
members  of  such  committee  who  would have  been  entitled  to  vote  on that
resolution at a meeting of the committee. Meetings of such committee may be held
at any place in or outside Canada.

4.4  Executive Committee -- Without limiting the generality of Article 4.1,  the
Directors  may by resolution  appoint an Executive Committee  to consist of such
member or members of their body as  they think fit, which Committee shall  have,
and may exercise during the intervals between the meetings of the Board, all the
powers  vested in the Board except the power to fill vacancies in the Board, the
power to change the membership of, or  fill vacancies in, said Committee or  any
other  committee of the Board and such other powers, if any, as may be specified
in the resolution.  The Executive Committee  shall keep regular  minutes of  its
transactions and shall cause them to be recorded in books kept for that purpose,
and  shall report the same to the Board at such times as the Board may from time
to time  require. The  Board shall  have  the power  at any  time to  revoke  or
override  the authority given to or acts  done by the Executive Committee except
as to  acts done  before such  revocation  or overriding  and to  terminate  the
appointment  or change the membership of such Committee and to fill vacancies in
it. The Executive Committee may make rules  for the conduct of its business  and
may  appoint such assistants as it may deem necessary. A majority of the members
of said Committee shall constitute a quorum thereof.

4.5  Audit  Committee --  Without limiting the  generality of  Article 4.1,  the
Board  shall  elect annually  from  among its  number  an audit  committee whose
composition shall comply  with applicable  law and, subject  to such  applicable
law,  to be composed of not fewer than  3 Directors of whom a majority shall not
be officers or employees of the Corporation or

                                       A-6
<PAGE>

its affiliates. The audit committee shall have the powers and duties provided in
the Act  and delegated  to it  by the  Board including  the power  of the  audit
committee to delegate powers and duties delegated to the audit committee and the
audit  committee shall have such  other powers and perform  such other duties as
may be  prescribed for  it by  other  applicable law.  The remuneration  of  the
auditor  shall be  set by  the Directors  regardless of  whether the  auditor is
appointed by the shareholders  or by the Directors  or a committee thereof.  For
greater  certainty, the Directors  may delegate to the  audit committee or other
committee the power to set the remuneration of the auditor.

                                   SECTION 5.
                                    OFFICERS

5.1  Appointment -- The Board may from time to time appoint a president, one  or
more  vice-presidents (to which title may be added words indicating seniority or
function), a secretary,  a treasurer and  such other officers  as the Board  may
determine, including one or more assistants to any of the officers so appointed.
No  officer shall be appointed  unless qualified to be  an officer in accordance
with the provisions of the Act. The Board may specify the duties of and delegate
to such officers powers  to manage or supervise  the management of the  business
and  affairs of the Corporation. Subject to Articles 5.2 and 5.3, an officer may
but need not be a Director and one person may hold more than one office.

5.2  Chairman of  the Board -- The  Board may from time  to time also appoint  a
chairman  of the  Board who shall  be a  Director. If appointed,  subject to the
Board determining otherwise,  the chairman  shall preside over  meetings of  the
Board and of shareholders. Furthermore, the Board may assign to the chairman, if
appointed,  any of  the powers and  duties that  are by any  provisions of these
Articles capable of being  assigned to any  other officer, and  he or she  shall
have  such other powers and duties as  the Board may specify. During the absence
or disability  of the  chairman of  the Board,  subject to  the Board  otherwise
specifying, his or her duties shall be performed and his or her powers exercised
by  the vice chairman or deputy chairman  of the Board, if appointed and present
(and if more than one vice or deputy chairman has been appointed and is  present
by the most senior one of them present) failing which by the president.

5.3   Vice or Deputy  Chairman of the Board  -- The Board may  from time to time
also appoint one  or more vice  or deputy chairmen  of the Board,  each of  whom
shall  be a Director. If any vice or deputy chairman is appointed, the Board may
assign to him or her any of the powers and duties that are by any provisions  of
these  Articles capable of  being assigned to  any other officer,  and he or she
shall have such other powers and duties as the Board may specify.

5.4  Chief Executive Officer -- The Board may designate any officer it appoints,
as chief executive  officer. Any  officer so  designated, except  to the  extent
otherwise  specified by the Board, shall, subject to the authority of the Board,
have general supervision of the business and affairs of the Corporation.

5.5  Chief Operating Officer -- The Board may designate any officer it appoints,
as chief operating  officer. Any  officer so  designated, except  to the  extent
otherwise specified by the Board or the chief executive officer, if one has been
appointed,  shall, subject to the authority of the Board and the chief executive
officer,  have  general  supervision  of   the  business  and  affairs  of   the
Corporation.

5.6  Chief Financial Officer -- The Board may designate any officer it appoints,
as  chief financial  officer. Any  officer so  designated, except  to the extent
otherwise specified by the Board or the chief executive officer, if one has been
appointed, shall, subject to the authority of the Board and the chief  executive
officer, have general supervision over the financial affairs of the Corporation.

5.7   President -- If appointed, except to the extent otherwise specified by the
Board, the president  shall be the  chief executive officer,  unless some  other
officer  is  so designated  and  if some  other  officer is  so  designated, the
president shall be the chief operating  officer unless some other officer is  so
designated.  In addition, the president shall  have such other powers and duties
as the Board may specify.

5.8  Vice President -- A vice-president shall have such powers and duties as the
Board or the chief executive officer may specify.

5.9  Secretary  -- Except to  the extent some  other officer or  agent has  been
appointed for any of the following purposes and subject to Article 5.12,

     (a)   the  secretary shall attend  and be the secretary  of all meetings of
           the Board, shareholders and committees  of the Board and shall  enter
           or  cause to be entered  in records kept for  that purpose minutes of
           all proceedings thereat; and

                                       A-7
<PAGE>

     (b)   the  secretary  shall  give  or  cause  to  be  given,  as  and  when
           instructed,   all  notices  to   shareholders,  Directors,  officers,
           auditors and members of committees of the Board, be the custodian  of
           the  stamp  or  mechanical  device generally  used  for  affixing the
           corporate seal of the Corporation and of all books, papers,  records,
           documents and instruments belonging to the Corporation.

     In  addition, the secretary shall have such  other powers and duties as the
Board or the chief executive officer may specify.

5.10  Treasurer --  Except to the  extent some other officer  or agent has  been
appointed for any of the following purposes and subject to Article 5.12

     (a)   the treasurer shall keep proper accounting records in compliance with
           the  Act  and shall  be  responsible for  the  deposit of  money, the
           safekeeping of securities and  the disbursement of  the funds of  the
           Corporation; and

     (b)   the  treasurer shall render to the Board whenever required an account
           of all his  or her  transactions as  treasurer and  of the  financial
           position of the Corporation.

     In  addition, the treasurer shall have such  other powers and duties as the
Board or the chief executive officer may specify.

5.11  Powers and Duties of Other Officers -- The powers and duties of all  other
officers shall be such as the terms of their engagement call for or as the Board
or  the chief executive officer may specify. Any  of the powers and duties of an
officer to whom an assistant has  been appointed may be exercised and  performed
by  such assistant,  unless the Board  or the chief  executive officer otherwise
directs.

5.12  Variation  of Powers and  Duties -- The  Board may from  time to time  and
subject  to the  provisions of  the Act, vary,  add to  or limit  the powers and
duties of any officer. The chief executive officer, unless otherwise  determined
by  the Board, may also from  time to time and subject  to the provisions of the
Act, vary, add to or limit the powers and duties of any other officer.

5.13  Term of Office -- The Board, in its discretion, may remove any officer  of
the Corporation, without prejudice to such officer's rights under any employment
contract. Otherwise, each officer appointed by the Board shall hold office until
his or her successor is appointed.

5.14   Terms of Employment  and Remuneration -- The  terms of employment and the
remuneration of officers appointed by  the Board shall be  settled by it, or  in
the  manner specified by  it, from time to  time. An officer  may in addition to
remuneration receive, after the officer ceases to hold such office or leaves the
employment of the Corporation, a pension or gratuity.

5.15   Conflict of  Interest  -- A  senior officer  shall  disclose his  or  her
interest  in any material contract or material transaction, whether entered into
or proposed, with the Corporation in accordance with Article 3.18.

5.16  Attorneys  -- The  Board shall  have power from  time to  time to  appoint
attorneys  for the Corporation in or outside British Columbia with power to sign
deeds, instruments or other records on behalf of the Corporation (including  the
power to sub-delegate) as may be thought fit.

5.17   Fidelity  Bonds --  The Board  may require  such officers,  employees and
agents of the Corporation as the Board deems advisable to furnish bonds for  the
faithful discharge of their powers and duties, in such form and with such surety
as the Board may from time to time determine.

                                   SECTION 6.
                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.1   Limitation of Liability -- Subject to the limitations specified in the Act
with respect to any  relief of Directors or  officers from liability imposed  by
the Act, no Director or officer shall be liable for the acts, receipts, neglects
or  defaults of any other Director or officer or employee, or for joining in any
receipt or  other  act  for conformity,  or  for  any loss,  damage  or  expense
happening to the Corporation through the insufficiency or deficiency of title to
any  property  acquired  for  or  on  behalf  of  the  Corporation,  or  for the
insufficiency or deficiency of any security in  or upon which any of the  moneys
of the Corporation shall be invested, or for any loss or damage arising from the
bankruptcy,  insolvency or  tortious acts  of any  person with  whom any  of the
moneys, securities or effects of the Corporation shall be deposited, or for  any
loss occasioned by any error of judgment or oversight on his or her part, or for
any other loss, damage or

                                       A-8
<PAGE>

misfortune  whatever which shall happen in the execution of the duties of his or
her office or in  relation thereto; provided that  nothing herein shall  relieve
any  Director or officer from the duty to act in accordance with the Act or from
liability for any breach thereof.

6.2  Indemnity -- The Corporation  shall indemnify, and pay expenses in  advance
of  the final disposition  of a proceeding  of, a Director  or officer, a former
Director or officer or a person who  acts or acted at the Corporation's  request
as  a director or officer,  or in a similar capacity  of another entity, and the
heirs and  personal  or  other  legal  representatives  of  such  a  person,  in
accordance  with, and to  the fullest extent and  in all circumstances permitted
by,  the  Act.  The  Corporation  may  enter  into  indemnification  agreements,
including,   without  limitation,  provisions  therein  whereby  a  court  order
approving indemnification will be applied for, if required.

6.3   Insurance  --  Subject  to  the limitations  contained  in  the  Act,  the
Corporation  may purchase and  maintain insurance for the  benefit of any person
referred to in Article 6.2.

6.4  No  Invalidation through  Non-compliance -- The  failure of  a Director  or
officer  of the Corporation to  comply with the provisions  of legislation or of
the notice of articles and these Articles shall not invalidate any indemnity  to
which  he or she is entitled under  this section, except to the extent otherwise
provided in the Act.

6.5  Preservation of Other  Powers -- The rights  and powers of the  Corporation
set  out in this  Section 6 are in  addition to and not  in substitution for any
other rights  and  powers regarding  indemnification,  payment of  expenses  and
insurance.

                                   SECTION 7.
                                     SHARES

7.1   Issuance -- Subject  to the provisions of the  Act and these Articles, the
Board may from time to time grant  warrants on, allot, issue, sell or  otherwise
dispose  of,  or otherwise  deal in,  the whole  or part  of the  authorized and
unissued shares  of  the Corporation,  and  previously issued  shares  that  are
subject  to re-issuance or  held by the  Corporation, whether with  par value or
without par value, at such times  and to such persons (including Directors),  in
such  manner, upon  such terms  and conditions,  and at  such price  or for such
consideration as the  Board shall determine,  provided that no  share be  issued
until it is fully paid as prescribed by the Act.

7.2    Registration of  Transfer --  Subject to  the provisions  of the  Act, no
transfer of shares  shall be  registered in  a securities  register except  upon
presentation  of  the  certificate  representing  such  shares  with  a transfer
endorsed thereon  in  the  form  provided on  the  back  thereof,  or  delivered
therewith  in a  form acceptable to  the Board  or any person  designated by the
Board for such purpose, duly executed by the registered holder or by his or  her
attorney or successor duly appointed, together with such reasonable assurance or
evidence  of signature, identification and authority to transfer, if any, as the
Board, or any person designated by the Board for such purpose, may from time  to
time  prescribe, or upon presentation of  the non transferable acknowledgment of
the right to receive a certificate, upon payment of all applicable taxes and any
fees prescribed by  the Board or  any person  designated by the  Board for  such
purpose, upon compliance with such restrictions on transfer as are authorized by
these  Articles.  Except  to  the  extent  that  the  Business  Corporations Act
otherwise provides, the transferor of shares  is deemed to remain the holder  of
the  shares until the name of the transferee is entered in a securities register
of the Corporation in respect of the  transfer. If a shareholder, or his or  her
duly  authorized attorney, signs an instrument  of transfer in respect of shares
registered in the  name of the  shareholder, the signed  instrument of  transfer
constitutes  a  complete and  sufficient authority  to  the Corporation  and its
directors, officers and agents to register the number of shares specified in the
instrument of transfer or  specified in any  other manner, or,  if no number  is
specified,  all the shares represented  by the share certificates  or set out in
the written acknowledgments deposited with the instrument of transfer:

     (a)   in the name of the person  named as transferee in that instrument  of
           transfer; or

     (b)   if  no person is named as  transferee in that instrument of transfer,
           in the name of the person on whose behalf the instrument is deposited
           for the purpose of having the transfer registered.

7.3  Transfer Agents and Registrars -- The Board may from time to time appoint a
registrar and a transfer agent to maintain the central securities register and a
branch registrar and  branch transfer  agent to maintain  any branch  securities
register  but one person may be appointed both registrar and transfer agent. The
Board may at any time terminate any such appointment.

                                       A-9
<PAGE>

7.4  Non-Recognition  -- Subject  to the provisions  of the  Act and  applicable
law,the  Corporation may treat the registered owner  of a security as the person
exclusively entitled  to vote,  to  receive notices,  to receive  any  interest,
dividend or other payments in respect of the security, and otherwise to exercise
all  the rights and powers of an  owner of the security. Neither the Corporation
nor any director, officer or agent of  the Corporation is bound to inquire  into
the title of the person named in the instrument of transfer as transferee or, if
no person is named as transferee in the instrument of transfer, of the person on
whose  behalf the instrument is deposited for the purpose of having the transfer
registered or is liable for any claim related to registering the transfer by the
shareholder or  by  any intermediate  owner  or holder  of  the shares,  of  any
interest  in the shares, of any share certificate representing such shares or of
any written acknowledgment  of a right  to obtain a  share certificate for  such
shares.

7.5    Share  Certificates  -- Subject  to  the  provisions of  the  Act  and to
requirements of any  stock exchange on  which shares of  the Corporation may  be
listed,  share certificates  and acknowledgments of  a shareholder's  right to a
share certificate, respectively, shall be in  such form as the Board shall  from
time to time approve. Any share certificate need not be under the corporate seal
but must be signed manually by a Director or officer of the Corporation or by or
on  behalf of a  registrar, branch registrar, transfer  agent or branch transfer
agent of  the  Corporation.  Any  additional  signatures  required  on  a  share
certificate   may  be  printed  or  otherwise  mechanically  reproduced  on  the
certificate.  If  a  share  certificate  contains  a  printed  or   mechanically
reproduced signature of an individual, the Corporation may issue the certificate
even  though the  individual has ceased  to be a  Director or an  officer of the
Corporation, and  the  certificate is  as  valid as  if  the individual  were  a
Director  or officer on  the date of  the issue of  the certificate. Despite the
foregoing, unless  the  Board otherwise  determines,  certificates  representing
shares in respect of which a transfer agent and/ or registrar has been appointed
shall  not be valid unless countersigned by  or on behalf of such transfer agent
and/ or registrar. Any  share certificate may  be sent through  the mail to  the
shareholder  entitled thereto, and neither the  Corporation nor any registrar or
transfer agent shall be liable for any loss occasioned to the shareholder  owing
to any such share certificate so sent being lost in the mail or stolen.

7.6   Replacement  of Share Certificates  -- The  Board or any  officer or agent
designated by the Board may in its, his or her discretion direct the issue of  a
new  share certificate or acknowledgment  in lieu of and  upon cancellation of a
share certificate  that  has been  mutilated  or  in substitution  for  a  share
certificate or acknowledgment claimed to have been lost, destroyed or wrongfully
taken if the owner:

     (a)   furnishes  the Corporation with an  indemnity bond sufficient, in the
           discretion of the Board, to protect the Corporation; and

     (b)   satisfies any other reasonable requisites imposed by the  Corporation
           from time to time, whether generally or in any particular case.

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

7.8   Splitting  Share Certificates  --  If  a shareholder  surrenders  a  share
certificate  or acknowledgement to  the Corporation with  a written request that
the Corporation issue in the shareholder's  name two or more share  certificates
or  acknowledgements, each representing a specified  number of shares and in the
aggregate representing the  same number of  shares as the  share certificate  or
acknowledgement so surrendered, the Corporation may cancel the surrendered share
certificate  or  acknowledgement  and issue  replacement  share  certificates or
acknowledgements in accordance with that request.

7.9  Certificate Fee --  There must be paid to  the Corporation, in relation  to
the issue of any share certificate or acknowledgement under Articles 7.6 or 7.8,
the  amount,  if  any, determined  by  the  Directors or  any  officer  or agent
designated by  the Directors,  but which  must not  exceed the  amount, if  any,
prescribed under the Business Corporations Act.

7.9   Avoidance of Multiples -- The Corporation may refuse to register more than
three persons as joint holders of a share. The Corporation may refuse to issue a
certificate or acknowledgement with respect to a fraction of a share.

7.10  Deceased Shareholders -- In the event of the death of a holder, or of  one
of  the joint holders,  of any share,  the Corporation shall  not be required to
make any entry in the securities register in respect thereof or to make  payment
of

                                       A-10
<PAGE>

any  dividends thereon except  upon production of  all such documents  as may be
required by law  and upon  compliance with  the reasonable  requirements of  the
Corporation and its transfer agents.

                                   SECTION 8.
                              DIVIDENDS AND RIGHTS

8.1   Dividends  -- Subject  to the  Act and  to any  other provisions  in these
Articles from time to time,  the Board may from  time to time declare  dividends
payable  to the shareholders. Dividends may be paid by issuing fully paid shares
or warrants of the  Corporation and, subject  to the provisions  of the Act,  in
money or property.

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

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

8.4  Record  Date of  Dividends and  Rights --  Subject to  compliance with  any
applicable  restrictions imposed by  law or the  rules or policies  of any stock
exchange on which any shares of the Corporation are listed, the Board may fix in
advance a date, preceding by not more than 2 months the date for the payment  of
any  dividend or the date for the issue  of any warrant or other evidence of the
right to subscribe for securities of the  Corporation, as a record date for  the
determination  of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for  such securities. Subject to the  provisions
of  these Articles and to compliance with any requirements imposed by law or the
rules or policies of any stock exchange  on which any shares of the  Corporation
are  listed, notice of any  such record date need not  be given. Where no record
date is fixed in advance as aforesaid, the record date for the determination  of
the persons entitled to receive payment of any dividend or to exercise the right
to subscribe for securities of the Corporation shall be at 5:00 p.m. on the date
on  which the  resolution relating  to such  dividend or  right to  subscribe is
passed by the Board.

