<PAGE>


                    MINORITY SHAREHOLDER PROTECTION AGREEMENT

             THIS AGREEMENT made as of the 7th day of August, 1991.


AMONG:

                      ROGERS COMMUNICATIONS INC., a
                      corporation continued under the laws of British Columbia,

                      (hereinafter referred to as "RCI")

                                                              OF THE FIRST PART,

                                      -and-


                      ROGERS CANTEL MOBILE
                      COMMUNICATIONS INC., a corporation
                      continued under the laws of Canada,

                      (hereinafter referred to as "RCMCI")

                                                             OF THE SECOND PART.

         WHEREAS RCI and/or one or more wholly-owned subsidiaries propose to
sell to the public up to 16,100,000 Class B Subordinate Voting Shares of RCMCI
pursuant to a Registration Statement on Form F-l filed with the Securities and
Exchange Commission of the United States and pursuant to a prospectus filed with
securities regulatory authorities of all of the provinces of Canada;

         WHEREAS RCI and RCMCI wish to provide to all holders of Class B
Subordinate Voting Shares of RCMCI, other than RCI and its affiliates and
associates, certain protections currently available to Ontario shareholders
under the Securities Act (Ontario) and applicable policies of the Ontario
Securities Commission;

         NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and agreements herein contained and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree for the benefit of holders of Subordinate Voting Shares, from time to
time, other than RCI, its affiliates and associates, as follows:


INTERPRETATION

         In this Agreement, the following terms shall have the following
meaning:

a.       "Act" means the Securities Act, R.S.O. 1980, c.466, as amended, as in
         effect on the date hereof;

b.       "control block" means the holdings of a person described in paragraph
         1(1)(1l)(iii) of the Act;


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                                     Page 2

c.       "formal valuation" means a valuation prepared by a qualified and
         independent valuer based upon techniques that are appropriate in the
         circumstances subject to the guidelines of paragraph 6.1, after
         considering all relevant assumptions, that arrives at an opinion as to
         a value or range of values for the subject matter of the valuation
         based upon such analysis;

d.       "going private transaction" means an amalgamation, arrangement,
         consolidation or other transaction involving RCMCI as a consequence of
         which the interest of a holder of Subordinate Voting Shares therein may
         be terminated without the consent of that holder and without the
         substitution therefor of an interest of equivalent value in a
         participating security of RCMCI or of a successor to the business of
         RCMCI or of another issuer that controls RCMCI or of the successor to
         the business of RCMCI but does not include the acquisition of
         participating securities pursuant to a statutory right of acquisition;

e.       "independent director" means a director of RCMCI other than (i) a
         director who is an employee of, or an insider, associate or affiliate
         of, an interested party, or has held any such position during the
         previous five years, (ii) a director who may benefit from the
         Transaction in a manner that is different from minority Subordinate
         Voting Shareholders or it is intended that the director should have a
         material interest in RCMCI or the interested party in the event the
         Transaction is successful, or (iii) a director who is an employee of,
         or an insider, associate or affiliate of the independent valuer or any
         affiliate of the independent valuer retained to perform the formal
         valuation for RCMCI or the interested party, or has held any such
         position during the previous five years; provided that in respect of an
         issuer bid, it is the relationship of a director to interested parties
         other than RCMCI that is relevant when determining independence;

f.       "independent valuer" means a valuer independent of the interested
         party, as determined by the independent directors after considering all
         relevant factors, including:

         (i)      the potential, if any, for bias on the part of the valuer as a
                  result of the involvement of the valuer or any of its
                  affiliates in an evaluation, appraisal or review of the
                  financial status of the interested party, RCMCI or their
                  affiliates or associates or as a result of the involvement of
                  the valuer as lead or co-lead underwriter of securities of the
                  interested party or RCMCI during the 24 months preceding the
                  date the valuer was first contacted in respect of the
                  valuation, and