8.5  Unclaimed Dividends  -- Any dividend  unclaimed after a  period of 6  years
from  the  date on  which the  same has  been  declared to  be payable  shall be
forfeited and shall revert to the Corporation.

8.6   Directors may  Settle Distribution  -- The  Corporation may  pay any  such
dividend in any one or more such ways or in one or more currencies, to different
shareholders  as may  be authorized  by the  Directors and  where any difficulty
arises with regard to such a distribution  the Directors may settle the same  as
they  think expedient, and in particular may  fix the value or exchange rate for
distribution of  specific assets  or currencies  or any  part thereof,  and  may
determine that cash payments or payments in different currencies in substitution
for  all  or  any  part  of  the specific  assets  or  currencies  to  which any
shareholders are otherwise  entitled shall be  made to any  shareholders on  the
basis  of the value or exchange rates so  fixed in order to adjust the rights of
all parties and may vest  any such specific assets  in trustees for the  persons
entitled to the dividend as may seem expedient to the Directors.

8.7   Receipt for Joint Owners -- If two or more persons are registered as joint
owners of any  share, any  one of  them may give  an effective  receipt for  any
dividend payable in respect of the share.

8.8    Interest and  Fractional  Currency Precluded  --  No dividend  shall bear
interest against the Corporation. Where the  dividend to which a shareholder  is
entitled  includes a fraction of  the smallest monetary unit  of the currency in
which such dividend is being paid, such fraction shall be disregarded in  making
payment thereof and such payment shall be deemed to be payment in full.

8.9   Provisions Applicable to Other Payments -- This Section 8 shall also apply
mutatis mutandis to  distributions other  than dividends payable  in respect  of
shares.

                                       A-11
<PAGE>

                                   SECTION 9.
                            MEETINGS OF SHAREHOLDERS

9.1  Annual General Meetings -- The annual general meeting of shareholders shall
be  held, subject to  the requirements of  applicable law, at  such time in each
year and,  subject to  Article  9.3, at  such place  as  the Board,  or  (unless
otherwise  specified by the Board) the chairman  of the Board, any vice chairman
or deputy  chairman of  the  Board, or  the president,  may  from time  to  time
determine,  for the purpose of considering  the financial statements and reports
required by the  Act to be  placed before the  annual general meeting,  electing
directors, appointing auditors and for the transaction of such other business as
may properly be brought before the meeting.

9.2   Special General Meetings  -- The Board shall have  power to call a special
general meeting of shareholders at any  time. Unless otherwise specified by  the
Board,  the chairman of the  Board, any Vice-chairman or  deputy chairman of the
Board or the president shall also have  power to call a special general  meeting
of shareholders at any time.

9.3   Place of Meetings -- In addition  to any location in British Columbia, any
general meeting may be held  in: Calgary, Alberta; Toronto, Ontario;  Woodstock,
Ontario;  Newmarket, Ontario; Montreal,  Quebec; Quebec City,  Quebec; St. John,
New Brunswick and St. John's, Newfoundland, as the person or persons calling the
meeting may determine  and may  be held in  any other  location outside  British
Columbia approved by a resolution of the Directors.

9.4  Notice of Meetings -- Notice of the date, time and location of each meeting
of  shareholders, and otherwise in compliance  with applicable law shall be sent
as provided in the Act and other applicable law to such persons as are  entitled
by law or under these Articles to be sent such notice from the Corporation.

9.5   Document Availability -- Except as  otherwise provided by the Act or other
applicable law, where any  business at a  general meeting includes  considering,
approving,  ratifying,  adopting or  authorizing any  document or  the execution
thereof or the giving of effect thereto, the notice convening the meeting shall,
with respect to such  document, be sufficient  if it states that  a copy of  the
document  or  proposed  document  is  or will  be  available  for  inspection by
shareholders at the registered office or records office of the Corporation or at
some other  place in  British Columbia  designated in  the notice  during  usual
business  hours up to the date of such general meeting or by such other means as
the Directors may determine, including Internet or e-mail transmission.

9.6   Record  Date for  Notice  -- Subject  to  compliance with  any  applicable
restrictions  imposed by law or  the rules or policies  of any stock exchange on
which any shares of the Corporation are  listed, the Board may fix in advance  a
date,  preceding the  date of  any meeting  of shareholders  by not  more than 2
months (except for  a requisitioned meeting)  and not less  than the  prescribed
number  of days,  as a  record date  for the  determination of  the shareholders
entitled to notice of  the meeting. If  no record date is  so fixed, the  record
date for the determination of the shareholders entitled to notice of the meeting
shall  be 5 p.m. on the day immediately preceding the first date on which notice
is sent.

9.7   Chairman, Secretary  and Scrutineers  -- The  chairman of  any meeting  of
shareholders shall, unless the Board otherwise specifies, be the chairman of the
Board,  if any, or in his or her absence, or upon his or her declining to act, a
vice chairman or deputy chairman of the Board, if any, or in the absence of  any
vice  or deputy chairman of the Board, or  upon all such vice or deputy chairmen
present declining to act,  the president of  the Corporation, or  in his or  her
absence  or  upon  his  or  her  declining  to  act,  a  vice  president  of the
Corporation, if any, who is a shareholder. If no such officer is present  within
15  minutes from the  time fixed for  holding the meeting  the Directors present
shall choose one of their number to be chairman or if all the Directors  present
decline  to take  the chair  or shall  fail to  so choose  or if  no Director be
present, the shareholders present and entitled to vote shall choose one of their
number to be chairman. If the secretary of the Corporation is absent or declines
to act, the chairman of the meeting shall appoint some person, who need not be a
shareholder, to  act  as secretary  of  the meeting.  If  desired, one  or  more
scrutineers,  who need not be shareholders, may  be appointed by a resolution or
by the chairman with the consent of the meeting.

9.8  Persons Entitled to be Present  -- The only persons entitled to be  present
at  a meeting of shareholders shall be those entitled to vote thereat including,
without limitation, their duly appointed proxyholders and other  representatives
entitled  to vote  on their behalf,  the Directors, the  secretary, an assistant
secretary, any lawyer for the Company, the auditors and others who, although not
entitled to vote, are  entitled or required  under any provision  of the Act  or
Articles  to be present at the meeting. Any other person may be admitted only on
the invitation  of the  chairman  of the  meeting or  with  the consent  of  the
meeting.

9.9   Quorum  -- A  quorum for  the transaction  of business  at any  meeting of
shareholders shall be the  lesser of the number  of shareholders or two  persons
present  in person, each being a  shareholder or representative entitled to vote
thereat or a duly appointed proxyholder for a shareholder so entitled (and  each
holding or representing by proxy not
                                       A-12
<PAGE>

less  than one of the outstanding shares of the Corporation entitled to be voted
at the meeting).  If a  quorum is  present at the  opening of  the meeting,  the
shareholders  present in person or by proxy may proceed with the business of the
meeting even if a quorum is not present throughout the meeting.

9.10   Record Date  for Voting  --  Subject to  compliance with  any  applicable
restrictions  imposed by law or  the rules or policies  of any stock exchange on
which any shares of the Corporation  are listed, for the purpose of  determining
shareholders entitled to vote at a meeting of shareholders, the Board may fix in
advance  a date as the  record date for such  determination of shareholders, but
the record  date  shall  not  precede  by more  than  2  months  (except  for  a
requisitioned  meeting) or by less  than the prescribed number  of days from the
date on  which  the meeting  is  to be  held.  Subject to  the  requirements  of
applicable  legislation, if no record date is  so fixed, the record date for the
determination of the  shareholders entitled to  vote at the  meeting shall be  5
p.m. on the day immediately preceding the meeting.

9.11  Proxies -- Every shareholder entitled to vote at a meeting of shareholders
may  appoint a proxyholder, or one or  more alternate proxyholders, who need not
be shareholders, to  attend and  act at  the meeting in  the manner  and to  the
extent  authorized and with the authority conferred  by the proxy. A proxy shall
be in writing or  in a functionally equivalent  electronic form executed by  the
shareholder  or the shareholder's attorney and in such form as may be prescribed
from time to time  by the Board (or  in such other form  as the chairman of  the
meeting  may accept) and that complies with all applicable laws and regulations.
A proxy may be revoked

     (i)   by an instrument in writing; or

     (ii)   by a subsequent proxy executed by the shareholder giving the same or
            by  his  or  her  attorney  authorized  in  writing  or,  where  the
            shareholder  is  a  corporation,  by a  duly  authorized  officer or
            attorney of the corporation and  delivered either at the  registered
            office  of  the  Corporation no  later  than  4:30 p.m.  on  the day
            preceding the meeting, or at the meeting or any adjournment  thereof
            to  the chairman  or scrutineer  of the  meeting before  any vote in
            respect of which the proxy is to be used shall have been taken; or

     (iii)  by the shareholder giving the  same attending the meeting in  person
            and participating in any vote or ballot; or

     (iv)  in any other manner provided by law.

9.12  Time for Deposit of Proxies -- The Board may specify in a notice calling a
meeting  of shareholders, a time before which proxies to be used at such meeting
must be deposited. A  proxy shall be acted  upon only if, prior  to the time  so
specified,  it shall have  been deposited with the  Corporation or agent thereof
specified in such notice or, if no such time is specified in such notice, it has
been received by the  Corporation prior to  4:30 p.m. on  the day preceding  the
meeting.

9.13   Joint Shareholders -- If two or more persons hold shares jointly, any one
of them present in person or represented  by proxy at a meeting of  shareholders
may,  in the absence of the other or others, vote the shares, but if two or more
of those persons are present  in person or represented  by proxy and vote,  they
shall vote as one on the shares jointly held by them.

9.14   Motions -- No  motion proposed at a general  meeting need be seconded and
the chairman may propose or second a motion.

9.15  Votes to Govern  -- At any meeting  of shareholders every question  shall,
unless  otherwise  required by  the Articles  or  by law,  be determined  by the
majority of the  votes cast on  the question. In  case of an  equality of  votes
either  upon a show of hands (or its  functional equivalent) or upon a poll, the
chairman of the meeting shall be entitled to a second or casting vote.

9.16   Show of  Hands --  Any question  at a  meeting of  shareholders shall  be
decided  by a show of hands  or the functional equivalent of  a show of hands by
means of electronic, telephonic or  other communication facility, unless a  poll
thereon  is required  or demanded as  provided in  Article 9.17. Upon  a show of
hands (or its functional equivalent) every person who is present and entitled to
vote shall have one vote.  Whenever a vote by show  of hands (or its  functional
equivalent)  shall have been taken upon a  question, unless a poll thereon is so
required or demanded, a declaration by the chairman of the meeting that the vote
upon the question is carried by the necessary majority or defeated is conclusive
evidence of the  fact without proof  of the  number or proportion  of the  votes
recorded  in favour of or against the  resolution or other proceeding in respect
of said question, and the result of the  vote so taken shall be the decision  of
the shareholders upon said question.

9.17   Ballots  -- On any  question proposed  for consideration at  a meeting of
shareholders except the appointment of a  chair for the meeting, and whether  or
not  a show of hands (or its  functional equivalent) has been taken thereon, any
                                       A-13
<PAGE>

shareholder or proxyholder entitled to vote at the meeting may require or demand
a poll. A poll must, if so demanded, be demanded promptly after the  declaration
of  the  results  of  a  vote  taken by  a  show  of  hands  (or  its functional
equivalent). A poll so required  or demanded shall be  taken in such manner  and
(except  for  a  poll  on  a  question  of  adjournment  which  shall  be  taken
immediately) at such  time and place  (including following the  meeting) as  the
chairman  of  the  meeting  shall  direct  or  as  provided  by  the electronic,
telephonic or other communication facility through which votes may be cast.  The
demand  for a poll does  not, unless the chair of  the meeting so rules, prevent
the continuation of a meeting for the transaction of any business other than the
question on which the poll has been demanded. A requirement or demand for a poll
may be withdrawn  at any time  prior to  the taking of  the poll. If  a poll  is
taken,  each person present  shall be entitled,  in respect of  the shares which
that person is entitled to vote at the meeting upon the question, to that number
of votes provided by the Act or the Articles (and a shareholder entitled to more
than one vote need not cast  all the votes in the  same way), and the result  of
the  poll so taken shall be the decision of the shareholders upon said question.
In the case of any dispute as to the admission or rejection of a vote given on a
poll, the  chairman of  the meeting  must determine  the same,  and his  or  her
determination is final and conclusive.

9.18   Electronic Meetings and Voting --  The Board may determine that a meeting
of shareholders shall be held entirely  by means of a telephonic, electronic  or
other  communication facility that permits  all participants to communicate with
each other during  the meeting,  and any vote  at that  meeting of  shareholders
shall  be held entirely  by means of  that communication facility.  A meeting of
shareholders may also be held  at which some, but  not all, persons entitled  to
attend  may participate and vote  by means of such  a communication facility, if
the Board determines to make one available. A person participating in a  meeting
by  such means is deemed to be present at  the meeting. Any vote at a meeting of
shareholders may be also held entirely  by means of a telephonic, electronic  or
other  communication facility,  if the Board  determines to  make one available,
even if none  of the persons  entitled to attend  otherwise participates in  the
meeting  by means  of a  communication facility.  For the  purpose of  voting, a
communication facility that is made available by the Corporation must enable the
votes to be gathered in a manner that adequately discloses the intentions of the
shareholders and permits  a proper tally  of the  votes to be  presented to  the
Corporation.  The instructing  of proxyholders  may be  carried out  by means of
telephonic, electronic  or other  communication facility  in addition  to or  in
substitution for instructing proxyholders by mail.

9.19   Adjournment  -- If  within half  an hour  from the  time appointed  for a
general meeting  a quorum  is not  present, the  meeting, if  convened upon  the
requisition  of shareholders,  shall be  dissolved. In  any other  case it shall
stand adjourned to the same day in the next week, at the same time and  location
or to such other date, other time or other location as the chairman specifies on
the adjournment, and, if at the adjourned meeting a quorum is not present within
half  an hour  from the time  appointed for  the meeting, the  person or persons
present and  being, or  representing  by proxy,  a shareholder  or  shareholders
entitled  to attend and vote at the meeting shall be a quorum. The chairman at a
meeting may and shall, if so directed  by the meeting, adjourn the meeting  from
time to time and from place to place, but no business shall be transacted at any
adjourned  meeting other than  the business left unfinished  at the meeting from
which the adjournment took  place. If any meeting  of shareholders is  adjourned
for less than 30 days, it shall not be necessary to give notice of the adjourned
meeting,  other than by announcement at  the earliest meeting that is adjourned.
If a meeting of  shareholders is adjourned  by one or  more adjournments for  an
aggregate  of 30 days or more, notice of the adjourned meeting shall be given as
for an original meeting.

9.20  Ordinary Resolution  as the Default Mode  -- Unless otherwise provided  in
the  Act, these Articles or  other provisions of applicable  law or the rules of
any stock exchange on which any shares of the Corporation are listed, any action
to be taken  by a resolution  of the shareholders  may be taken  by an  ordinary
resolution.

9.21   Only one Shareholder -- Where the  Corporation has only one holder of any
class or  series  of shares,  the  shareholder present  in  person or  by  proxy
constitutes a meeting.

                                  SECTION 10.
                           DIVISIONS AND DEPARTMENTS

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

                                       A-14
<PAGE>

10.2   Name of  Division  -- Subject  to applicable  law,  any division  or  its
sub-units  may be designated  by such names as  the Board may  from time to time
determine and may transact business under  such name subject to any  limitations
imposed by the Act or any applicable law.

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

                                  SECTION 11.
                                    NOTICES

11.1   Method of  Giving Notice  -- Subject  to the  requirements of  any  other
applicable  law, any notice (which term includes any communication or record) or
other document required  or permitted  to be  given (which  term includes  sent,
delivered  or  served) pursuant  to  the Act,  the  Articles or  otherwise  to a
shareholder, beneficial owner of shares, Director, officer, auditor or member of
a committee of the Board shall be sufficiently given if delivered personally  to
the  person to whom it is  to be given or if  delivered to the person's recorded
address or if transmitted to the person via facsimile or e-mail at the  person's
recorded  address (so long as such record contains, respectively a fax number or
e-mail address) or if mailed  to the person at  his recorded address by  prepaid
ordinary  or registered mail. A notice so delivered shall be deemed to have been
given and received when it is  delivered personally. A notice so transmitted  by
fax  shall be deemed to have been given when it is transmitted and received when
it enters the facsimile device operating on the fax number specified in the said
recorded address as aforesaid. A notice so transmitted by e-mail shall be deemed
to have been given  when it is  transmitted and received when  it enters a  mail
server  or similar device identified by the e-mail address specified in the said
recorded address as aforesaid. A notice so  mailed shall be deemed to have  been
given  when deposited in a post office or  public letter box and received on the
day, Saturdays  and  holidays  excepted,  following the  date  of  mailing.  The
secretary or other person designated by the Board or the chief executive officer
for  such purposes may change or cause to be changed the recorded address of any
shareholder, beneficial owner of shares, Director, officer, auditor or member of
a committee of  the Board  in accordance with  any information  believed by  the
secretary or such designated person to be reliable.

11.2   Additional Electronic Delivery -- In addition, provided the addressee has
consented  in  writing  or  electronically,  the  Corporation  may  satisfy  the
requirement  to send any notice or other document referred to in Article 11.1 by
creating and  providing  an  electronic  document that  is  posted  on  or  made
available  through a generally accessible  electronic source, when the addressee
receives notice in writing,  including facsimile transmission,  or by e-mail  of
the availability and location of that electronic document.

11.3   Notice to Joint Shareholders -- If  two or more persons are registered as
joint holders of any share, any notice  shall be addressed to all of such  joint
holders  but notice to one of such persons  shall be sufficient notice to all of
them.

11.4  Computation of Time -- Except  as otherwise required by law, in  computing
the  date  when notice  must  be given  under  any provision  in  these Articles
requiring a specified number of days' notice of any meeting or other event,  the
date of giving the notice shall be excluded and the date of the meeting or other
event shall be included.

11.5    Undelivered  Notices  --  If  any  two  successive  notices  given  to a
shareholder pursuant to this Section are returned, the Corporation shall not  be
required  to give any further notices to such shareholder until such shareholder
informs the Corporation in writing of such shareholder's new address.

11.6  Omissions and Errors -- The accidental omission to give any notice to  any
shareholder, beneficial owner of shares, Director, officer, auditor or member of
a  committee of the Board or the non-receipt of any notice by any such person or
any error in any notice not affecting the substance thereof shall not invalidate
any action  taken at  any meeting  held  pursuant to  such notice  or  otherwise
founded thereon.

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

                                       A-15
<PAGE>

11.8   Waiver of Notice -- Any shareholder (or such shareholder's duly appointed
proxyholder), beneficial owner of shares,  Director, officer, auditor or  member
of  a committee of the Board may at any time waive the sending of any notice, or
waive or abridge the time  for any notice, required to  be given to that  person
under  any provision of  the Act, the  Articles or otherwise  and such waiver or
abridgement shall cure any default in the giving or in the time of such  notice,
as  the case may be. Any such waiver or  abridgement shall be in writing or in a
functionally equivalent  electronic  form, except  a  waiver or  abridgement  of
notice  of a meeting of shareholders  or of the Board which  may be given in any
manner.

                                  SECTION 12.
                   ALTERATION OF AUTHORIZED SHARE STRUCTURE,
                    SHARES, NOTICE OF ARTICLES AND ARTICLES

12.1  Altering Authorized Share Structure -- The type of resolution required  to
effect  a  change  in  authorized share  structure  as  contemplated  by Section
54(3)(c)(i) of the Act, as from time to time amended, varied or replaced, is  an
ordinary resolution.

12.2   Altering  Special Rights  and Restrictions  -- The  type of shareholders'
resolution required to effect the creation, attachment, variation or deletion of
special rights and  restrictions contemplated by  Section 58(2) of  the Act,  as
from time to time amended, varied or replaced, is an ordinary resolution.

12.3    Altering  Series  where  Shares  Issued  --  The  type  of shareholders'
resolution required to effect the alterations, determinations or  authorizations
in  relation to a series of shares of which there are issued shares contemplated
by Section  60(1)(b)  of the  Act,  as from  time  to time  amended,  varied  or
replaced, is an ordinary resolution.

12.4   Altering Notice of  Articles -- The type  of resolution required to alter
the Company's notice of articles as contemplated by Section 257(2)(b)(ii) of the
Act, as  from  time  to  time  amended,  varied  or  replaced,  is  an  ordinary
resolution.

12.5    Altering  Articles --  The  type  of resolution  required  to  alter the
Company's Articles, pursuant to  Section 259(1)(b) of the  Act, as from time  to
time amended, varied or replaced, is an ordinary resolution.

12.6   Procedure at Meetings of Shareholders  of a Particular Class or Series --
Unless these  Articles  otherwise  provide, the  provisions  of  these  Articles
relating  to general meetings shall apply, with  the necessary changes so far as
they are applicable,  to a class  meeting of shareholders  holding a  particular
class or series of shares.

                                  SECTION 13.
                         PURCHASE, REDEMPTION AND OTHER
                             ACQUISITION OF SHARES

13.1  Purchase, Redemption or Other Acquisition -- Subject to the special rights
and  restrictions  attached  to any  class  of  shares, the  Company  may,  by a
resolution of  the  Directors  and  in compliance  with  the  Act,  purchase  or
otherwise acquire any of its shares at the price and upon the terms specified in
such resolution or redeem any class of its shares in accordance with the special
rights  and restrictions  attached thereto.  If stipulated  by the  Act, no such
purchase, acquisition  or  redemption  shall  be  made  if  the  Corporation  is
insolvent  at the time of the proposed purchase, acquisition or redemption or if
the proposed purchase,  acquisition or redemption  would render the  Corporation
insolvent.

13.2   Less  than all  Shares -- If  the Corporation  proposes at  its option to
purchase or otherwise acquire or  redeem some but not all  of the shares of  any
class,  the  Directors  may,  subject to  the  special  rights  and restrictions
attached to such class of  shares, decide the manner in  which the shares to  be
purchased  or otherwise  acquired or  redeemed shall be  selected and  it is not
necessary to purchase or otherwise acquire  or redeem the shares rateably  among
every  shareholder who holds  shares of the  class of shares  to be purchased or
otherwise acquired or redeemed.

                                  SECTION 14.
                                BORROWING POWERS

14.1  Borrowing,  Financial Assistance and  Security -- The  Directors may  from
time to time on behalf of the Corporation

     (i)   borrow  money in such manner and  amount, on such security, from such
           sources and upon such terms and conditions as they think fit;

                                       A-16
<PAGE>

     (ii)   provide guarantees, indemnities and other financial assistance;

     (iii)  issue bonds, debentures and  other debt obligations either  outright
            or as security for any liability or obligation of the Corporation or
            any other person; and

     (iv)  mortgage,  charge,  whether by  way of  specific or  floating charge,
           grant  a  security  interest  in,  or  give  other  security  on  the
           undertaking,  or on the whole or any part of the property and assets,
           of the Corporation (both present and future).

14.2   Terms  of  Debt  Instruments  -- Any  bonds,  debentures  or  other  debt
obligations  of  the  Corporation  may  be  issued  at  a  discount,  premium or
otherwise, and with any special privileges as to redemption, surrender, drawing,
allotment of or  conversion into  or exchange  for shares  or other  securities,
attending  and voting  at general  meetings of  the Corporation,  appointment of
Directors or  otherwise and  may by  their  terms be  assignable free  from  any
equities  between the Corporation and the person to whom they were issued or any
subsequent holder thereof, all as the Directors may determine.

14.3   Delegation by  Directors --  For  greater certainty,  the powers  of  the
Directors  under  this Section  14  may be  exercised  by a  committee  or other
delegate, direct or indirect, of the Board authorized to exercise such powers.

14.4  Special Corporations Powers Act -- The powers conferred under this Section
14 shall be deemed to include the powers conferred on a company by Division  VII
of  the  Special  Corporations Powers  Act  being  chapter P-16  of  the Revised
Statutes of Quebec, 1988, and every statutory provision that may be  substituted
therefor or for any provision therein.

                                  SECTION 15.
                            RESERVED FOR FUTURE USE

                                  SECTION 16.
                            RESERVED FOR FUTURE USE

                                  SECTION 17.
                            RESERVED FOR FUTURE USE

                                  SECTION 18.
                            RESERVED FOR FUTURE USE

                                  SECTION 19.
                            RESERVED FOR FUTURE USE

                                  SECTION 20.
                            RESERVED FOR FUTURE USE

                                  SECTION 21.
                            RESERVED FOR FUTURE USE

                                  SECTION 22.
                            RESERVED FOR FUTURE USE

                                  SECTION 23.
                            RESERVED FOR FUTURE USE

                                  SECTION 24.
                            RESERVED FOR FUTURE USE

                                  SECTION 25.
            RESTRICTIONS ON THE ISSUE, TRANSFER AND VOTING OF SHARES

25.1  INTERPRETATION:  Where used in this Section 25;

     "Associate"   means  an  associate  as   defined  in  the  Canada  Business
Corporations Act, RSC 1985, c.C-44 and amendments thereto and includes  persons,
firms,  associations, corporations,  partnerships and  other entities  acting in
concert with the person with respect to whom the term "Associate" is relevant.

                                       A-17
<PAGE>

     "Canadian" means:

     (i)   a resident Canadian citizen;

     (ii)   a partnership  of  which  a  majority of  the  members  is  resident
            Canadian  citizens and in which interests representing in value more
            than fifty (50%)  per cent  of the  total value  of the  partnership
            property are owned by resident Canadian citizens;

     (iii)  a trust:

        (a)   a majority of the trustees of which is resident Canadian citizens;
              and

        (b)   in  which  beneficial interests  representing  in value  more than
              fifty (50%) percent of the total  value of the trust property  are
              owned by resident Canadian citizens;

     (iv)  Her  Majesty in  right of  Canada or  of a  province or  territory of
           Canada or a municipal  corporation or public  board or commission  in
           Canada; and

     (v)   a body corporate

        (a)   incorporated under the laws of Canada or a province;

        (b)   of  which  a  majority  of  the  directors  are  resident Canadian
              citizens; and

        (c)   of which more than fifty (50%)  per cent of the voting shares  are
              beneficially owned or over which control or direction is exercised
              by Canadians.

     "Controlled" means controlled in any manner that results in control in fact
whether  directly through the ownership of shares or indirectly through a trust,
a contract, the ownership of shares of any other body corporate or otherwise.

     "Direction" means  the  Direction  to  the  Canadian  Radio-television  and
Telecommunications  Commission  respecting the  eligibility of  certain Canadian
corporations to  hold a  broadcasting licence,  Order-in-Council SOR/69-590,  as
amended or replaced from time to time.

     "Licence"  means a licence, permit, franchise  or other authority issued or
granted by a governmental authority required  to operate or carry on a  business
or to operate any equipment or device required to carry on a business.

     "Mobile  Communications  Services"  means  communications  services,  where
either the terminal from which the  communication originated or the terminal  on
which  the communication  was ultimately received,  or both  such terminals, are
mobile  radio   communications  devices   (including,  in   each  case,   mobile
communications devices that are being used in a fixed mode) and include, but are
not  limited  to,  cellular  telephone services,  paging  and  mobile voice/data
services  and  the  provision  of  and/or  operation  of  local  area   personal
communications networks.

     "Non-Voting Share" means a share of the Company which does not carry voting
rights in all circumstances.

     "Restricted  Class" means  the class  or description  of persons  and their
Associates whose significant or controlling interest in the shares or in certain
classes of shares  of the  Company is  likely to  preclude the  Company, or  any
corporation  in which the Company has a  direct or indirect interest through the
holding of shares in that or other corporations, from being qualified to hold or
obtain any  Licence  pursuant to  any  Telecommunications Legislation  or  other
Licence  required in order to carry  on any Telecommunications Business or would
cause the Company or any corporation in which the Company has an interest to  be
in  breach  of  any Telecommunications  Legislation  or  the terms  of  any such
Licence.

     "person" includes an individual, firm, corporation, association, trust  and
any other entity.

     "Telecommunications   Business"  means,  at  any   time,  any  business  of
providing, or  any  business  which includes  the  provision  of  communications
services  by  means of  signals  transmitted through  any  free space  or guided
transmission medium or  any combination thereof  including, without  limitation,
over  the air, or  by coaxial cable, ordinary  wire or fibre  optic cable or any
combination thereof,  in which  the Company,  or any  corporation in  which  the
Company  has a direct or indirect interest through the holding of shares in that
or other  corporations,  is then  engaged  or  is then  actively  considering  a
proposal  to  engage  and  includes,  without  limiting  the  generality  of the
foregoing,  a  cable  television  business,  a  business  providing  any  Mobile
Communications Services and any radio or television broadcasting businesses.

                                       A-18
<PAGE>

     "Telecommunications  Legislation" means any  law, statute, act, regulation,
ordinance, order-in-council or other rule promulgated by any federal, provincial
or municipal  governmental  body  or  authority having  or  purporting  to  have
jurisdiction,  including, without limitation, any parliament, legislature, privy
council,  cabinet,  cabinet  minister   or  government  department,   government
commission,   government   board  or   government   council,  relating   to  any
Telecommunications Business or which imposes  a requirement to obtain a  Licence
in  order to enable the  Company, or any corporation in  which the Company has a
direct or  indirect interest  through the  holding of  shares in  that or  other
corporations,  to carry on any Telecommunications Business and includes, without
limiting the generality  of the  foregoing, the Broadcasting  Act (Canada),  the
Direction,  the Canadian Radio-television  and Telecommunications Commission Act
(Canada), the Radiocommunications Act (Canada), the Railway Act (Canada) and the
National Telecommunications Powers  and Procedures Act  (Canada), as amended  or
replaced from time to time.

     "Shares"  means Voting Shares and Non-Voting Shares and any other shares of
the Company.

     "Voting Share" means a share of  the Company carrying voting rights in  all
circumstances  or by reason of the occurrence  of an event that has occurred and
that is continuing, and  includes a security currently  convertible into such  a
share  and currently exercisable options and rights to acquire a share or such a
convertible security.

25.2  VOTING SHARES:  The power of the Company to issue any of its Voting Shares
(including Class A Voting shares) and the right of the holder of any such  share
to transfer or vote the same shall be restricted as follows:

25.2.1  GENERAL VOTING SHARE RESTRICTED SHARE PROVISIONS

     The  power of the Company  to issue any Voting Shares  and the right of any
holder of Voting Shares to  transfer or vote such  shares, is restricted in  the
manner hereinafter set out, for the purposes of ensuring that the Company or any
corporation  in which the Company has a  direct or indirect interest through the
holding of shares  in that or  other corporations remains  qualified to hold  or
obtain  any  Licence pursuant  to  any Telecommunications  Legislation  or other
Licence required  in  order to  carry  on any  Telecommunications  Business  and
ensuring  that the Company or  any corporation in which  the Company has such an
interest is not in breach of any Telecommunications Legislation or the terms  of
any  Licence held by the Company or  such corporation required in order to carry
on a Telecommunications Business.

25.2.2  REFUSAL TO REGISTER TRANSFERS

     (i)   Notwithstanding anything herein otherwise provided, the Directors  of
           the  Company shall refuse to register a transfer of any Voting Shares
           of the  Company  if  the  transfer  would,  in  the  opinion  of  the
           Directors, jeopardize the purposes stated in Article 25.2.1 for which
           the transfer, voting and issue of Voting Shares are restricted.

     (ii)   Without  limiting the generality of Subarticle 25.2.2(i), so long as
            any Telecommunications Legislation shall:

        (A)  prohibit the  issue  of any  Licence  to  the Company,  or  to  any
             corporation  in which the Company has a direct or indirect interest
             through the holding of shares in that or other corporations; or

        (B)  prohibit the retention or renewal of or result in the  cancellation
             of  any Licence held by the Company,  or held by any corporation in
             which the Company  has a  direct or indirect  interest through  the
             holding of shares in that or other corporations;

        required in order to carry on any Telecommunications Business (or if any
        terms  or conditions of any  Licences required in order  to carry on any
        Telecommunications  Business  held  by  the  Company,  or  held  by  any
        corporation  in  which the  Company has  a  direct or  indirect interest
        through the holding of  shares in that or  other corporations, would  be
        breached)  if  shares  to  which  are  attached  more  than  a specified
        percentage of the  voting rights attached  to all Voting  Shares of  the
        Company  are  held by  persons  who are  members  of a  Restricted Class
        constituted under  such  Legislation (or  Licence),  a maximum  of  such
        specified  percentage (or if such  Legislation or Licences shall contain
        more than one such provision, a maximum of the lowest such percentage so
        specified) of  Voting Shares  may be  held in  the aggregate  by or  for
        members of the Restricted Class at any relevant time ("Maximum Aggregate
        Holdings")  and the Directors of the  Company shall refuse to register a
        transfer of any Voting Shares if:

        (a)   the total number of Voting Shares held by or on behalf of  persons
              in the Restricted Class exceeds the Maximum Aggregate Holdings and
              the transfer is to one or more persons in the Restricted Class; or

                                       A-19
<PAGE>

        (b)   the  total number of Voting Shares held by or on behalf of persons
              in the  Restricted Class  does not  exceed the  Maximum  Aggregate
              Holdings  but  the transfer  would result  in  the number  of such
              shares held  by  persons in  the  Restricted Class  exceeding  the
              Maximum Aggregate Holdings.

     (iii)  Without  limiting the generality of  Subarticles 25.2.2(i) and (ii),
            so   long   as   the   Direction   shall   prohibit   the   Canadian
            Radio-television  and Telecommunications  Commission from  issuing a
            Licence under  the  Broadcasting  Act  to the  Company  (or  to  any
            corporation  in which the Company has  a direct or indirect interest
            through the  holding of  shares in  that or  other corporations)  or
            renewing any such Licence held by the Company (or by any corporation
            in  which the Company has a  direct or indirect interest through the
            holding of shares in  that or other corporations)  if the number  of
            votes  attached to Voting  Shares of the Company  held by members of
            the Restricted  Class  under  the Direction  exceeds  20%  (or  some
            different  specified  percentage)  of  the  aggregate  voting rights
            attached to all Voting Shares of the Company, Voting Shares to which
            are  attached  a  maximum  of  20%  (or  such  different   specified
            percentage)  of the  voting rights  attached to  all the  issued and
            outstanding Voting  Shares  of  the  Company  may  be  held  in  the
            aggregate by or for persons who are members of such Restricted Class
            at any relevant time.

     (iv)  Without   limiting  the  generality   of  Subarticle  25.2.2(i),  the
           Directors of the  Company may refuse  to register a  transfer of  any
           Voting Shares of the Company if such transfer could require the prior
           approval  of  the  Canadian  Radio-television  and Telecommunications
           Commission or  any other  governmental body  or authority  having  or
           purporting to have jurisdiction.

25.2.3  REFUSAL TO ALLOT OR ISSUE

     (i)   The  Directors of the Company shall not allot or issue a Voting Share
           of the Company to a person  in the Restricted Class in  circumstances
           where  the  Directors would  be required  under Subarticle  25.2.2 to
           refuse to register a transfer of such a share to such person.

     (ii)   For the  purposes of  Subarticle  (i), the  Directors may  count  as
            issued  shares  any  Voting  Shares that  the  Company  is currently
            offering to its shareholders or prospective shareholders.

25.2.4  REFUSAL TO PERMIT VOTE

     Whenever in the opinion  of the Directors of  the Company, the purposes  as
stated  in Article 25.2.1 for which the transfer, voting and issue of the Voting
Shares are restricted would be jeopardized by the exercise of the voting  rights
attached  to Voting  Shares held by  or on  behalf of persons  in the Restricted
Class, the Directors may by resolution at any time and from time to time  direct
that  no person may exercise the voting rights attached to Voting Shares held by
or on behalf of one or more persons in the Restricted Class.

25.2.5   MATTERS WHICH  DIRECTORS CAN  CONSIDER IN  EXERCISING THEIR  POWERS  IN
RESPECT OF VOTING SHARES

     In  considering whether  the transfer,  voting or  issue of  a voting share
would, in  the opinion  of  the Directors,  jeopardize  the purposes  stated  in
Article  25.2.1 for which  the transfer, voting  and issue of  voting shares are
restricted and  in exercising  their powers  under Articles  25.2.2, 25.2.3  and
25.2.4,  the Directors  may have regard,  among other things,  to the likelihood
that outstanding rights to purchase any shares of the Company might be exercised
by persons who are members of the  Restricted Class, and to the likelihood  that
shares  of the Company registered in the name  of persons who are not members of
the Restricted Class are in fact  beneficially owned by persons who are  members
of the Restricted Class.

25.2.6  RULES

     (i)   The  Directors of the  Company may from  time to time  make, amend or
           repeal  any  rules  required  to  administer  the  restricted   share
           provisions  set  out  in  this  Article  25.2  and  in  Article 25.3,
           including, without limitation, rules:

        (a)   to require any person in  whose name Voting Shares are  registered
              to  furnish a statutory declaration  under the Canada Evidence Act
              declaring whether:

            (A)  the shareholder is the  beneficial owner of  the shares of  the
                 Company  or  holds  them  for a  beneficial  owner  and  if so,
                 identifying the beneficial owner;

            (B)  the shareholder or beneficial owner  of shares is an  Associate
                 of  any  other shareholder  and  if so,  identifying  the other
                 shareholder or beneficial owner;

                                       A-20
<PAGE>

            (C)  the shareholder or beneficial owner is a Canadian; and

            (D)  the shareholder  is subject  to any  arrangement requiring  the
                 shareholder to act in concert with respect to the shareholder's
                 interest   in  the  Company  with   any  other  shareholder  or
                 beneficial owner of  shares and  if so,  identifying the  other
                 shareholder  or beneficial owner  and disclosing particulars of
                 the arrangement, and declaring any  further or other facts  the
                 Directors  consider  relevant including,  without  limiting the
                 generality of the  foregoing, whether or  not a body  corporate
                 which  is a  shareholder or  which is  the beneficial  owner of
                 shares is an eligible  Canadian corporation within the  meaning
                 of  the  Direction or  any other  applicable Telecommunications
                 Legislation;

        (b)   to require any person seeking to have a transfer of a Voting Share
              registered in that person's name or to have a Voting Share  issued
              to that person to furnish a declaration similar to the declaration
              a  shareholder may be required  to furnish under paragraph (i)(a);
              and

        (c)   to determine the circumstances in which declarations are required,
              their form, content and the times when they are to be furnished.