         (ii)     the materiality to the valuer and its affiliates of the
                  financial interest of the valuer and its affiliates in
                  transactions during the 24 months preceding the date the
                  valuer was first contacted in connection with the valuation,
                  in the completion of the subject Transaction or in the future
                  business of RCMCI or an interested party in respect of which
                  an agreement, commitment or understanding exists, in each case
                  involving RCMCI, an interested parry or their affiliates or
                  associates;

         and excludes:

         (a)      an insider, associate or affiliate of an interested party;

         (b)      an adviser to an interested party in respect of the subject
                  Transaction;

         (c)      a valuer, where the compensation of the valuer or any of its
                  affiliates depends in whole or in part on any arrangement or
                  understanding which gives the valuer or any of its affiliates
                  a financial incentive in respect of the conclusions reached in
                  the formal valuation or the outcome of the Transaction; and

         (d)      the auditor of RCMCI or of any interested party or any
                  affiliate of such auditor,

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                                     Page 3

g.       "insider" means in respect of a person:

         (i)      every director or senior officer of the person;

         (ii)     every director or senior officer of a company that is itself
                  an insider or subsidiary of the person;

         (iii)    any person or company who beneficially owns, directly or
                  indirectly, voting securities of the person or who exercises
                  control or direction over voting securities of the person or a
                  combination of both carrying more than 10 per cent of the
                  voting rights attached to all voting securities of the person
                  for the time being outstanding other than voting securities
                  held by the person or company as underwriter in the course of
                  a distribution; and

         (iv)     the person, where it has purchased, redeemed or otherwise
                  acquired any of its securities, for so long as it holds any of
                  its securities;

h.       "insider bid" means a take over bid for the Subordinate Voting Shares
         made by RCI, by a subsidiary of RCI, or by an offeror acting jointly or
         in concert with any of the foregoing while RCI or any affiliate is an
         insider of RCMCI, but, for greater certainty, does not include an
         issuer bid;

         i.       "interested party" means

                  (i)      in respect of an insider bid, the offerer,

                  (ii)     in respect of an issuer bid,

                           (a)      the offeror; or

                           (b)      any person or company which will, consequent
                                    upon the issuer bid, be entitled to a per
                                    security consideration greater in value than
                                    that available to other holders of
                                    Subordinate Voting Shares; or

                           (c)      any person or company which, alone or in
                                    combination with others, holds or would hold
                                    upon completion of the issuer bid a
                                    sufficient number of securities of the
                                    issuer to affect materially the control of
                                    RCMCI, other than a person or company which
                                    affects materially the control of RCMCI
                                    solely because the person or company is a
                                    lender of a bona fide debt negotiated at
                                    arm's length and holds securities as
                                    collateral for that debt;

                  (iii)    in respect of a going private transaction,

                           (a)      any person or company which will, consequent
                                    upon the transaction, be entitled to receive
                                    (1) a per security consideration greater
                                    than that available to other holders of
                                    Subordinate Voting Shares or (2) a per
                                    security consideration which includes an
                                    interest in a participating security of
                                    RCMCI or of a successor to the business of
                                    RCMCI or of another issuer that controls the
                                    issuer or the successor to the business of
                                    RCMCI which other holders of Subordinate
                                    Voting Shares are not entitled to receive;
                                    or

                           (b)      any person or company which, alone or in
                                    combination with others, holds or would hold
                                    upon completion of the transaction a
                                    sufficient number of securities of RCMCI to
                                    affect materially the control of RCMCI and
                                    which,


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                                     Page 4

                                    prior to distribution of the relevant
                                    disclosure material to security holders,
                                    entered into or has agreed to enter into an
                                    understanding to support the transaction;


j.       "issuer bid" means an issuer bid, as defined in the Act, for
         Subordinate Voting Shares, without reference to the jurisdiction in
         which an offeree shareholder is resident or is shown on the books of
         RCMCI, but shall exclude any issuer bid which is exempt from sections
         94, 95, 96, 97 and 99 of the Act;