     (ii)   Where a person is  required to furnish a  declaration pursuant to  a
            rule made under Subarticle (i), the Directors may refuse to register
            a  transfer of a  Voting Share to  that person or  to issue a Voting
            Share to  that  person  until  that  person  has  furnished  such  a
            declaration  and such  person shall not  be entitled to  vote at any
            meeting of Shareholders held thereafter unless that person  provides
            such  declaration forty-eight (48) hours prior  to the date and time
            of any such meeting.

     (iii)  In administering  these  provisions,  the  Directors,  any  officer,
            employee or agent of the Company may rely upon:

        (a)   a  statement made in a  declaration furnished under Subarticle (i)
              or (ii); and

        (b)   the knowledge of such Directors or any officer, employee or agent,

        and the Company, its Directors,  officers, employees and agents are  not
        liable  for anything done or  omitted by them in  good faith in reliance
        upon such statements or knowledge.

     (iv)  Where the Directors  are required  to determine the  total number  of
           Voting  Shares of the Company held by or on behalf of persons who are
           members of  the Restricted  Class, the  Directors may  calculate  the
           number of such shares as the total of:

        (a)   the  Voting Shares held by  every shareholder whose latest address
              as shown in the securities register is outside Canada; and

        (b)   the Voting Shares held by  every shareholder whose latest  address
              as  shown in the securities register is  in Canada but who, to the
              knowledge of a Director, officer, employee or agent of the Company
              is not a Canadian.

     (v)   The Directors may rely on the  securities register of the Company  to
           make the calculation under Subarticle (iv) as of the date that is not
           earlier than four (4) months before the date on which the calculation
           is made.

25.2.7  DISCLOSURE

     The  Directors shall cause to be  noted conspicuously the general nature of
these provisions in every:

     (i)   certificate representing Voting Shares;

     (ii)   management proxy circular;

     (iii)  prospectus, statement of material  facts, registration statement  or
            similar document; and

     (iv)  take-over  bid circular where the consideration for the shares of the
           offeree corporation is in whole or in part securities of the Company.

25.3  NON-VOTING SHARES:  The restrictions on the transfer of Non-Voting  Shares
(including,  without limitation, the Class B  Non-Voting shares) (as well as for
the purpose  of  Subarticles 25.3.2(i)  and  (ii),  other Shares)  shall  be  as
follows:

                                       A-21
<PAGE>

25.3.1  GENERAL NON-VOTING SHARE RESTRICTED SHARE PROVISIONS

     The  right of any holder  of Non-Voting Shares to  transfer such shares, is
restricted in the manner hereinafter set out, for the purposes of ensuring  that
the  Company, or any corporation  in which the Company  has a direct or indirect
interest through the holding  of shares in that  or other corporations,  remains
qualified  to  hold or  obtain any  Licence  pursuant to  any Telecommunications
Legislation  or   other   Licence   required   in  order   to   carry   on   any
Telecommunications  Business and ensuring that the Company or any corporation in
which  the   Company  has   such  an   interest  is   not  in   breach  of   any
Telecommunications  Legislation or the terms of  any Licence held by the Company
or such corporation required in order to carry on a Telecommunications Business.

25.3.2  REFUSAL TO REGISTER TRANSFERS

     (i)   Notwithstanding anything herein otherwise provided, the Directors  of
           the  Company shall  refuse to register  a transfer  of any Non-Voting
           Shares of the Company  if the transfer would,  in the opinion of  the
           Directors, jeopardize the purposes stated in Article 25.3.1 for which
           the transfer of Non-Voting Shares is restricted.

     (ii)   Without  limiting the generality of Subarticle 25.3.2(i), so long as
            any Telecommunications Legislation shall:

        (A)  prohibit the  issue  of any  Licence  to  the Company,  or  to  any
             corporation  in which the Company has a direct or indirect interest
             through the holding of shares in that or other corporations; or

        (B)  prohibit the retention or renewal of or result in the  cancellation
             of any Licence held by the Company, or any corporation in which the
             Company  has a direct  or indirect interest  through the holding of
             shares in that or other corporations;

        required in order to  carry on any  Telecommunications Business, (or  if
        any  terms  or conditions  of  any Licences  necessary  to carry  on any
        Telecommunications  Business  held  by  the  Company  or  held  by   any
        corporation  in  which the  Company has  a  direct or  indirect interest
        through the holding of  shares in that or  other corporations, would  be
        breached) if shares representing more than a specified percentage of the
        aggregate  paid-up capital  of the Company  are held by  persons who are
        members of a  Restricted Class  constituted under  such Legislation  (or
        Licence),  the  Directors  of the  Company  shall refuse  to  register a
        transfer of any Non-Voting Shares or other Shares to any person who is a
        member of the Restricted Class if:

        (a)   Shares held by  or on behalf  of persons in  the Restricted  Class
              represent   more  than  such  specified  percentage  (or  if  such
              Legislation  (or  Licence)  shall  contain  more  than  one   such
              provision,  the lowest such percentage so specified) (the "Paid-Up
              Capital Maximum Percentage")  of the aggregate  paid-up or  stated
              capital of the Company; or

        (b)   Shares  held by or on behalf of persons in the Restricted Class do
              not represent more than the Paid-Up Capital Maximum Percentage  of
              the  aggregate paid-up  capital of  the Company,  but the transfer
              would result in  the paid-up  capital represented  by such  shares
              held  by persons  in the  Restricted Class  to exceed  the Paid-Up
              Capital Maximum  Percentage of  the  aggregate paid-up  or  stated
              capital of the Company.

     (iii)  Without  limiting the generality of  Subarticles 25.3.2(i) and (ii),
            so   long   as   the   Direction   shall   prohibit   the   Canadian
            Radio-television  and Telecommunications  Commission from  issuing a
            Licence under the  Broadcasting Act  to the  Company (or  to or  any
            corporation  in which the Company has  a direct or indirect interest
            through the  holding of  shares in  that or  other corporations)  or
            renewing  any  such  Licence  held  by the  Company  (or  by  or any
            corporation in which the Company  has a direct or indirect  interest
            through  the holding  of shares  in that  or other  corporations) if
            Shares representing 20% (or some different specified percentage)  of
            the  aggregate paid-up capital  of the Company,  no Non-Voting Share
            and no other Share shall be transferred to a person who is a  member
            of   the  Restricted  Class  under  the  Direction  if,  immediately
            following its transfer, Shares  representing more than twenty  (20%)
            per  cent of the  aggregate paid-up capital of  the Company (or such
            different percentage thereof as may be specified, from time to time,
            under the Direction) would  be held by or  on behalf of persons  who
            are members of such Restricted Class.

     (iv)  In  considering whether  a transfer  of a  Non-Voting Share  or other
           Share would, in the opinion of the Directors, jeopardize the purposes
           stated in Article 25.3.1 for which the transfer of Non-Voting  Shares
           is  restricted  and in  exercising  their powers  under  this Article
           25.3.2, the Directors  may have  regard, among other  things, to  the
           likelihood  that outstanding rights  to purchase any  Shares might be
           exercised by persons who are members  of the Restricted Class and  to
           the  likelihood  that  Shares  registered  in  the  name  of  persons
                                       A-22
<PAGE>

           who are not members of the Restricted Class are in fact  beneficially
           owned by persons who are members of the Restricted Class.

25.3.3  RULES

     (i)   The  Directors of the  Company may from  time to time  make, amend or
           repeal  any  rules  required  to  administer  the  restrictions   and
           constraints  on  transfer set  out in  this Article  25.3, including,
           without limitation, rules:

        (a)   to  require  any  person  in  whose  name  Non-Voting  Shares  are
              registered  to furnish  a statutory  declaration under  the Canada
              Evidence Act declaring whether:

            (A)  the shareholder is the  beneficial owner of  the shares of  the
                 Company  or  holds  them  for a  beneficial  owner  and  if so,
                 identifying the beneficial owner, and

            (B)  the shareholder or beneficial owner is a Canadian,

            and declaring any further or  other facts as the Directors  consider
            relevant   including,  without   limiting  the   generality  of  the
            foregoing, whether or not a body corporate which is a shareholder or
            which is  the beneficial  owner of  shares is  an eligible  Canadian
            corporation within the meaning of the Direction;

        (b)   to  require any person seeking to  have a transfer of a Non-Voting
              Share registered in  that person's  name or to  have a  Non-Voting
              Share  issued to that  person to furnish  a declaration similar to
              the declaration a  shareholder may  be required  to furnish  under
              paragraph (i)(a); and

        (c)   to determine the circumstances in which declarations are required,
              their form, content and the times when they are to be furnished.

     (ii)   Where  a person is  required to furnish a  declaration pursuant to a
            rule made under Subarticle (i), the Directors may refuse to register
            a transfer of a  Non-Voting Share to that  person until that  person
            has furnished such a declaration.

     (iii)  In  administering these  provisions, the Directors  and any officer,
            employee or agent of the Company may rely upon:

        (a)   a statement made in a  declaration furnished under Subarticle  (i)
              or (ii), and

        (b)   the knowledge of such Directors or any officer, employee or agent,
              and the Company, its Directors, officers, employees and agents are
              not  liable for anything done or omitted  by them in good faith in
              reliance upon such statements or knowledge.

     (iv)  Where the Directors are  required to determine  the number of  Shares
           held  by or  on behalf  of persons  who are  members of  a Restricted
           Class, the Directors may calculate the  number of such shares as  the
           total of:

        (a)   the shares held by every shareholder whose latest address as shown
              in the securities register is outside Canada, and

        (b)   the shares held by every shareholder whose latest address as shown
              in  the securities register is in Canada but who, to the knowledge
              of a Director, officer, employee or agent of the Company is not  a
              Canadian.

     (v)   The  Directors may rely on the  securities register of the Company to
           make the calculation under Subarticle (iv) as of the date that is not
           earlier than four (4) months before the day on which the  calculation
           is made.

25.3.4  DISCLOSURE

     The  Directors shall cause to be  noted conspicuously the general nature of
these provisions in every:

     (i)   certificate representing Non-Voting Shares issued hereafter,

     (ii)   management proxy circular,

     (iii)  prospectus, statement of material  facts, registration statement  or
            similar document; and

     (iv)  take-over  bid circular where the consideration for the shares of the
           offeree corporation is in whole or in part securities of the Company.

                                       A-23
<PAGE>

                                  SECTION 26.
                 SPECIAL RIGHTS & RESTRICTIONS WITH RESPECT TO
                   THE CLASS A SHARES AND THE CLASS B SHARES

     The special rights, privileges, restrictions and conditions attached to the
Class A Voting shares (hereinafter in  these Articles the "Class A shares")  and
the  Class  B Non-Voting  shares  (hereinafter in  these  Articles the  "Class B
shares") are as follows:

26.1  The holders of the Class  B shares shall be entitled to receive  dividends
from  any funds of the Company at  the time legally available for dividends, if,
as and when declared by the Board at the rate of up to Five Cents (5c) per share
per annum.  The holders  of the  Class A  shares shall  be entitled  to  receive
dividends  from  any funds  of the  Company  at the  time legally  available for
dividends, if, as and when declared by the Board at the rate of up to Five Cents
(5c) per share per annum. The holders of the Class A shares shall be entitled to
receive dividends from any  funds of the Company  at the time legally  available
for  dividends, if, as and when declared by the  Board at the rate of up to Five
Cents (5c) per share per annum, provided that no such dividend shall be paid  in
any year unless and until there shall have been paid or set aside in such a year
a  dividend at the rate  of Five Cents (5c)  per share per annum  on the Class B
shares. Thereafter, the Class A shares and the Class B shares shall  participate
equally  share for share as  to dividends and all  dividends which the directors
may determine to declare and pay in any year on the Class A shares and the Class
B shares shall be declared and paid or set aside in equal or equivalent  amounts
per  share on  all the Class  A shares and  all the  Class B shares  at the time
outstanding without preference or distinction.

26.2  Neither the  Class A shares  nor the Class B  shares shall be  subdivided,
consolidated,  reclassified or otherwise changed in number of outstanding shares
unless contemporaneously  therewith the  other class  of shares  is  subdivided,
consolidated, reclassified or otherwise so changed in the same proportion and in
the same manner.

26.3   In the event of the liquidation, dissolution or winding up of the Company
or  other  distribution  of  property  and  assets  of  the  Company  among  its
shareholders for the purpose of winding up its affairs or for any other purpose,
notwithstanding any difference between the amount of capital paid on the Class A
shares  and the amount of capital  paid on the Class B  shares, or the fact that
the Class B shares are par value shares, whereas the Class A shares are not, all
the property and assets of the Company available for distribution to the holders
of the Class A shares  and Class B shares shall  be paid or distributed  equally
share  for  share to  the  holders of  Class  A shares  and  the Class  B shares
respectively, without preference  or distinction except  that the provisions  of
this  Article 26.3 shall be subject to the preferences as to dividends stated in
Article 26.1.

26.4  The Class A shares shall entitle the holders thereof to receive notice  of
and  to attend and to vote in respect of  each Class A share held at any and all
meetings of  the shareholders  of the  Company other  than any  meetings of  the
holders  of a particular class of shares of which the Class A shares do not form
a part. Each holder of one or more  Class A shares shall be entitled as such  to
twenty-five (25) votes in respect of each Class A share held. The Class B shares
shall entitle the holders thereof to receive notice of and to attend, but not to
vote,  at any and all meetings of the shareholders of the Company other than any
meetings of the holders  of a particular  class of shares of  which the Class  B
shares do not form a part.

26.5   Each holder  of Class A shares  shall be entitled  at the holder's option
(subject as hereinafter provided) to have all or any of the Class A shares  held
by  the holder converted into Class B shares as the same shall be constituted at
the time of  conversion upon the  basis of one  Class B share  for each Class  A
share  in respect  of which the  conversion right is  exercised. Such conversion
right may  be exercised  at any  time  or from  time to  time, except  when  the
transfer  books of the Company are closed,  by notice in writing to the transfer
agent for the Class B  shares of the Company  accompanied by the certificate  or
certificates  representing Class A shares and such notice shall be signed by the
person registered on the  records of the  Company as the holder  of the Class  A
shares in respect of which such right is being exercised or by the person's duly
authorized  attorney and shall  specify the number  of Class A  shares which the
holder desires to have converted. Upon receipt of such notice, the Company shall
issue certificates representing Class B  shares upon the basis above  prescribed
and  in accordance with  the provisions hereof  to the registered  holder of the
Class A shares represented by the certificate or certificates accompanying  such
notice.  If less than all the Class  A shares represented by any certificate are
to be converted, the holder shall be  entitled to receive a new certificate  for
the Class A shares representing the shares comprised in the original certificate
which are not to be converted.

26.6   All shares resulting from any conversion of issued and fully paid Class A
shares shall be deemed to be fully paid and non-assessable.

                                       A-24
<PAGE>

26.7  Save as  herein stated, each Class  A share and each  Class B share  shall
have the same rights and attributes and be the same in all respects.

26.8   Notwithstanding the preferential dividend  rights attached to the Class B
shares as hereinbefore provided and  notwithstanding that any declared  monetary
amount  of any stock dividend paid on one  class of shares may be different from
the declared monetary amount  of the stock dividend  paid simultaneously on  the
other class of shares, the Board may, at any time and from time to time, declare
and pay a stock dividend:

     (i)   payable in Class A shares on the Class A shares; provided that at the
           same  time a stock  dividend payable either  in Class A  shares or in
           Class B shares is declared and paid in the same number of shares  per
           share on the Class B shares;

     (ii)   payable  in Class B shares  on the Class A  shares; provided that at
            the same time a stock dividend  payable either in Class A shares  or
            in  Class B shares is declared and paid in the same number of shares
            per share on the Class B shares;

     (iii)  payable in Class A  shares on the Class  B shares; provided that  at
            the  same time a stock dividend payable  either in Class A shares or
            in Class B shares is declared and paid in the same number of  shares
            per share on the Class A shares; or

     (iv)  payable in Class B shares on the Class B shares; provided that at the
           same  time a stock  dividend payable either  in Class A  shares or in
           Class B shares is declared and paid in the same number of shares  per
           share on the Class A shares.

                                  SECTION 27.
      SPECIAL RIGHTS AND RESTRICTIONS WITH RESPECT TO THE PREFERRED SHARES

27.1    PREFERRED  SHARES:   The  special rights,  privileges,  restrictions and
conditions attaching to the Preferred Shares shall be as follows:

27.1.1  The Preferred Shares may at any time and from time to time be issued  in
one  or more  series, each series  to consist of  such number of  shares as may,
before issuance  of such  series, be  fixed by  the Directors  by resolution  in
accordance  with the procedure set  forth in the Act  respecting the issuance of
shares in series.

27.1.2  The Directors of the Company  may (subject to the limitations set  forth
in  these Articles  and in  the Act)  fix by  resolution in  accordance with the
procedure set forth in the Act respecting  the issuance of shares in series  and
prior  to the issuance of any shares  of a particular series of Preferred Shares
authorized to be issued, the  designation, rights, privileges, restrictions  and
conditions  to  attach  to  the  Preferred  Shares  of  that  particular series,
including, without  limiting  the  generality  of the  foregoing,  the  rate  of
preferential  dividends, and  whether or not  the same shall  be cumulative, the
dates of payment thereof, the right, if any, to participate in further dividends
and other  distributions by  the Company,  the redemption  price and  terms  and
conditions  of redemption, including the  rights, if any, of  the holders of the
Preferred Shares of such  series to require the  redemption thereof, the  voting
rights  and conversion rights (if any) and any redemption fund, purchase fund or
other provisions to be attached to the Preferred Shares of such series.

27.1.3  When in the case of any Preferred Shares, any fixed cumulative dividends
or amounts payable on  a return of  capital are not paid  in full in  accordance
with  the  respective terms  thereof, the  Preferred Shares  of all  series then
issued and  outstanding shall  participate rateably  in respect  of  accumulated
dividends,  if any, in  accordance with the  sums which would  be payable on the
Preferred Shares if all such  dividends were declared and  paid in full, and  on
any  return  of capital  in accordance  with the  sums, if  any, which  would be
payable on such return of capital if all sums so payable were paid in full.