k.       "jointly or in concert" shall have the same meaning as in the Act and
         includes an agreement, commitment or understanding between an offeror
         and RCI or a subsidiary that RCI or such subsidiary shall not tender
         into an offer or provides RCI or a subsidiary with an opportunity not
         offered to all holders of Subordinate Voting Shares to maintain a
         direct equity interest in the offeror, RCMCI or a material asset of
         RCMCI;


l.       "minority approval" means the proportion specified below of the votes
         cast by holders of Subordinate Voting Shares present or represented at
         a meeting which is required to be cast in favour of a going private
         transaction after excluding the votes which, to the knowledge of any of
         RCMCI, an interested party or any of their respective directors or
         senior officers, after reasonable inquiry, attach to Subordinate Voting
         Shares which are held, or are beneficially owned or over which control
         or direction is exercised, directly or indirectly, by

         (i)      RCMCI,

         (ii)     any interested party,

         (iii)    any person or company that is a related party of an interested
                  party at the time the minority approval is sought,

         (iv)     any person or company acting jointly or in concert with any
                  person referred to in clause (ii) or (iii) in respect of the
                  going private transaction, and

         (v)      any affiliate of any of the foregoing;

                  and

                  where


                  (i)      the consideration to be received by a holder of RCMCI
                           Restricted Voting Shares is payable wholly or partly
                           other than in cash or a right to receive cash within
                           35 days after the approval of the going private
                           transaction, or

                  (ii)     payable entirely in cash and is less in amount than
                           the per share value or the simple average of the high
                           and low ends of the range of per share values arrived
                           at by the formal valuation.

                  (b)      in all other cases, be the proportion of votes to be
                           included in the minority approval shall be a simple
                           majority.

m.       "minority" Subordinate Voting Shareholders" means the security holders
         whose votes could be included in the determination of minority approval
         if cast in favour of the going private transaction;


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                                     Page 5



n.       "offeror" means a person or company who makes an insider bid or an
         issuer bid;

o.       "Regulation" means the regulation made under the Act, R.R.O. 1980, Reg.
         910, as amended, as in effect on the date hereof;

p.       "related party" in respect of RCMCI or an interested party, as the case
         may be, means a person or company which at the relevant time is, to
         the knowledge of RCMCI or interested party, or any of its directors or
         senior officers, after reasonable inquiry,

         (i)      a person or company which alone or in combination with others
                  holds a sufficient number of securities or has contractual
                  rights sufficient to affect materially the control of RCMCI or
                  the interested party;

         (ii)     a person or company in respect of which a person or company
                  referred to in clause (i) alone or in combination with others
                  holds a sufficient number of securities or has contractual
                  rights sufficient to affect materially its control;

         (iii)    a person or company in respect of which RCMCI or the
                  interested party alone or in combination with others holds a
                  sufficient number of securities or has contractual rights
                  sufficient to affect materially its control;

         (iv)     a person or company who beneficially owns, directly or
                  indirectly, voting securities of RCMCI or the interested party
                  or who exercises control or direction over voting securities
                  of RCMCI or the interested party or a combination of both
                  carrying more than 10 per cent of the voting rights attached
                  to all voting securities of RCMCI or the interested party for
                  the time being outstanding;

         (v)      a director or senior officer of RCMCI, the interested party or
                  a related party of either of them; or

         (vi)     an affiliate of any of the foregoing;

         but does not include a person or company which affects materially the
         control of RCMCI or the interested party, as the case may be, solely
         because the person or company is a lender of a bona fide debt
         negotiated at arm's length and holds securities as collateral for that
         debt;

q.       "statutory appraisal remedy" means the right of appraisal described in
         section 190 of the Canada Business Corporations Act, as it may be
         amended or substituted, or any other similar remedy under any other
         statute under which RCMCI may be continued, amalgamated or
         incorporated;

r.       "statutory right of acquisition" means the right of acquisition
         described in subsection 206(2) of the Canada Business Corporations Act,
         as it may be amended or substituted, or a similar right under any other
         statute under which RCMCI may be continued, amalgamated or
         incorporated;

s.       "Subordinate Voting Shares" means the Class B Subordinate Voting Share
         of RCMCI from time to time outstanding or as they may be redesignated
         and any securities into which the Class B Subordinate Voting Shares of
         RCMCI are subdivided, consolidated, converted or exchanged;