27.1.4  The Preferred Shares  shall be entitled to  preference over the Class  A
shares  and Class B  shares of the Company  and any other  shares of the Company
ranking junior to the Preferred Shares with respect to fixed dividends, if  any,
that  may be  payable on  the Preferred Shares  or any  series of  them by their
respective terms and no dividends  shall at any time be  declared or paid on  or
set  aside for payment  on such Class  A shares or  Class B shares  or any other
shares of the Company  ranking junior to the  Preferred Shares unless and  until
all  fixed  dividends up  to and  including  the dividend  payable for  the last
completed period for which such fixed dividends shall be payable on each  series
of  Preferred Shares then  issued and outstanding, shall  have been declared and
paid or set  aside for payment  at the date  of such declaration  or payment  or
setting  aside for payment on such Class A shares or Class B shares or any other
shares of the Company ranking junior  to the Preferred Shares; provided that  if
the Directors of the Company so specify in the

                                       A-25
<PAGE>

rights,  privileges, restrictions and conditions attached to a particular series
of Preferred Shares authorized  to be issued, nothing  herein shall prevent  the
Preferred Shares of such series participating in dividends that are not fixed as
to  amount, subject  to such  limitations as the  Directors may  provide in such
rights, privileges, restrictions and conditions, on  a share for share basis  or
otherwise, as the Directors may provide in such rights, privileges, restrictions
and  conditions, on a  parity with the Class  A shares or Class  B shares or any
other shares  of  the  Company  ranking junior  to  the  Preferred  Shares.  The
Preferred  Shares may  also be  given such  other preferences  over the  Class A
shares or Class  B shares of  the Company and  any other shares  of the  Company
ranking  junior to the Preferred Shares as may  be fixed by the Directors of the
Company in  the  respective  rights,  privileges,  restrictions  and  conditions
attached to each series from time to time authorized to be issued.

27.1.5   No rights, privileges, restrictions  or conditions attached to a series
of Preferred Shares authorized to be issued hereunder shall confer upon a series
of Preferred Shares a priority in  respect of cumulative dividends or return  of
capital over any other series of Preferred Shares then issued and outstanding.

27.1.6   Subject to the provisions of the Act and the provisions attached to any
particular series of  Preferred Shares, Preferred  Shares of any  series, if  so
provided in the rights, privileges, restrictions and conditions attached to such
series,  may be purchased for cancellation or  made subject to redemption at the
option of the Company or the holder thereof at such times and at such prices and
upon such  other  terms  and conditions  as  may  be specified  in  the  rights,
privileges,  restrictions and  conditions attaching  to the  Preferred Shares of
such series.

27.1.7  Subject to the provisions of the Act and the provisions attached to  any
particular  series of  Preferred Shares, Preferred  Shares of any  series, if so
provided in the rights, privileges, restrictions and conditions attached to such
series, may be converted into any other  series of Preferred Shares or into  any
other  securities of  the Company  or any other  corporation or  other issuer of
securities, at such times and upon such terms and conditions as may be specified
in  the  rights,  privileges,  restrictions  and  conditions  attaching  to  the
Preferred Shares of such series.

27.1.8   Subject  to the provisions  of the  Act, no holder  of Preferred Shares
shall be  entitled, as  such, to  any  pre-emptive right  to subscribe  for  the
purchase  or to receive any part of any issue of shares, or of bonds, debentures
or other  securities of  the  Company whether  now  or hereafter  authorized  or
issued;  provided, however, that notwithstanding  the foregoing, if so specified
in the rights, privileges, restrictions and conditions attached to a  particular
series  of Preferred Shares authorized to be  issued, the holders of such series
of Preferred  Shares may  be given  a  pre-emptive right  to subscribe  for  the
purchase  or  to receive  all or  a part  of the  issue of  shares or  of bonds,
debentures  or  other  securities  of  the  Company  whether  now  or  hereafter
authorized  or issued upon such terms and conditions as may be specified in such
rights, privileges, restrictions and conditions.

27.1.9  The special rights, privileges, restrictions and conditions attached  to
the Class A shares and Class B shares are subject in all respects to the rights,
privileges,  restrictions  and  conditions  attached  to  the  Preferred  Shares
hereinbefore provided and to the rights, privileges, restrictions and conditions
attached to any series of Preferred Shares hereinafter issued and outstanding.

27.1.10  Notwithstanding any other provision  of this Section 27, the  Directors
of  the Company may not by resolution  or otherwise attach any right, privilege,
restriction, or condition to any series  of Preferred Shares that is  designated
by the Directors of the Company after May 30, 2003, or whose rights, privileges,
restrictions  or conditions are  altered or varied  pursuant to Article 27.1.11,
that entitles or would entitle the holder  or holders of the shares of any  such
series  to vote at any general meeting  of the Company, and the Preferred Shares
of any such series  shall have no right  to vote at any  general meeting of  the
Company.

27.1.11   The  Directors may by  resolution do one  or more of  the following in
relation to a series of shares to be issued or a series of shares of which there
are no issued shares:

     (i)   determine the maximum number of shares of any of the series of shares
           that the Company is authorized to  issue, determine that there is  no
           maximum number or alter any determination made under this clause (i),
           and authorize the alteration of the notice of articles accordingly;

     (ii)   alter  the Articles, and  authorize the alteration  of the notice of
            articles, to create an identifying name  by which the shares of  any
            of  the series of shares that the Company is authorized to issue may
            be identified or to  alter any identifying  name created under  this
            clause (ii);

                                       A-26
<PAGE>

     (iii)  alter  the Articles, and  authorize the alteration  of the notice of
            articles, to attach special rights or restrictions to the shares  of
            any  of the series of shares that the Company is authorized to issue
            or to alter any such special rights or restrictions.

SERIES XXVII PREFERRED SHARES

27.2    In  addition  to  the  special  rights,  privileges,  restrictions,  and
conditions  attached  to  the Preferred  Shares  as  a class,  the  Series XXVII
Preferred Shares  shall  have attached  thereto  the following  further  rights,
privileges, restrictions and conditions:

27.2.1  Redemption Privilege.  Subject to the provisions of the Act and provided
that  all dividends  accrued up to  the date  of redemption on  the Series XXVII
Preferred shares then outstanding have  been declared and paid, the  Corporation
may,  upon giving  notice or upon  notice being waived  as hereinafter provided,
redeem the whole or any part of the Series XXVII Preferred Shares on payment for
each such share to be redeemed of the amount of $1,000 (the "Redemption Price").
The Redemption  Price  may,  at the  option  of  the Corporation,  be  paid  and
satisfied  in  whole or  in  part: (a)  by  the issuance  to  the holder  by the
Corporation of a  promissory note for  a principal sum  equal to the  Redemption
Price,  or such part thereof as is to be satisfied by the promissory note, which
is payable on demand, provides  for interest after the  date of issuance on  the
unpaid  balance  at  a  rate  equal  to  the  annual  rate  established  by  The
Toronto-Dominion Bank at its head office  in Toronto, Ontario from time to  time
as  being its reference  rate of interest used  by it to  determine the rates of
interest it will  charge for loans  made in  Canada in Canadian  dollars to  its
preferred commercial customers (hereinafter referred to as "Prime") plus one and
one-half  percent (1 1/2%) per annum,  calculated and payable monthly in arrears
on the last date of  each month, and provides that  the balance of any  interest
accrued  and unpaid to the  date on which the principal  amount is paid shall be
due and payable  on such date  and that any  interest not paid  on its due  date
shall  itself bear interest  at the above rate,  compounded monthly and entitles
the Corporation to prepay the  whole or any part  of the unpaid principal  under
such  promissory note, upon payment of  interest accrued on the unpaid principal
balance to the  date of  payment; or  (b) by  the assignment  or endorsement  in
favour  of the holder of a promissory note made by an affiliate (as such term is
defined in the Act, as amended from time to time, or any successor  legislation)
for  a  principal  sum or  for  a portion  of  the  principal sum  equal  to the
Redemption Price, or such part thereof as  is to be satisfied by the  promissory
note,  which is  payable on  demand and  which the  board of  directors in their
discretion has determined has a  value not less than  the value of a  promissory
note  of the Corporation for  a principal sum equal  to the Redemption Price, or
such part thereof as is to be satisfied by the promissory note of the affiliate,
which might be issued under  clause (a) of this Article  27.2.1. In case a  part
only  of the then outstanding Series XXVII Preferred Shares is at any time to be
redeemed, subject  to applicable  law, the  shares so  to be  redeemed shall  be
selected  in such manner as  the directors in their  discretion shall decide and
need not be  redeemed pro rata  or selected  by lot. The  Corporation shall,  at
least  one (1) day before the date specified for redemption, send to each person
who at the  date of sending  is a  registered holder of  Series XXVII  Preferred
Shares to be redeemed a notice in writing of the intention of the Corporation to
redeem  such  Series XXVII  Preferred Shares,  or  alternatively, notice  may be
waived or the time for the sending of the notice may be waived at any time  with
the  consent in writing of the holders  of such Series XXVII Preferred Shares to
be redeemed. Notice may be mailed in a pre-paid envelope addressed to each  such
shareholder  at its address as  it appears in the  records of the Corporation or
its transfer agent, or alternatively, such notice may be delivered personally to
such shareholder; provided, however,  that accidental failure  to give any  such
notice  to one or  more such shareholders  shall not affect  the validity of the
redemption. Such  notice shall  set out  the Redemption  Price and  the date  of
redemption.  If notice of any such redemption  has been given by the Corporation
or waived in the manner aforesaid and an amount sufficient to redeem the s hares
has been paid (whether in cash or by promissory note, as above provided) to  the
holder  of the Series  XXVII Preferred Shares  to be redeemed  or deposited in a
special account with any trust company or chartered bank in Canada, the  holders
thereof  shall  thereafter have  no rights  against  the Corporation  in respect
thereof except, upon the surrender of  certificates for such shares, to  receive
payment  therefor. Series XXVII Preferred Shares  redeemed as aforesaid shall be
cancelled.

27.2.2  Cumulative Dividends.  The holders of the Series XXVII Preferred  Shares
shall  be entitled to receive, subject to  the provisions of the Act, as amended
from time  to  time,  or  any  successor  legislation,  fixed,  cumulative  cash
dividends  at the rate of Prime plus  one and three-quarter percent (1 3/4%) per
annum of the Redemption  Price. Dividends on the  Series XXVII Preferred  Shares
shall  accrue  on  a daily  basis  from the  date  of original  issue,  shall be
calculated on the basis  of a 365  day year and,  save as hereinafter  provided,
shall  be payable quarterly in lawful money of Canada on the first day following
the last day in the month of each of March, June, September and December,  other
than a

                                       A-27
<PAGE>

Saturday  or Sunday, on  which the main  branch of The  Toronto-Dominion Bank in
Toronto, Ontario, is open  for business (each  an "Established Dividend  Payment
Date"). Alternatively, if the directors so determine, dividends shall be payable
on  any day  (an "Alternate  Dividend Payment  Date") following  the immediately
preceding Established  Dividend Payment  Date and  before the  next  Established
Dividend  Payment Date.  An Established Dividend  Payment Date  and an Alternate
Dividend Payment Date are  each hereinafter referred to  as a "Dividend  Payment
Date".

If  on any Dividend Payment Date the dividends accrued to such date are not paid
in full  on all  of the  Series XXVII  Preferred Shares  then outstanding,  such
dividends,  or  the  unpaid  part  thereof, shall  be  paid  on  the  first date
thereafter on  which  the  Corporation shall  have  sufficient  monies  properly
applicable  to the payment of same. The holders of Series XXVII Preferred Shares
shall not be entitled to any dividends other than or in excess of the cumulative
dividends herein provided for.

The Corporation shall not redeem or  purchase for cancellation any Series  XXVII
Preferred  shares then  outstanding unless all  dividends accrued  on the Series
XXVII Preferred  shares up  to the  date  of redemption  or purchase  have  been
declared and paid.

The  Corporation  shall  not  call  for redemption  or  redeem  or  purchase for
cancellation or make any capital distribution in respect of or otherwise pay off
or retire any shares of  the Corporation ranking on a  parity with or junior  to
the  Series  XXVII Preferred  Shares unless  all dividends  on the  Series XXVII
Preferred Shares up  to and including  the dividend payable  on the  immediately
preceding  Dividend Payment Date shall have been  declared and paid or set aside
for payment  at the  date of  such call  for redemption,  redemption,  purchase,
distribution, retirement or other payment off.

27.2.3   Purchase by the Corporation.  Subject  to the Act, as amended from time
to time, or any successor legislation,  and provided that all dividends  accrued
up  to  the date  of  the purchase  on the  Series  XXVII Preferred  shares then
outstanding have been declared and paid, the Corporation may at any time or from
time to time purchase for cancellation the whole or any part of the Series XXVII
Preferred Shares outstanding from time to time  at the lowest price at which  in
the  opinion of the directors of the Corporation such shares are obtainable, but
such price shall  not in any  case exceed  the Redemption Price,  plus costs  of
purchase, and any shares so purchased shall be cancelled.

27.2.4    Liquidation,  Dissolution  or  Winding  Up.    In  the  event  of  the
liquidation, dissolution or winding up of the Corporation, whether voluntary  or
involuntary,  or in the  event of any  other distribution of  property or assets
among its shareholders for the purpose of winding up its affairs, the holders of
the Series XXVII Preferred Shares shall  be entitled to receive an amount  equal
to  the Redemption Price, together with an amount equal to all unpaid cumulative
dividends which shall have accrued thereon, whether or not declared, and  which,
for  such  purpose,  shall  be  treated  as accruing  up  to  the  date  of such
distribution, before any amount shall be paid or any property or assets shall be
distributed to the holders of the Class A shares or Class B shares or any shares
of any other  class ranking  junior to the  Series XXVII  Preferred Shares  with
respect  to the return  of capital. After  payment to the  holders of the Series
XXVII Preferred Shares  of the amounts  so payable  to them, they  shall not  be
entitled  to share further in the distribution  of the property or assets of the
Corporation.

27.2.5  No  Right to Notice  of Meetings  or to Vote.   Subject to  the Act,  as
amended  from time  to time,  or any successor  legislation, the  holders of the
Series XXVII Preferred Shares shall not be entitled as such to receive of or  to
attend  any meeting  of the  shareholders of  the Corporation  and shall  not be
entitled to any vote at any such meeting.

SERIES XXX PREFERRED SHARES

27.3   In  addition  to  the rights,  privileges,  restrictions  and  conditions
attached  to the Preferred Shares,  as a class, the  Series XXX Preferred Shares
shall  have  attached   thereto  the  following   further  rights,   privileges,
restrictions and conditions:

27.3.1  Redemption Privilege.

     (a)   Redemption  Right.  Subject to the  provisions of the Act, as amended
           from time to time, or any successor legislation, the Corporation may,
           upon giving  notice  or  upon  notice  being  waived  as  hereinafter
           provided,  redeem the whole  or any part of  the Series XXX Preferred
           shares on payment for each such share to be redeemed of the amount of
           One Thousand  Dollars ($1,000)  (the "Redemption  Amount"),  together
           with  an  amount  equal  to all  declared  and  unpaid non-cumulative
           dividends thereon up to the  date of such redemption (the  Redemption
           Amount  plus the  amount of  such declared  and unpaid  dividends are
           hereinafter called the "Redemption Price").

                                       A-28
<PAGE>

     (b)   Payment of  Redemption Price  by Promissory  Note or  Property.   The
           Redemption  Price may, at the option  of the Corporation, be paid and
           satisfied in whole or in part: (1)  by the issuance to the holder  by
           the Corporation of a promissory note for a principal sum equal to the
           Redemption  Price, or such part thereof as  is to be satisfied by the
           promissory note, which is payable  on demand, and which provides  for
           interest  after the  date the promissory  note is made  on the unpaid
           principal balance at a rate equal  to the annual rate established  by
           The Toronto-Dominion Bank at its head office in Toronto, Ontario from
           time  to time as being  its reference rate of  interest used by it to
           determine the rates  of interest  it will  charge for  loans made  in
           Canada  in  Canadian dollars  to  its preferred  commercial customers
           (hereinafter referred  to  as "Prime"),  plus  two percent  (2%)  per
           annum,  calculated and payable monthly in arrears on the last date of
           each month, provided  that the  balance of any  interest accrued  and
           unpaid to the date on which the principal amount is paid shall be due
           and  payable on such date  and that any interest  not paid on its due
           date shall itself bear interest at the above rate, compounded monthly
           and that such promissory note shall entitle the Corporation to prepay
           the whole or any part of  the unpaid principal under such  promissory
           note,  upon  payment  of  interest accrued  on  the  unpaid principal
           balance to  the  date  of  payment;  or  (2)  by  the  assignment  or
           endorsement  in favour of the holder of  a promissory note made by an
           affiliate (as such term is defined in the Business Corporations  Act,
           as  amended from  time to time,  or any successor  legislation) for a
           principal sum or  for a  portion of the  principal sum  equal to  the
           Redemption  Price, or such part thereof as  is to be satisfied by the
           promissory note, which is  payable on demand and  which the board  of
           directors  of the Corporation in its  discretion has determined has a
           value not less than the value of a promissory note of the Corporation
           for a  principal sum  equal to  the Redemption  Price, or  such  part
           thereof  as  is  to  be  satisfied  by  the  promissory  note  of the
           affiliate, which might be issued under clause (1) of this  Subarticle
           27.3.1(b); or (3) by the transfer and assignment to the holder by the
           Corporation  of  property  of  the  Corporation  which  the  board of
           directors of the Corporation in  its discretion has determined has  a
           value  not less than the Redemption Price, or such part thereof as is
           to be satisfied by such property.

     (c)   Partial Redemption.   In case  a part  only of  the then  outstanding
           Series XXX Preferred shares is at any time to be redeemed, the shares
           so  to be redeemed  shall, subject to applicable  law, be selected in
           such manner as  the directors  in their discretion  shall decide  and
           need  not be redeemed pro  rata or selected by  lot and the directors
           may make such adjustments as may be necessary to avoid the redemption
           of fractional parts of shares.

     (d)   Notice of Redemption and Rights  of Holders.  The Corporation  shall,
           at  least one (1) day before  the date specified for redemption, send
           to each person who at the date  of sending is a registered holder  of
           Series XXX Preferred shares to be redeemed a notice in writing of the
           intention  of  the Corporation  to redeem  such Series  XXX Preferred
           shares, or  alternatively,  notice may  be  waived or  the  time  for
           sending  of the notice may be waived  at any time with the consent in
           writing of  holders  of  such  Series  XXX  Preferred  shares  to  be
           redeemed.  Notice may  be mailed in  a prepaid  envelope addressed to
           each such shareholder at his address as it appears on the records  of
           the  Corporation or its transfer agent, or alternatively, such notice
           may be delivered personally  to such shareholder; provided,  however,
           that  accidental failure to  give any such  notice to one  or more of
           such shareholders shall  not affect the  validity of the  redemption.
           Such  notice  shall set  out  the Redemption  Price  and the  date of
           redemption. If  notice  of  any  such  redemption  be  given  by  the
           Corporation   or  waived  in  the  manner  aforesaid  and  an  amount
           sufficient to redeem the shares has been paid (whether in cash or  by
           promissory  note or  by the transfer  and assignment  of property, as
           above provided) to the holder of  the Series XXX Preferred shares  to
           be  redeemed or deposited with any trust company or chartered bank in
           Canada, on  or before  the  date fixed  for redemption,  the  holders
           thereof  shall thereafter have  no rights against  the Corporation in
           respect thereof except, upon the  surrender of certificates for  such
           shares,   to  receive  payment  therefor,  and  except,  for  greater
           certainty, to  receive  any declared  and  unpaid dividends  on  such
           shares.  Series XXX Preferred  shares redeemed as  aforesaid shall be
           cancelled.