t.       "take over bid" shall have the same meaning as in the Act, without
         reference to the jurisdiction in which an offeree shareholder is
         resident or is shown on the books of RCMCI, but shall exclude any take
         over bid which is exempt from sections 94 to 99 of the Act;
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                                     Page 6



u.       "Transaction" means an issuer bid, insider bid or going private
         transaction subject to the terms of this Agreement;

v.       "value" means fair market value determined in accordance with section
         6.1;

w.       The terms "affiliate", "associate", "director", "participating
         security", "senior officer", "subsidiary" shall have the same meanings
         as in the Act or the Regulation, as the case may be.

INSIDER BIDS

1.1      RCI shall cause to be prepared a formal valuation in respect of an
         insider bid at the expense of RCI or such other person who is the
         offeror.

1.2      The formal valuation referred to in paragraph 1.1 must be prepared
         under the supervision of a committee of independent directors delegated
         by the board of directors of RCMCI to review the insider bid unless (i)
         the insider bid is being made without the prior knowledge of the
         directors of the RCMCI who are not insiders of or acting jointly or in
         concert with the offeror, or (ii) upon informing the independent
         directors of RCMCI of the proposed insider bid, the offeror has a
         reasonable basis for concluding that the insider bid is being regarded
         as a hostile bid by a majority of these independent directors.

1.3      RCI shall, or shall cause any offeror making an insider bid to, offer
         for each Subordinate Voting Share subject to the insider bid
         consideration having a value (or where such consideration is not
         payable entirely in cash, the mid point of the range of values arrived
         at in the formal valuation for such consideration, if applicable) of at
         least 66 2/3% of the value, or of the mid point of the range of values,
         arrived at in the formal valuation for such Subordinate Voting Shares.

ISSUER BIDS

2.1      RCMCI shall prepare a formal valuation at its expense in connection
         with an issuer bid.

2.2      The formal valuation referred to in paragraph 2.1 must be prepared
         under the supervision of a committee of independent directors delegated
         by the board of directors of RCMCI to review the issuer bid.

2.3      RCMCI shall offer for each Subordinate Voting Share subject to an
         issuer bid consideration having a value (or where the consideration is
         not payable entirely in cash, the mid point of the range of values
         determined in the formal valuation for such consideration, if
         applicable) of at least 66 2/3% of the value, or of the mid point of
         the range of values, arrived at in the formal valuation for such
         Subordinate Voting Shares.

GOING PRIVATE TRANSACTIONS

3.1      RCMCI shall cause to be prepared a formal valuation of the Subordinate
         Voting Shares in respect of any going private transaction in respect of
         which RCI or any insider, affiliate or associate thereof is an
         interested party.

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                                     Page 7

3.2      The formal valuation referred to in paragraph 3.1 must be prepared
         under the supervision of a committee of independent directors delegated
         by the board of directors of RCMCI to review the going private
         transaction.

3.3      Any going private transaction in respect of which RCI or any insider,
         affiliate or associate thereof is an interested party shall be subject
         to minority approval; provided that minority approval shall not be
         required if at the time of a going private transaction described in
         paragraph 3.1 is initiated, RCI, or any affiliate thereof, jointly or
         severally hold 90% or more of the Subordinate Voting Shares and a
         statutory appraisal remedy is available to the minority Subordinate
         Voting Shareholders is available in respect of such going private
         transaction.

3.4      RCMCI shall only enter into a going private transaction if the
         consideration to be paid for the Subordinate Voting Shares in such
         going private transaction has a value (or where the consideration is
         not payable entirely in cash, the mid point of the range of values
         determined in the formal valuation for such consideration, if
         applicable) equal to at least the value, or the low point of the range
         of values, arrived at in the formal valuation for the Subordinate
         Voting Shares.