27.3.2  Retraction Privilege.

     (a)   Tender and  Request.   Subject  to the  provisions  of the  Act,  the
           registered  holders of Series XXX  Preferred shares shall be entitled
           to require the  Corporation to redeem  at any time  and from time  to
           time all or any part of the Series XXX Preferred shares registered in
           the  name of such holder on the books of the Corporation by tendering
           to  the  Corporation   at  its  head   office  a  share   certificate
           representing the Series XXX Preferred

                                       A-29
<PAGE>

           shares  which the registered  holder desires to  have the Corporation
           redeem together with a request in writing specifying;

        (A)  that the  registered holder  desires  to have  all or  a  specified
             number  of  the Series  XXX  Preferred shares  represented  by such
             certificate redeemed by the Corporation; and

        (B)  the business  day  (in  this  Article 27.3.2  referred  to  as  the
             "redemption  date")  on  which  the  holder  desires  to  have  the
             Corporation redeem such  Series XXX Preferred  shares. Requests  in
             writing  shall specify  a redemption date  which shall  be not less
             than four (4) days after the  date on which the request in  writing
             is  given to  the Corporation,  unless the  Corporation consents in
             writing to an  earlier redemption date.  The registered holders  of
             any  Series  XXX  Preferred shares  may,  with the  consent  of the
             Corporation, revoke  such request  prior  to the  redemption  date.
             Subject  to receipt of a  share certificate representing the Series
             XXX Preferred shares  which the registered  holder desires to  have
             the   Corporation  redeem   together  with  such   a  request,  the
             Corporation shall on  the redemption date,  redeem such Series  XXX
             Preferred  shares  by paying  to such  registered holder  an amount
             equal to the Redemption Price.

     (b)   Payment by Promissory Note or by Property.  The aggregate  Redemption
           Price  of all Series XXX Preferred shares  held by a holder which are
           redeemed may, at the option of the Corporation, be satisfied in whole
           or in part  by the issuance  to the  holder by the  Corporation of  a
           promissory note for a principal sum equal to the aggregate Redemption
           Price  or such part thereof  as is to be  satisfied by the promissory
           note, or by the assignment or endorsement in favour of the holder  of
           a  promissory note  made by  an affiliate  for a  principal sum  or a
           portion of the principal sum equal to the aggregate Redemption  Price
           or such part thereof as is to be satisfied by the promissory note, or
           by  the transfer and assignment of property of the Corporation having
           a value equal to the aggregate Redemption Price or such part  thereof
           as  is to be satisfied by the transfer and assignment of the property
           on the terms provided in Subarticle 27.3.1(b) above.

     (c)   Rights of Holders.  From and  after the redemption date, the  holders
           of  the Series XXX  Preferred shares to  be redeemed shall thereafter
           have no  rights against  the Corporation  in respect  thereof  unless
           payment  of the Redemption Price (whether  in cash or by a promissory
           note or  by  the  transfer  and  assignment  of  property,  as  above
           provided)  is not  made on  the redemption  date, in  which event the
           rights of the  holders of  the said shares  shall remain  unaffected.
           Series XXX Preferred shares redeemed as aforesaid shall be cancelled.

27.3.3   Price Adjustment.  If at any  time when any Series XXX Preferred shares
are issued and outstanding, the  Corporation determines that the aggregate  fair
market  value of all property transferred or sold to the Corporation in exchange
for Series XXX  Preferred shares (the  "Acquired Property") is  greater or  less
than  the aggregate of the  Redemption Price of all  Series XXX Preferred shares
issued in connection with the acquisition  of the Acquired Property, and all  of
the  holders of the issued and outstanding Series XXX Preferred shares concur in
such determination, then the resultant deficiency or excess in the aggregate  of
the  Redemption Price  of all Series  XXX Preferred shares  issued in connection
with the acquisition of the Acquired Property shall be divided by the  aggregate
number  of Series XXX Preferred shares issued in connection with the acquisition
of the Acquired Property  (whether or not then  outstanding) and the  Redemption
Price shall be increased or decreased by the resultant quotient accordingly.

27.3.4    Non-Cumulative Dividends.   The  holders of  the Series  XXX Preferred
shares shall, in each fiscal year of the Corporation, in preference and priority
to any  payment of  dividends on  any other  shares of  the Corporation  ranking
junior to the Series XXX Preferred shares for such year, be entitled to receive,
subject  to the provisions of the Act as  and when declared by the directors out
of moneys of  the Corporation properly  applicable to dividends,  non-cumulative
cash  dividends at the rate of nine and one half percent (9.5%) per annum of the
Redemption Amount for such shares. Dividends on the Series XXX Preferred  shares
issued  in a  fiscal year  shall be  calculated from  their respective  dates of
issue. The directors shall be  entitled, from time to  time, to declare part  of
the  non-cumulative cash dividend for any  fiscal year notwithstanding that such
dividend for such fiscal year  shall not be declared in  full. If in any  fiscal
year  of the Corporation the directors in their discretion shall not declare the
said dividend or any part  thereof on the Series  XXX Preferred shares for  such
fiscal  year, then the rights of the  holders of the Series XXX Preferred shares
to such  dividend or  undeclared part  thereof  for such  fiscal year  shall  be
forever  extinguished. If in any year, after  providing for the full dividend on
the Series  XXX Preferred  shares  there shall  remain  any profits  or  surplus
available for dividends, such profits or surplus or any part thereof may, in the
discretion  of the  directors, be  applied to dividends  on shares  of any class
ranking junior to  the Series XXX  Preferred shares. The  holders of Series  XXX
Preferred shares

                                       A-30
<PAGE>

shall  not  be  entitled  to  any  dividend  other  than  or  in  excess  of the
non-cumulative dividends at the rate hereinbefore provided for.

27.3.5  Purchase by the Corporation.  Subject to the Business Corporations  Act,
as  amended from  time to  time, or  any successor  legislation, the Corporation
shall have the right at its option at any time and from time to time to purchase
the whole or any part of the Series XXX Preferred shares at the lowest price  at
which,  in the  opinion of  the directors,  such shares  are obtainable  but not
exceeding the  Redemption Price  thereof (the  "Purchase Price").  The  Purchase
Price  may, at the option of the Corporation be paid and satisfied in the manner
provided for in Subarticle  27.3.1(b) hereof. Any shares  so purchased shall  be
cancelled.

27.3.6    Liquidation,  Dissolution  or  Winding  Up.    In  the  event  of  the
liquidation, dissolution or winding up of the Corporation, whether voluntary  or
involuntary,  or in the  event of any  other distribution of  property or assets
among its members for  purposes of winding  up its affairs,  the holders of  the
Series  XXX Preferred  shares shall be  entitled to receive,  subject to Article
27.3.4 hereof, but  before any distribution  of any  part of the  assets of  the
Corporation  among  the holders  of any  other  shares, an  amount equal  to the
Redemption Price for each issued and outstanding Series XXX Preferred share.

27.3.7  No Voting Rights; Notice of  Meetings.  Subject to the Act, the  holders
of  the Series XXX Preferred  shares shall not, as  such, be entitled to receive
notice of or to attend  any meeting of the  shareholders of the Corporation  and
shall not be entitled to any vote at any such meeting.

SERIES XXXI PREFERRED SHARES

27.4    In  addition  to the  rights,  privileges,  restrictions  and conditions
attached to the Preferred Shares, as  a class, the Series XXXI Preferred  Shares
shall   have  attached   thereto  the  following   further  rights,  privileges,
restrictions and conditions:

27.4.1  Redemption Privilege.

     (a)   Redemption Right.  Subject to the  provisions of the Act, as  amended
           from time to time, or any successor legislation, the Corporation may,
           upon  giving  notice  or  upon  notice  being  waived  as hereinafter
           provided, redeem the whole or any  part of the Series XXXI  Preferred
           shares on payment for each such share to be redeemed of the amount of
           One  Thousand  Dollars ($1,000)  (the "Redemption  Amount"), together
           with an  amount  equal to  all  accrued unpaid  cumulative  dividends
           thereon up to the date of such redemption (the Redemption Amount plus
           the  amount  of such  accrued  and unpaid  dividends  are hereinafter
           called the "Redemption Price").

     (b)   Payment of  Redemption Price  by Promissory  Note or  Property.   The
           Redemption  Price may, at the option  of the Corporation, be paid and
           satisfied in whole or in part: (1)  by the issuance to the holder  by
           the Corporation of a promissory note for a principal sum equal to the
           Redemption  Price, or such part thereof as  is to be satisfied by the
           promissory note, which is payable  on demand, and which provides  for
           interest  after the  date the promissory  note is made  on the unpaid
           principal balance at a rate equal  to the annual rate established  by
           The Toronto-Dominion Bank at its head office in Toronto, Ontario from
           time  to time as being  its reference rate of  interest used by it to
           determine the rates  of interest  it will  charge for  loans made  in
           Canada  in  Canadian dollars  to  its preferred  commercial customers
           (hereinafter referred  to  as "Prime"),  plus  two percent  (2%)  per
           annum,  calculated and payable monthly in arrears on the last date of
           each month, provided  that the  balance of any  interest accrued  and
           unpaid to the date on which the principal amount is paid shall be due
           and  payable on such date  and that any interest  not paid on its due
           date shall itself bear interest at the above rate, compounded monthly
           and entitles the Corporation to prepay  the whole or any part of  the
           unpaid principal under such promissory note, upon payment of interest
           accrued  on the unpaid  principal balance to the  date of payment; or
           (2) by the  assignment or endorsement  in favour of  the holder of  a
           promissory  note made by an affiliate (as such term is defined in the
           Act, as amended from time to time, or any successor legislation)  for
           a  principal sum or for  a portion of the  principal sum equal to the
           Redemption Price, or such part thereof  as is to be satisfied by  the
           promissory  note, which is  payable on demand and  which the board of
           directors of the Corporation in  its discretion has determined has  a
           value not less than the value of a promissory note of the Corporation
           for  a  principal sum  equal to  the Redemption  Price, or  such part
           thereof as  is  to  be  satisfied  by  the  promissory  note  of  the
           affiliate,  which might be issued under clause (1) of this Subarticle
           27.4.1(b); or (3) by the transfer and assignment to the holder by the
           Corporation

                                       A-31
<PAGE>

           of property of the  Corporation which the board  of directors of  the
           Corporation  in its  discretion has determined  has a  value not less
           than the Redemption Price, or such part thereof as is to be satisfied
           by such property.

     (c)   Partial Redemption.   In case  a part  only of  the then  outstanding
           Series  XXXI  Preferred shares  is at  any time  to be  redeemed, the
           shares so  to  be  redeemed  shall, subject  to  applicable  law,  be
           selected  in such manner  as the directors  in their discretion shall
           decide and need not be redeemed pro  rata or selected by lot and  the
           directors  may make such adjustments as may be necessary to avoid the
           redemption of fractional parts of shares.

     (d)   Notice of Redemption and Rights  of Holders.  The Corporation  shall,
           at  least one (1) day before  the date specified for redemption, send
           to each person who at the date  of sending is a registered holder  of
           Series  XXXI Preferred shares  to be redeemed a  notice in writing of
           the intention of the Corporation to redeem such Series XXXI Preferred
           shares, or  alternatively,  notice may  be  waived or  the  time  for
           sending  of the notice may be waived  at any time with the consent in
           writing of  holders  of  such  Series XXXI  Preferred  shares  to  be
           redeemed.  Notice may  be mailed in  a prepaid  envelope addressed to
           each such shareholder at his address as it appears on the records  of
           the  Corporation or its transfer agent, or alternatively, such notice
           may be delivered personally  to such shareholder, provided,  however,
           that  accidental failure to  give any such  notice to one  or more of
           such shareholders shall  not affect the  validity of the  redemption.
           Such  notice  shall set  out  the Redemption  Price  and the  date of
           redemption. If  notice  of  any  such  redemption  be  given  by  the
           Corporation   or  waived  in  the  manner  aforesaid  and  an  amount
           sufficient to redeem the shares has been paid (whether in cash or  by
           promissory  note or  by the transfer  and assignment  of property, as
           above provided) to the holder of the Series XXXI Preferred shares  to
           be  redeemed or deposited with any trust company or chartered bank in
           Canada, on  or before  the  date fixed  for redemption,  the  holders
           thereof  shall thereafter have  no rights against  the Corporation in
           respect thereof except, upon the  surrender of certificates for  such
           shares,   to  receive  payment  therefor,   and  except  for  greater
           certainty, to  receive  any declared  and  unpaid dividends  on  such
           shares.  Series XXXI Preferred shares  redeemed as aforesaid shall be
           cancelled.

27.4.2  Cumulative Dividends.  The  holders of the Series XXXI Preferred  Shares
shall  be entitled to receive, subject to  the provisions of the Act, as amended
from time  to  time,  or  any  successor  legislation,  fixed,  cumulative  cash
dividends  at the rate of  nine and six hundred  and twenty five one thousandths
percent (9.625%) per  annum of the  Redemption Amount. Dividends  on the  Series
XXXI  Preferred Shares shall accrue  on a daily basis  from the date of original
issue, shall  be  calculated on  the  basis  of a  365  day year  and,  save  as
hereinafter  provided, shall be  payable quarterly in lawful  money of Canada on
the first  day following  the last  day in  the month  of each  of March,  June,
September  and December,  other than  a Saturday  or Sunday,  on which  the main
branch of The Toronto-Dominion  Bank in Toronto, Ontario,  is open for  business
(each  an "Established Dividend Payment  Date"). Alternatively, if the directors
so determine, dividends  shall be  payable on  any day  (an "Alternate  Dividend
Payment  Date") following the immediately preceding Established Dividend Payment
Date and  before the  next  Established Dividend  Payment Date.  An  Established
Dividend   Payment  Date  and  an  Alternate  Dividend  Payment  Date  are  each
hereinafter referred to as a "Dividend Payment Date".

If on any Dividend Payment Date the dividends accrued to such date are not  paid
in  full  on all  of the  Series  XXXI Preferred  Shares then  outstanding, such
dividends, or  the  unpaid  part  thereof,  shall be  paid  on  the  first  date
thereafter  on  which  the  Corporation shall  have  sufficient  monies properly
applicable to the payment of same.  The holders of Series XXXI Preferred  Shares
shall not be entitled to any dividends other than or in excess of the cumulative
dividends herein provided for.

The  Corporation  shall  not  call  for redemption  or  redeem  or  purchase for
cancellation or make any capital distribution in respect of or otherwise pay off
or retire any shares of  the Corporation ranking on a  parity with or junior  to
the  Series  XXXI  Preferred Shares  unless  all  dividends on  the  Series XXXI
Preferred Shares up  to and including  the dividend payable  on the  immediately
preceding  Dividend Payment Date shall have been  declared and paid or set aside
for payment  at the  date of  such call  for redemption,  redemption,  purchase,
distribution, retirement or other payment off.

27.4.3   Purchase by the Corporation.  Subject  to the Act, as amended from time
to time, or any successor legislation,  the Corporation shall have the right  at
its  option at any time and from time to  time to purchase the whole or any part
of the  Series XXXI  Preferred shares  at the  lowest prices  at which,  in  the
opinion  part of the directors such shares  are obtainable but not exceeding the
Redemption Price thereof (the "Purchase Price"). The Purchase Price may, at  the

                                       A-32
<PAGE>

option  of the Corporation be  paid and satisfied in  the manner provided for in
Subarticle 27.4.1(b) hereof. Any shares so purchased shall be cancelled.

27.4.4    Liquidation,  Dissolution  or  Winding  Up.    In  the  event  of  the
liquidation,  dissolution or winding up of the Corporation, whether voluntary or
involuntary, or in  the event of  any other distribution  of property or  assets
among  its members for  purposes of winding  up its affairs,  the holders of the
Series XXXI Preferred shares shall be entitled to receive an amount equal to the
Redemption Price for each  issued and outstanding  Series XXXI Preferred  share,
before  any amount shall be  paid or property or  assets shall be distributed to
the holders of the Class A shares or  Class B shares or any shares of any  other
class  ranking junior to the Series XXXI Preferred shares with respect to return
of capital. After payment to the holders of the Series XXXI Preferred shares  of
the  amount so payable to  them, they shall not be  entitled to share further in
the distribution of the property or assets of the Corporation.

27.4.5  No Voting Rights;  Notice of Meetings.  Subject  to the Act, as  amended
from  time to time, or any successor legislation, the holders of the Series XXXI
Preferred shares shall  not, as such,  be entitled  to receive notice  of or  to
attend  any meeting  of the  shareholders of  the Corporation  and shall  not be
entitled to any vote at any such meeting.

                                       A-33
<PAGE>

                                   EXHIBIT B

                         SPECIAL RESOLUTION PRECLUDING
  REISSUANCE OF CLASS A VOTING SHARES AND INCREASING TO FIFTY VOTES PER SHARE
            THE VOTING RIGHTS ATTACHED TO THE CLASS A VOTING SHARES

RESOLVED as a special resolution, that:

     (a)   the  Articles  of  Rogers  Communications  Inc.  (the  "Corporation")
           (sometimes the "New Articles"), being the Articles of the Corporation
           adopted  pursuant to a special resolution  passed on the same date as
           this special resolution, in substitution for the previous Articles of
           the Corporation be altered

        (i)   by adding  to  the New  Articles  the following  as  section  7.11
              immediately after section 7.10 thereof:

           "7.11  A Class A share that has been converted to a Class B share and
           a Class  A  share that  has  been redeemed,  purchased  or  otherwise
           acquired  by  the Corporation  shall be  cancelled  and shall  not be
           reissued."

            ; and

        (ii)   by deleting from the second sentence of Article 26.4 "twenty-five
               (25)" and substituting therefor "fifty" so that hereafter Article
               26.4 shall be read in its entirety as follows:

           "26.4 The Class A shares shall entitle the holders thereof to receive
           notice of and to attend and to vote in respect of each Class A  share
           held at any and all meetings of the shareholders of the Company other
           than  any meetings of the holders of  a particular class of shares of
           which the Class A shares  do not form a part.  Each holder of one  or
           more  Class A  shares shall  be entitled  as such  to fifty  votes in
           respect of each Class A share held. The Class B shares shall  entitle
           the  holders thereof to receive  notice of and to  attend, but not to
           vote, at any  and all  meetings of  the shareholders  of the  Company
           other  than  any meetings  of the  holders of  a particular  class of
           shares of which the Class B shares do not form a part."

     (b)   after the New Articles have  become effective, this resolution  shall
           forthwith be deposited at the Corporation's records office;

     (c)   after  paragraph (b) of  this resolution has  been complied with, any
           one director  or  officer, or  any  lawyer for  the  Corporation,  is
           authorized  to complete, execute  and file a  Notice of Alteration to
           alter the  Corporation's  Notice  of  Articles,  in  accordance  with
           section  257 of the Business Corporations Act, as required by section
           259 of  the said  Act,  to reflect  the  alteration, referred  to  in
           paragraph (e) of this resolution, being made to the special rights or
           restrictions attached to the Class A Voting shares of the Corporation
           in the Articles of the Corporation;

     (d)   the   alterations  to  the  Corporation's  Articles  referred  to  in
           paragraph (a) of this  resolution shall take effect  on the date  and
           time  the Notice of Alteration referred to in paragraph (e) is filed;
           and

     (e)   since the alteration of the Articles of the Corporation provided  for
           in  subparagraph (a)(ii) of this resolution alters the special rights
           or restrictions  attached  to  the  Class  A  Voting  shares  of  the
           Corporation,  the  alterations  provided for  in  the  said paragraph
           (a)(ii), as required by section  259(4) of the Business  Corporations
           Act,  do not take effect until the Notice of Articles is altered by a
           Notice of  Alteration  to  reflect the  alteration  to  the  Articles
           provided for in subparagraph (a)(ii) of this resolution.

                                       B-1
<PAGE>

                                   EXHIBIT C

  SPECIAL SEPARATE RESOLUTION OF THE HOLDERS OF THE CLASS B NON-VOTING SHARES
                         CONSENTING TO CERTAIN CHANGES

RESOLVED,  as a  special separate  resolution, that the  holders of  the Class B
Non-Voting shares of Rogers Communications  Inc. consent to the reduction,  from
3/4  to 2/3 of  the votes cast,  in the number  of votes required  to be cast in
favour of a special separate resolution in order to pass such resolution.

                                       C-1
<PAGE>

                                   EXHIBIT D

                           ROGERS COMMUNICATIONS INC.

                           BOARD OF DIRECTORS CHARTER

     The purpose of  this charter  ("Charter") of  the board  of directors  (the
"Board") of Rogers Communications Inc. (the "Company") is to provide guidance to
Board  members as to their duties  and responsibilities. The power and authority
of the Board is subject to the provisions of applicable law.

PURPOSE OF THE BOARD

     The Board is responsible for the stewardship of the Company. This  requires
the Board to oversee the conduct of the business and affairs of the Company. The
Board  discharges some  of its  responsibilities directly  and discharges others
through committees of the Board. The Board is not responsible for the day-to-day
management and operation of the  Company's business, as this responsibility  has
been delegated to management. The Board is, however, responsible for supervising
management in carrying out this responsibility.

MEMBERSHIP

     The Board consists of directors elected by the shareholders as provided for
in  the Company's  constating documents and  in accordance  with applicable law.
From time  to time,  the  Nominating and  Corporate Governance  Committee  shall
review  the size  of the  Board to  ensure that  its size  facilitates effective
decision-making by the Board in the fulfilment of its responsibilities.

     Each member of the Board must act honestly and in good faith with a view to
the best interests  of the Company,  and must exercise  the care, diligence  and
skill   that  a   reasonably  prudent   person  would   exercise  in  comparable
circumstances. A  director  is  responsible  for the  matters  under  "Role  and
Responsibilities  of the Board" below as well  as for other duties as they arise
in the director's role.

     All members of the  Board shall have suitable  experience and skills  given
the  nature of the Company and its businesses  and have a proven record of sound
judgment. Directors are to possess characteristics and traits that reflect:

     -  high ethical standards and integrity in their personal and  professional
        dealings;

     -  the  ability to  provide thoughtful and  experienced counsel  on a broad
        range of issues and to develop a depth of knowledge of the businesses of
        the Company in order to understand  and assess the assumptions on  which
        the  Company's strategic  and business  plans are  based and  to form an
        independent judgment with respect to the appropriateness and probability
        of achieving such plans;

     -  the ability to  monitor and  evaluate the financial  performance of  the
        Company;

     -  an  appreciation  of  the  value  of  Board  and  team  performance over
        individual performance and a respect for others;

     -  an openness for the opinions of others and the willingness to listen, as
        well as  the  ability to  communicate  effectively and  to  raise  tough
        questions in a manner that encourages open and frank discussion.

     Directors  are  expected  to commit  the  time and  resources  necessary to
properly carry out their duties. Among other matters, directors are expected  to
adequately  prepare for and  attend all regularly  scheduled Board meetings. New
directors are expected to understand  fully the role of  the Board, the role  of
the  committees  of  the Board  and  the contribution  individual  directors are
expected to make.

ETHICS

     Members of the  Board shall carry  out their responsibilities  objectively,
honestly  and in good  faith with a view  to the best  interests of the Company.
Directors of the  Company are expected  to conduct themselves  according to  the
highest  standards of  personal and  professional integrity.  Directors are also
expected to set the standard for Company-wide ethical conduct and ensure ethical
behaviour and compliance with  laws and regulations. If  an actual or  potential
conflict  of interest  arises, a  director shall  promptly inform  the Chair and
shall refrain  from voting  or  participating in  discussion  of the  matter  in
respect  of which he has  an actual or potential conflict  of interest. If it is
determined that  a  significant  conflict  of  interest  exists  and  cannot  be
resolved, the director should resign.

                                       D-1
<PAGE>

     Directors  are  expected  to act  in  accordance with  applicable  law, the
Company's Articles and the Company's Directors and Officers Code of Conduct  and
Ethics.  The  Board is  required to  monitor compliance  with the  Directors and
Officers Code of Conduct and Ethics and  is responsible for the granting of  any
waivers from compliance with the Code for directors and officers.

MEETINGS

     The Board shall meet in accordance with a schedule established each year by
the  Board, and at such other times  as the Board may determine. Meeting agendas
shall be developed  in consultation with  the Chair. Board  members may  propose
agenda  items though communication with the  Chair. The Chair is responsible for
ensuring that  a suitably  comprehensive  information package  is sent  to  each
director  in advance of each meeting. At the discretion of the Board, members of
management and others may attend Board meetings, except for separate meetings of
the non-management directors of the Board.

     Directors are expected to be fully  prepared for each Board meeting,  which
requires them, at a minimum, to have read the material provided to them prior to
the meeting. At Board meetings, each director is expected to take an active role
in  discussion and decision-making. To facilitate this, the Chair is responsible
for fostering an atmosphere conducive to open discussion and debate.

     Non-management members of the Board shall  have the opportunity to meet  at
appropriate  times without  management present at  regularly scheduled meetings.
The Chair shall be responsible for presiding over meetings of the non-management
directors. Non-management Board members may propose agenda items for meetings of
non-management Board members through communication with the Chair.

ROLE AND RESPONSIBILITIES OF THE BOARD

     The Board is responsible for approving the Company's goals, objectives  and
strategies.  The Board shall adopt a  strategic planning process and approve and
review, on at least an annual basis, a strategic plan which takes into  account,
among  other things, the opportunities  and risks of the  business. The Board is
also responsible for identifying the principal risks of the Company's businesses
and overseeing  the implementation  of appropriate  risk assessment  systems  to
manage these risks.

     In  addition to the  other matters provided  in this Charter,  the Board is
also responsible for the following specific matters:

     -  review and approve management's strategic plans;

     -  review and approve  the Company's financial  objectives, business  plans
        and budgets, including capital allocations and expenditures;

     -  monitor  corporate performance against the strategic plans and business,
        operating and capital budgets;

     -  management  succession  planning,  including  appointing,  training  and
        monitoring  senior management  and, in  particular, the  Chief Executive
        Officer of the Company;

     -  providing that an appropriate  portion of senior executive  management's
        compensation  is tied to both  short-term and longer-term performance of
        the Company;

     -  monitor  the  integrity  of  the  Company's  accounting  and   financial
        reporting systems, disclosure controls and procedures, internal controls
        and management information systems;

     -  approve  acquisitions and divestitures of business operations, strategic
        investments and alliances,  major business  development initiatives  and
        any unbudgeted expenditure in excess of $5 million;

     -  the Company's communication policies, which:

       (a)   address  how the Company interacts  with analysts, investors, other
             key stakeholders and the public;

       (b)   contain measures for the Company to comply with its continuous  and
             timely disclosure obligations and to avoid selective disclosure and
             insider trading;

     -  developing   the   Company's  principles   and  approach   to  corporate
        governance;

                                       D-2
<PAGE>

     -  assess  its  own  effectiveness  in  fulfilling  its   responsibilities,
        including monitoring the effectiveness of individual directors;

     -  monitoring  compliance with the  Directors and Officers  Code of Conduct
        and Ethics.

     A director has an  important and positive role  as a representative of  the
Company.  A director is also expected  to participate in outside activities that
enhance the Company's image to investors, employees, customers and the public.

ROLE AND RESPONSIBILITIES OF THE CHAIR

     It is the policy of the Board that there be a separation of the offices  of
the  Chair and the Chief Executive Officer and that the Chair not be a member of
management of the Company. The Chair and  the Chief Executive Officer are to  be
in  regular communications during the course  of the year including with respect
to the Company's business and the responsibilities of the Board.

     The principal  responsibilities of  the  Chair of  the  Board shall  be  to
oversee,   manage  and   assist  the   Board  in   fulfilling  its   duties  and
responsibilities as a Board in an effective manner independently of  management.
The Chair shall be responsible, among other things,

     -  to chair Board meetings and annual and special meetings of shareholders,

     -  to  organize  an appropriate  annual work  plan and  regularly scheduled
        meetings for the Board,

     -  to participate in the preparation of the agenda for each Board meeting,

     -  to monitor  the  work  of  the  committees of  the  Board  and  in  that
        connection  the  Chair  may  attend, as  a  non-voting  participant, all
        meetings of Board  committees (other  than those on  which he  otherwise
        sits),

     -  to  arrange for an  appropriate information package to  be provided on a
        timely basis to each director in advance of the meeting,

     -  to  assist  in  the  Board's  evaluation  and  self-assessment  of   its
        effectiveness and implementation of improvements,

     -  to   provide  appropriate  guidance  to   individual  Board  members  in
        discharging their duties,

     -  to ensure newly appointed  directors receive an appropriate  orientation
        and education program, and

     -  to provide arrangements for members of the Board to communicate with the
        Chair  formally and informally  concerning matters of  interest to Board
        members.

PROCEDURES TO ENSURE EFFECTIVE AND INDEPENDENT OPERATION

     The Board recognizes the importance of having procedures in place to ensure
the effective  and  independent operation  of  the  Board. In  addition  to  the
policies and procedures provided elsewhere in this Charter including under "Role
and  Responsibilities of  the Chair"  set out above,  the Board  has adopted the
following procedures:

     -  the Board has complete access to the Company's management;

     -  the Board requires  timely and  accurate reporting  from management  and
        shall regularly review the quality of management's reports;

     -  subject  to  the approval  of  the Nominating  and  Corporate Governance
        Committee, individual directors  may engage an  external adviser at  the
        expense of the Company in appropriate circumstances;

     -  the  Board  shall maintain  an Investor  Relations department  and every
        investor inquiry  shall  receive a  prompt  response from  the  Investor
        Relations department or an appropriate officer of the Company;

     -  the  Chair of the Board  shall monitor the nature  and timeliness of the
        information requested  by and  provided by  management to  the Board  to
        determine if the Board can be more effective in identifying problems and
        opportunities for the Company; and

     -  the  Board, together with  the Chief Executive  Officer, shall develop a
        detailed  job  description  for   the  Chief  Executive  Officer.   This
        description  shall be approved by  the Compensation Committee. The Board
        shall assess the Chief Executive Officer against the objectives set  out
        in this job description.

                                       D-3
<PAGE>

BOARD COMMITTEES

     Subject  to limits on  delegation contained in  corporate law applicable to
the Company, the Board has the authority  to establish and carry out its  duties
through  committees and to appoint directors  to be members of these committees.
The Board assesses the matters  to be delegated to  committees of the Board  and
the   constitution  of   such  committees   annually  or   more  frequently,  as
circumstances require. From time to time the Board may create ad hoc  committees
to examine specific issues on behalf of the Board.

                                       D-4
<PAGE>

                                   EXHIBIT E

                           ROGERS COMMUNICATIONS INC.

                    DIRECTOR MATERIAL RELATIONSHIP STANDARDS

1.   INTRODUCTION

     The  Board of  Directors (the "Board")  of Rogers  Communications Inc. (the
"Company") has adopted  these Director Material  Relationship Standards for  the
purpose  of assisting the Board in making determinations whether or not a direct
or  indirect  business,   commercial,  banking,   consulting,  professional   or
charitable relationship that a director may have with the Company (which for the
purposes   of  these  Standards   includes  its  subsidiaries)   is  a  material
relationship that could, in the view of the Board, reasonably interfere with the
exercise of the director's independent judgment.

2.   STANDARD OF DIRECTOR RELATIONSHIPS

     Any business,  commercial, industrial,  banking, consulting,  professional,
charitable  or service  relationship that  may exist  between the  Company and a
director of the  Company, or  between the  Company and  an entity  of which  the
director  is a director, executive officer, partner or managing member, shall be
in the ordinary course of business of the Company and on substantially the  same
terms  as those  prevailing at  the time  for comparable  transactions with non-
affiliated persons on an arm's length basis.

3.   MATERIALITY STANDARDS

     The following relationships will be considered to be material in respect of
any director:

     (a)   The director has, within the preceding 3 fiscal years of the Company,
           been a  provider  of consulting,  professional,  investment  banking,
           advisory  or  other  services to  the  Company and  the  total direct
           compensation of the  director from  the Company in  respect of  those
           services in each such fiscal year amounted to more than U.S. $100,000
           (other  than payments arising from acting in his or her capacity as a
           director of the Company including as a part-time Chair or Vice  Chair
           of the Board or a committee of the Board).

     (b)   The director has, within the preceding 3 fiscal years of the Company,
           been  a director, executive officer, partner or managing member of an
           entity that has or had  a business, commercial, industrial,  banking,
           consulting,  professional  or service  relationship with  the Company
           and, pursuant to  that relationship,  the aggregate  annual sales  or
           billings from that entity to the Company, or from the Company to that
           entity, in each of the 3 most recently completed fiscal years of that
           entity,  amounted  to more  than  the greater  of  2 percent  of that
           entity's consolidated gross revenues and U.S. $1,000,000.

4.   OTHER DIRECTOR RELATIONSHIPS

     If a  director has  any  other direct  or  indirect relationship  with  the
Company  other than those set forth  in 3(a) or (b) above  the Board will make a
determination whether that director has a material relationship with the Company
based on a consideration of all relevant facts and circumstances.

5.   INTERPRETATION

     For the purposes of these Standards,  the terms used herein shall have  the
following meanings:

     (a)   "entity"  -- includes  a body  corporate, a  partnership, a  trust, a
           joint venture or an unincorporated association or organization;

     (b)   "subsidiary" --  a body  corporate is  a subsidiary  of another  body
           corporate  if (a) it is controlled  by (i) that other body corporate,
           (ii) that other body corporate and one or more bodies corporate  each
           of  which is controlled by that body  corporate, or (iii) two or more
           bodies corporate  each of  which  is controlled  by that  other  body
           corporate,  or (b) it is  a subsidiary of a  body corporate that is a
           subsidiary of that other body corporate.

                                       E-1
<PAGE>

                                   EXHIBIT F

                           ROGERS COMMUNICATIONS INC.

               DIRECTORS AND OFFICERS CODE OF CONDUCT AND ETHICS

     The Board of  Directors (the  "Board") of Rogers  Communications Inc.  (the
"Company",  which for  the purpose of  this Code includes  its subsidiaries) has
adopted this  code of  conduct and  ethics  for directors  and officers  of  the
Company (the "Code") to:

     -  endorse  and  promote the  Company's  commitment to  honest  and ethical
        conduct, including fair  dealing and  ethical handling  of conflicts  of
        interest;

     -  promote full, fair, accurate, timely and understandable disclosure;

     -  promote  compliance  with  applicable laws  and  governmental  rules and
        regulations;

     -  ensure the protection  of the Company's  legitimate business  interests,
        including corporate opportunities, assets and confidential information;

     -  deter wrongdoing.

     All  directors and officers of the Company are expected to be familiar with
the Code and to adhere to those principles and procedures set forth in the  Code
that  apply to  them. The Company's  more detailed policies  and procedures that
apply to  all employees  of the  Company  set forth  in the  Company's  Business
Conduct Guidelines are separate requirements and are not part of this Code.

     For purposes of this Code, the "Code of Ethics Contact Person" will be, for
the  members of  the Board, the  Chair of  the Board or  the Chair  of the Audit
Committee of the Board, and for the officers of the Company, the General Counsel
of the Company or the Chair of the Board.

I.   HONEST AND CANDID CONDUCT

     Each director and officer owes a duty to the Company to act with integrity.
Integrity requires,  among other  things, being  honest and  candid. Deceit  and
subordination of principle are inconsistent with integrity.

     Each director and officer must:

     -  act  with  integrity,  including  being honest  and  candid  while still
        maintaining  the  confidentiality  of  information  where  required   or
        consistent with the Company's policies.

     -  observe  both the  form and spirit  of applicable  laws and governmental
        rules and regulations, accounting standards and Company policies.

     -  adhere to a high standard of business ethics.

II.  CONFLICTS OF INTEREST

     A "conflict of interest"  occurs when an  individual's private or  personal
interest  interferes,  or may  appear to  interfere, with  the interests  of the
Company. A  conflict of  interest can  arise when  a director  or officer  takes
actions  or  has interests  that may  make it  difficult to  perform his  or her
Company work objectively and  effectively. For example,  a conflict of  interest
would  arise if a director or officer, or  member or his or her family, receives
improper personal benefits as a  result of his or  her position in the  Company.
Any  material transaction or  relationship that could  reasonably be expected to
give rise to a conflict of interest should be discussed with the Code of  Ethics
Contact Person.

     In  considering a conflict of interest  between a director and the Company,
consideration shall be  given to  the Director  Material Relationship  Standards
approved by the Board.

     Officers  of  the Company  are  also to  comply  with the  Company's Policy
Regarding  Senior   Officers   Accepting   Directorships   with   Non-Affiliated
Corporations.

     Conflict  of  interest  situations  involving  directors  and  officers may
include the following:

     -  any material ownership or financial interest in any supplier of goods or
        services to the Company or in any major customer of the Company;

     -  any consulting or employment relationship with any major customer of the
        Company, supplier or competitor;

                                       F-1
<PAGE>

     -  any outside business activity that detracts from an individual's ability
        to devote appropriate time and attention to his or her  responsibilities
        with the Company;

     -  the  receipt of  non-nominal gifts  or excessive  entertainment from any
        company with  which  the Company  has  current or  prospective  business
        dealings;

     -  being  in the position of supervising, reviewing or having any influence
        on the job evaluation, pay or benefit of any immediate family member.

     Anything that  would present  a  conflict of  interest  for a  director  or
officer would likely also present a conflict if it is related to a member of his
or her immediate family.