3.5      Where an amalgamation, arrangement, consolidation or other transaction
         would be a going private transaction but for the fact that the interest
         of minority Subordinate Voting Shareholders in the Subordinate Voting
         Shares is to be substituted for an interest of equivalent value in a
         participating security of RCMCI, or of a successor to the business of
         RCMCI or of another issuer that controls RCMCI or the successor to the
         business of RCMCI, RCMCI shall obtain and disclose to the minority
         Subordinate Voting Shareholders a formal valuation; provided that this
         section shall not apply where the net assets of RCMCI would constitute
         90% or more of the consolidated net assets of the issuer in which a
         minority Subordinate Voting Shareholder is to receive a substituted
         interest, as determined by the board of directors of RCMCI.

INDEPENDENT COMMITTEE

4.1      Every issuer bid, insider bid and going private transaction will be
         reviewed by a committee of at least two independent directors.

4.2      The committee of independent directors referred to in paragraph 4.1
         above shall report to the board of directors and shall be involved in
         carrying out any negotiations between RCMCI and any interested party in
         respect of a Transaction.

4.3      The committee of independent directors which reviews an issuer bid,
         insider bid or going private transaction in accordance with the terms
         of this Agreement shall be responsible for selecting and retaining the
         independent valuer for the purposes of providing the formal valuation
         required hereunder.

BOARD OF DIRECTORS

5.1      The directors of RCMCI shall disclose their reasonable beliefs as to
         the desirability or fairness of the Transaction to shareholders of
         RCMCI.



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                                     Page 8

FORMAL VALUATION


6.1      The committee of independent directors which reviews a Transaction
         shall advise the independent valuer retained in respect of the
         Transaction that the formal valuation should be prepared in accordance
         with the following requirements:

         (i)      A formal valuation must value the Subordinate Voting Shares
                  and the value of the consideration being offered to holders of
                  Subordinate Voting Shares in respect of the Transaction;

         (ii)     A formal valuation shall be as of a date that is not more than
                  120 days before the date of the Transaction and shall contain
                  appropriate adjustments for material intervening events;

         (iii)    In arriving at an opinion as to the value or range of values
                  for the subject matter of the formal valuation, regard should
                  be had to the application of each valuation approach which is
                  appropriate in the circumstances;

         (iv)     Where relevant data is available, consideration should be
                  given to market factors such as recent purchases or sales of
                  comparable companies, assets, securities or liabilities,
                  market price earnings ratios and market yields. If the
                  Transaction is considered in relation to purchases or sales of
                  control positions of comparable companies or comparable assets
                  or premiums paid in similar transactions, these transactions
                  should be specifically identified and discussed;

         (v)      No downward adjustment should be made to the formal valuation
                  of the subject matter of the formal valuation to reflect the
                  liquidity of the subject matter, the effect of the Transaction
                  or the fact that the subject matter does not form part of a
                  controlling interest;

         (vi)     Where there is a statutory appraisal remedy available to
                  holders of Subordinate Voting Shares in respect of the
                  Transaction pursuant to which they have a right to be paid
                  "fair value" as referred to under the applicable statute, the
                  valuer should consider and disclose its view as to whether
                  "fair value" may be different from the value on which it is
                  opining;

         (vii)    A summary of the formal valuation must be included in the
                  material provided to holders of Subordinate Voting Shares in
                  connection with the Transaction; and

         (viii)   A formal valuation shall be based upon techniques that are
                  appropriate under the circumstances, after considering going
                  concern or liquidation assumptions or both, together with
                  other relevant assumptions, and shall not be less than the
                  higher of going-concern value or liquidation value.


LISTING OR QUOTATION

7.1      RCMCI undertakes to take all steps reasonably necessary to ensure that
         the Subordinate Voting Shares remain;

         (i)      quoted on the NASDAQ National Market System or otherwise
                  listed and posted for trading on a stock exchange in the
                  United States; and

         (ii)     listed and posted for trading on a stock exchange in Canada;



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                                     Page 9

7.2      RCMCI shall not be subject to the requirements of paragraph 7.1 of this
         Agreement if RCMCI no longer meets the minimum listing requirements of
         the NASDAQ National Market System or of the stock exchanges described
         in paragraph 7.1 of this Agreement, as the case may be, as a result of
         a Transaction completed in accordance with the terms of this Agreement.