     Conflicts  of interest between a director or officer and the Company are to
be disclosed to  the Board,  the Chief  Executive Officer  or a  Code of  Ethics
Contact  Person and reported  to the Audit  Committee of the  Board on a regular
basis.

III. DISCLOSURE

     Each director  or officer  involved in  the Company's  disclosure  process,
including  the  Chief  Executive Officer  and  the Chief  Financial  Officer, is
required to be familiar with and  comply with the Company's disclosure  controls
and  procedures and  internal control  over financial  reporting, to  the extent
relevant to his  or her  area of responsibility,  so that  the Company's  public
reports  filed with securities commissions  and regulatory authorities comply in
all material  respects  with  the  applicable  securities  laws  and  rules.  In
addition,  each  such person  having direct  or supervisory  authority regarding
these regulatory filings or the Company's other public communications concerning
its general business, results, financial condition and prospects should, to  the
extent  appropriate within his or her area of responsibility, consult with other
Company officers and employees and take other appropriate steps regarding  these
disclosures   with  the  goal  of  making   full,  fair,  accurate,  timely  and
understandable disclosure.

     Each director  or  officer who  is  involved in  the  Company's  disclosure
process,  including the Chief Executive Officer and the Chief Financial Officer,
must:

     -  familiarize  himself  or  herself   with  the  disclosure   requirements
        applicable  to  the  Company  as  well  as  the  business  and financial
        operations of the Company;

     -  not knowingly misrepresent, or cause others to misrepresent, facts about
        the Company to others, whether within or outside the Company,  including
        to  the  Company's  independent  auditors,  governmental  regulators and
        self-regulatory organizations; and

     -  properly review and critically analyse proposed disclosure for  accuracy
        and completeness (or, where appropriate, delegate this task to others).

IV. COMPLIANCE

     It  is the Company's policy  to comply with all  applicable laws, rules and
regulations. It is the personal responsibility  of each officer and director  to
adhere  to  the standards  and  restrictions imposed  by  those laws,  rules and
regulations.

     It is  against Company  policy  and in  many  circumstances illegal  for  a
director  or  officer to  profit from  undisclosed  information relating  to the
Company or any other company. A director or officer may not purchase or sell any
of  the  Company's  securities  while  in  possession  of  material   non-public
information  relating  to  the Company.  Also,  a  director or  officer  may not
purchase or sell  securities of  any other company  while in  possession of  any
material non-public information relating to that company.

     Any  director or officer who is uncertain about the legal rules involving a
purchase or  sale  of, or  other  dealings in,  any  Company securities  or  any
securities  in companies that he or she is familiar with by virtue of his or her
work for the  Company, should consult  with the General  Counsel of the  Company
before making any such transaction.

     Directors  and  officers are  also to  comply  with the  Company's policies
relating to insider trading and blackout periods for insider trading.

V.  REPORTING, ACCOUNTABILITY AND WAIVERS

     The Audit Committee is responsible for monitoring compliance with the Code,
applying this Code to specific situations in which questions are presented to it
and has  the authority  to  interpret this  Code  in any  particular  situation.

                                       F-2
<PAGE>

Any director or officer who becomes aware of any existing or potential violation
of  this Code is required to notify  the Code of Ethics Contact Person promptly.
Failure to do so is itself a violation of this Code.

     Any questions relating to  how this Code should  be interpreted or  applied
should  be addressed to the Code of Ethics Contact Person. A director or officer
who is  unsure of  whether a  situation violates  this Code  should discuss  the
situation   with  the  Code  of  Ethics   Contact  Person  to  prevent  possible
misunderstandings and embarrassment at a later date.

     The Company  will  follow the  following  procedures in  investigating  and
enforcing this Code, and in reporting on the Code:

     -  Violations  and potential  violations will  be reported  by the  Code of
        Ethics  Contact  Person  to  the  Audit  Committee,  after   appropriate
        investigation.

     -  The  Audit Committee will take all appropriate action to investigate any
        alleged violations reported to them after appropriate investigation.

     -  If the Audit  Committee determines  that a violation  has occurred,  the
        Audit Committee will inform the Board.

     -  Upon  being notified that a violation  has occurred, the Board will take
        such disciplinary or preventive  action as it  deems appropriate, up  to
        and  including dismissal or,  in the event of  criminal or other serious
        violations of law, notification of appropriate governmental authorities.

     The Company may  waive specific  provisions of  this Code  in a  particular
situation.  Any waiver of the Code for  directors or officers of the Company may
be made only by the Board or by the Audit Committee of the Board and reported to
the Board. Any waiver by the Company of a provision of the Code to a director or
officer that relates to  a material item  shall be disclosed  by the Company  in
accordance with applicable legal and regulatory requirements.

VI. CORPORATE OPPORTUNITIES

     Directors  and officers owe a duty to  the Company to advance the Company's
business interests when the opportunity to do so arises. Directors and  officers
are  prohibited  from  taking  (or  directing  to  a  third  party)  a  business
opportunity  that  is  discovered  through   the  use  of  corporate   property,
information  or  position,  unless  the Company  has  already  been  offered the
opportunity and  turned it  down.  More generally,  directors and  officers  are
prohibited  from using corporate property,  information or position for personal
gain and from competing with the Company.

     Sometimes the line between  personal and Company  benefits is difficult  to
draw,  and there are  both personal and Company  benefits in certain activities.
Directors and officers who intend to make use of Company property or services in
a manner not  solely for the  benefit of the  Company should consult  beforehand
with the Code of Ethics Contact Person.

VII. CONFIDENTIALITY

     In  carrying out the  Company's business, directors  and officers may learn
confidential or  proprietary  information  about  the  Company,  its  customers,
suppliers,  or joint venture  parties. Directors and  officers must maintain the
confidentiality of all information so entrusted to them, except when  disclosure
is  authorized or legally  mandated. Confidential or  proprietary information of
the Company, and other companies, includes any non-public information that would
be harmful  to the  relevant company  or  useful or  helpful to  competitors  if
disclosed.

     Confidential information shall not be used for personal gain.

VIII. FAIR DEALING

     The   Company  has  a   history  of  succeeding   through  honest  business
competition. The Company does not seek competitive advantages through illegal or
unethical business practices. Each director and officer should endeavour to deal
fairly with the Company's  customers, service providers, suppliers,  competitors
and  employees. No  director or officer  should take unfair  advantage of anyone
through   manipulation,   concealment,   abuse   of   privileged    information,
misrepresentation of material facts, or any unfair dealing practice.

IX. PROTECTION AND PROPER USE OF COMPANY ASSETS

     All  directors and officers should protect  the Company's assets and ensure
their efficient  use. All  Company assets  should be  used only  for  legitimate
business purposes.

                                       F-3
<PAGE>

                                   EXHIBIT G

                           ROGERS COMMUNICATIONS INC.

                            AUDIT COMMITTEE CHARTER

PURPOSE OF AUDIT COMMITTEE

     The  Audit Committee shall  assist the board of  directors (the "Board") of
Rogers  Communications  Inc.  (the   "Company")  in  fulfilling  its   oversight
responsibilities  in the following principal  areas: (i) accounting policies and
practices, (ii)  the financial  reporting  process, (iii)  financial  statements
provided  by the Company to the public,  (iv) the systems of internal accounting
and financial controls,  (v) the qualifications,  independence, appointment  and
oversight  of the  work of  the external  auditors, (vi)  the qualifications and
performance of the internal auditors, and (vii) compliance with applicable legal
and regulatory requirements.

     In  addition  to  the  responsibilities  specifically  enumerated  in  this
Charter,  the Board may refer to the  Audit Committee such matters and questions
relating to the  financial position  of the Company  and its  affiliates as  the
Board may from time to time see fit.

MEMBERSHIP

     The  Audit Committee shall consist of at least three directors appointed by
the Board as provided  for in the  Articles of the  Company. The appointment  of
members  shall occur annually and members  are subject to removal or replacement
at any  time  by  the Board.  The  members  shall be  selected  based  upon  the
following, in accordance with applicable laws, rules and regulations:

     (a)   INDEPENDENCE.  Each member  shall be  independent in  accordance with
           applicable legal and regulatory requirements and in such regard shall
           have no direct  or indirect  material relationship  with the  Company
           which  could, in the view of the Board, reasonably interfere with the
           exercise of a member's independent judgment.

     (b)   FINANCIALLY LITERATE. Each  member shall be  financially literate  or
           must  become financially literate within  a reasonable period of time
           after his  or  her appointment  to  the Audit  Committee.  For  these
           purposes,  an individual is financially literate if he or she has the
           ability to read  and understand  a set of  financial statements  that
           present  a breadth and level of  complexity of accounting issues that
           are generally comparable to the breadth and complexity of the  issues
           that  can  reasonably  be  expected to  be  raised  by  the Company's
           financial statements.

     (c)   COMMITMENT. In addition to being a member of the Audit Committee  and
           of  any audit committee of any affiliate  of the Company, if a member
           of the Audit Committee  is also on the  audit committee of more  than
           two  additional public  companies, the  Board, or  the Nominating and
           Corporate   Governance   Committee,   shall   determine   that   such
           simultaneous  service does not  impair the ability  of such member to
           serve effectively on the Company's Audit Committee.

CHAIR AND SECRETARY

     The Chair of the  Audit Committee shall  be selected by  the Board. If  the
Chair  is not present, the members of  the Audit Committee may designate a Chair
for the meeting by majority  vote of the members  present. The Secretary of  the
Company  shall be  the Secretary  of the Audit  Committee, provided  that if the
Secretary is not present, the Chair of  the meeting may appoint a secretary  for
the  meeting with the consent of the  Audit Committee members who are present. A
member of the Committee may be designated as the liaison member to report on the
deliberations of the Audit Committees of affiliated companies.

MEETINGS

     The times and locations of meetings of the Audit Committee and the  calling
of and procedures at such meetings, shall be determined from time to time by the
Audit  Committee, in consultation with  management when necessary, provided that
there shall be a minimum  of four meetings per  year. The Audit Committee  shall
have  sufficient notice in  order to prepare  for each meeting.  Notice of every
meeting shall be given to the external and internal auditors of the Company, and
meetings shall be convened  whenever requested by the  external auditors or  any
member of the Audit Committee in accordance with applicable law.

                                       G-1
<PAGE>

MEETING AGENDAS

     Agendas for meetings of the Audit Committee shall be developed by the Chair
of  the Committee in  consultation with management  and the corporate secretary,
and shall be circulated to Audit Committee members prior to Committee meetings.

RESOURCES AND AUTHORITY

     The Audit Committee shall have the resources and the authority to discharge
its responsibilities, including the authority to  engage, at the expense of  the
Company,  outside consultants, independent legal  counsel and other advisors and
experts as it  determines necessary  to carry  out its  duties, without  seeking
approval of the Board or management.

     The  Audit Committee shall have the  authority to conduct any investigation
necessary and appropriate  to fulfilling  its responsibilities,  and has  direct
access  to and the authority to communicate directly with the external auditors,
internal auditors, the  general counsel of  the Company and  other officers  and
employees of the Company.

     The  members of the Audit Committee shall have the right for the purpose of
performing their duties to inspect all the books and records of the Company  and
its  subsidiaries  and to  discuss  such accounts  and  records and  any matters
relating to the financial position, risk management and internal controls of the
Company with the officers and external and internal auditors of the Company  and
its  subsidiaries. Any member of the Audit Committee may require the external or
internal auditors to attend any or every meeting of the Audit Committee.

RESPONSIBILITIES

     The  Company's  management  is  responsible  for  preparing  the  Company's
financial  statements  and the  external auditors  are responsible  for auditing
those financial  statements. The  Committee is  responsible for  overseeing  the
conduct  of those activities by the  Company's management and external auditors,
and overseeing the activities of  the internal auditors. The Company's  external
auditors  are  accountable to  the Audit  Committee,  as representatives  of the
Company's shareholders.

     It is recognized  that members  of the  Audit Committee  are not  full-time
employees  of the Company and  do not represent themselves  to be accountants or
auditors by profession or experts in the fields of accounting or auditing or the
preparation of financial statements. It is not the duty or responsibility of the
Audit Committee  or  its members  to  conduct "field  work"  or other  types  of
auditing or accounting reviews or procedures. Each member of the Audit Committee
shall   be  entitled  to  rely  on  (i)  the  integrity  of  those  persons  and
organizations within and outside the Company from whom it receives  information,
and  (ii) the accuracy  of the financial  and other information  provided to the
Audit Committee by such persons or organizations absent actual knowledge to  the
contrary.

     The  specific responsibilities of  the Audit Committee  shall include those
listed below.  The enumerated  responsibilities are  not meant  to restrict  the
Audit Committee from examining any matters related to its purpose.

1.   FINANCIAL REPORTING PROCESS AND FINANCIAL STATEMENTS

     (a)   in consultation with the external auditors and the internal auditors,
           review  the integrity  of the Company's  financial reporting process,
           both internal and external, and any  major issues as to the  adequacy
           of the internal controls and any special audit steps adopted in light
           of material control deficiencies;

     (b)   review  all material transactions and material contracts entered into
           by the Company (and any subsidiary) with any insider or related party
           of  the  Company,  other   than  officer  or  employee   compensation
           arrangements approved or recommended by the Compensation Committee or
           director  remuneration approved or recommended  by the Nominating and
           Corporate Governance Committee;

     (c)   review and  discuss with  management and  the external  auditors  the
           Company's  annual audited  consolidated financial  statements and its
           interim unaudited consolidated financial statements, and discuss with
           the external  auditors  the  matters  required  to  be  discussed  by
           generally  accepted  auditing  standards  in  Canada  and  the United
           States, as may  be modified  or supplemented, and  for such  purpose,
           receive  and  review  an  annual  report  by  the  external  auditors
           describing: (i) all critical  accounting policies and practices  used
           by  the Company, (ii) all  material alternative accounting treatments
           of  financial  information   within  generally  accepted   accounting
           principles  that have been discussed  with management of the Company,
           including the ramifications  of the use  such alternative  treatments
           and    disclosures    and    the   treatment    preferred    by   the

                                       G-2
<PAGE>

           external auditors, and  (iii) other  material written  communications
           between the external auditors and management, and discuss such annual
           report with the external auditors;

     (d)   following  completion  of  the  annual  audit,  review  with  each of
           management, the  external  auditors  and the  internal  auditors  any
           significant  issues, concerns or  difficulties encountered during the
           course of the audit;

     (e)   resolve disagreements between  management and  the external  auditors
           regarding financial reporting;

     (f)   review  the  interim quarterly  and  annual financial  statements and
           annual and interim press  releases prior to  the release of  earnings
           information;

     (g)   review and be satisfied that adequate procedures are in place for the
           review  of  the public  disclosure  of financial  information  by the
           Company extracted or derived from the Company's financial statements,
           other than the disclosure referred to in (f), and periodically assess
           the adequacy of those procedures; and

     (h)   meet separately,  periodically, with  management, with  the  internal
           auditors and with the external auditors.

2.   EXTERNAL AUDITORS

     (a)   require  the  external  auditors  to  report  directly  to  the Audit
           Committee;

     (b)   be directly responsible for the selection, nomination,  compensation,
           retention,  termination and  oversight of  the work  of the Company's
           external auditors engaged for the purpose of preparing or issuing  an
           auditor's report or performing other audit, review or attest services
           for  the  Company, and  in  such regard  recommend  to the  Board the
           external auditors to be nominated for approval by the shareholders;

     (c)   pre-approve all audit engagements and  the provision by the  external
           auditors  of all non-audit services, including fees and terms for all
           audit engagements and non-audit engagements,  and in such regard  the
           Audit  Committee may  establish the  types of  non-audit services the
           external auditors  shall  be  prohibited  from  providing  and  shall
           establish  the types of  audit, audit related  and non-audit services
           for which the Audit Committee will retain the external auditors.  The
           Audit  Committee  may delegate  to  one or  more  of its  members the
           authority to pre-approve non-audit  services, provided that any  such
           delegated  pre-approval  shall be  exercised  in accordance  with the
           types of  particular  non-audit  services  authorized  by  the  Audit
           Committee  to be provided by the external auditor and the exercise of
           such delegated pre-approvals  shall be  presented to  the full  Audit
           Committee at its next scheduled meeting following such pre-approval;

     (d)   review  and approve the Company's policies for the hiring of partners
           and employees  and  former partners  and  employees of  the  external
           auditors;

     (e)   consider,  assess  and  report  to  the  Board  with  regard  to  the
           independence and performance of the external auditors; and

     (f)   request and review a report by the external auditors, to be submitted
           at  least   annually,   regarding  the   auditing   firm's   internal
           quality-control  procedures, any  material issues raised  by the most
           recent internal  quality-control  review,  or  peer  review,  of  the
           auditing  firm, or by any inquiry or investigation by governmental or
           professional authorities, within the preceding five years, respecting
           one or more independent audits carried out by the external  auditors,
           and any steps taken to deal with any such issues.

3.   ACCOUNTING SYSTEMS AND INTERNAL CONTROLS

     (a)   oversee  management's design  and implementation of  and reporting on
           internal controls. Receive  and review reports  from management,  the
           internal  auditors  and  the  external auditors  with  regard  to the
           reliability and  effective  operation  of  the  Company's  accounting
           system and internal controls; and

     (b)   review   the  activities,  organization  and  qualifications  of  the
           internal  auditors  and  discuss  with  the  external  auditors   the
           responsibilities, budget and staffing of the internal audit function.

4.   LEGAL AND REGULATORY REQUIREMENTS

     (a)   receive  and  review  timely analysis  by  management  of significant
           issues relating to public disclosure and reporting;

     (b)   review, prior to finalization,  periodic public disclosure  documents
           containing   financial   information,   including   the  Management's
           Discussion and Analysis and Annual Information Form;

                                       G-3
<PAGE>

     (c)   prepare the report of the Audit Committee required to be included  in
           the Company's periodic filings;

     (d)   review  with the Company's General  Counsel legal compliance matters,
           significant litigation  and other  legal matters  that could  have  a
           significant impact on the Company's financial statements; and

     (e)   assist  the  Board  in the  oversight  of compliance  with  legal and
           regulatory requirements.

5.   ADDITIONAL RESPONSIBILITIES

     (a)   discuss policies with respect to risk assessment and risk management;

     (b)   establish procedures and policies for the following

        (i)   the receipt, retention and treatment of complaints received by the
              Company regarding  accounting,  internal  accounting  controls  or
              auditing matters, and

        (ii)   the  confidential,  anonymous  submission  by  employees  of  the
               Company of concerns regarding questionable accounting or auditing
               matters;

     (c)   prepare and review with the Board an annual performance evaluation of
           the Audit Committee;

     (d)   review earnings guidance provided to analysts and rating agencies;

     (e)   report regularly to the Board, including with regard to matters  such
           as  the quality or  integrity of the  Company's financial statements,
           compliance with legal or regulatory requirements, the performance  of
           the  internal audit function, and the performance and independence of
           the external auditors; and

     (f)   review and reassess the adequacy of the Audit Committee's Charter  on
           an annual basis.

                                       G-4