VALUATION EXEMPTION

8.1      The requirement to obtain a formal valuation of the Subordinate Voting
         Shares as described in paragraphs 1.1, 2.1 and 3.1 of the Agreement
         does not apply in respect of a Transaction where the price to be
         offered to minority Subordinate Voting Shareholders was arrived at
         within the twelve months immediately preceding the date of the
         announcement of the subject Transaction through an arm's length
         transaction or negotiation with a selling minority Subordinate Voting
         Shareholder of a control block of Subordinate Voting Shares or a
         selling minority Subordinate Voting Shareholder of a sizeable block of
         Subordinate Voting Shares where such minority Subordinate Voting
         Shareholder had full knowledge and access to information concerning
         RCMCI such that the underlying value of RCMCI was a material factor
         considered by such Subordinate Voting Shareholder in arriving at the
         price.

ELECTION OF DIRECTORS

9.1      RCI agrees that as long as it owns, directly or indirectly, or
         exercises control or direction over shares of the Company to which are
         attached more than 50% of the votes attaching to all shares of the
         Company, it will refrain from voting the Subordinate Voting Shares it
         holds or controls in connection with the election of directors pursuant
         to a class vote of the Subordinate Voting Shares provided for in the
         articles of the Company. RCI agrees that if it owns any Subordinated
         Voting Shares it will attend, or if it controls any other holder of
         Subordinate Voting Shares it will cause such person to attend, any such
         meeting of the holders of Subordinate Voting Shares so as to be counted
         in the number of shareholders present at the meeting for the purpose of
         determining any quorum thereof.

GENERAL

10.1     The provisions of this Agreement are in addition to and not in
         substitution to any requirements under applicable laws and to the
         extent the provisions of this Agreement cannot be carried out in
         compliance with the requirements of applicable laws, the requirements
         of applicable laws shall apply.

10.2     This Agreement may not be amended or waived without the prior approval
         of a majority of the holders of Subordinate Voting Shares, excluding
         affiliates of RCMCI, which approval shall be given by resolution
         approved by the majority of the votes cast by holders of Subordinate
         Voting Shares present or represented at a meeting thereof, excluding
         the votes of any holder who is an affiliate of RCMCI.

10.3     The provisions of this Agreement shall only come into effect
         contemporaneously with the issuance of Subordinate Voting Shares to the
         Underwriters pursuant to the prospectus of RCMCI to be dated on or
         about August 8, 1991.

10.4     This Agreement shall be governed by and construed in accordance with
         the laws of the Province of Ontario and the parties hereto irrevocably
         attorn to the non-exclusive jurisdiction of the courts of Ontario.

10.5     This Agreement shall enure to the benefit of and be binding upon the
         parties hereto and their respective successors and assigns, as
         applicable. In addition, it is expressly acknowledged and agreed that
         the rights and obligations of the parties hereto are for the express
         benefit of the holders of Subordinate Voting Shares, from time to time,
         other than RCI, its affiliates and associates, and each of RCI and
         RCMCI agrees that it shall hold all


<PAGE>
                                     Page 10


        rights remedies, claims and causes of action arising hereunder in trust
        for the benefit of such holders of Subordinate Voting Shares. All or any
        of the rights conferred upon such holders of Subordinate Voting Shares
        hereunder may be enforced by such holders by appropriate legal
        proceedings, but without prejudice to the right of either party hereto
        to proceed in its own name to enforce the provisions hereof for its
        benefit and for the benefit of such holders of Subordinate Voting
        Shares.


         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.


                                   ROGERS COMMUNICATIONS INC.

                                   PER:
                                        ---------------------------------- c/s
                                   PER:
                                        ---------------------------------- c/s


                                   ROGERS CANTEL MOBILE
                                   COMMUNICATIONS INC.


                                   PER:
                                        ---------------------------------- c/s
                                   PER:
                                        ---------------------------------- c/s