##### 



QUEBECOR MEDIA INC.
 SPECIAL BY-LAW No 2007-2 MODIFYING THE ARTICLES OF THE COMPANY
 
  (A)
    
    by the replacement of the text appearing at Schedule 1 of the
Articles of amendment of the Company, dated January 12, 2007, by Schedule 1 to
the Articles of amendment mentioned at paragraph 2 of this Special By-law
2007-2; and(B)
    
    by the replacement of the text appearing at Schedule 2 of the
Articles of constitution of the Company, dated August 8, 2000, as amended on
June 27,2001, by Schedule 2 to the Articles of amendment mentioned at paragraph
2 of this Special By-law 2007-2.
  Registraire des
entreprises (Québec
 Registraire des
entreprises (Québec
 Adopted on October 9, 2007.
In witness whereof, the President and
Assistant Secretary have signed :/s/ Pierre FrancoeurPierre FrancoeurPresident/s/ Claudine TremblayClaudine TremblayAssistant Secretary




---



##### 








---



##### 



SCHEDULE A
 to the articles of amendment of
 QUEBECOR MÉDIA INC.
 (i)
    
    by the replacement of the text set forth in ANNEX 1 (Annexe 1) to the Articles
of Amendment of the Company dated January 12, 2007 with the SCHEDULE 1 to these
Articles of Amendment; and
 (ii)
    
    by the replacement of the text set forth in SCHEDULE 2 (Annexe 2) to the
Articles of Incorporation of the Company dated August 8, 2000, as amended on June 27,
2001, with SCHEDULE 2 to these Articles of Amendment.




---



##### 



SCHEDULE 1
 to the Articles of Amendment of
 QUEBECOR MEDIA INC.
  (i)
    
    creating an unlimited number of a seventh series of no par value Cumulative First Preferred
Shares, namely, the Series G Shares;(ii)
    
    establishing the rights, privileges, restrictions and conditions attaching to the Series G
Shares, the text whereof appears in Schedule 2 (Annexe 2) to the Articles of Amendment of the
Company dated January 12, 2007 and forms an integral part thereof; and(iii)
    
    amending the rights, privileges, restrictions and conditions attaching to the Series F
Shares set out in Schedule 1 (Annexe 1) to the Articles of Amendment of the Company dated
January 14, 2005, in order to add the following paragraphs at the end of Schedule 1 so as to
provide a right of conversion:8. ConversionEach issued and outstanding Series F Share may, at any time until January 31, 2008, at the
option of its holder, be converted into one Series G Share.The right to convert Series F Shares set out in the preceding paragraph may be exercised by
written notice sent to the Company, at its head office, together with the certificate(s)
representing the Series F Shares the holder wishes to convert. The notice shall be signed by
the holder or its representative and shall specify the number of Series F Shares the holder
wishes to convert; if only part of the Series F Shares represented by the certificate(s)
accompanying the notice is to be converted, the holder shall be entitled to receive, at the
Companys expense, a new certificate representing the Series F Shares which were included in
the certificate(s) sent, as previously mentioned, and which are not to be converted.Upon every conversion of Series F Shares, the certificate representing the shares resulting
from the conversion shall be issued in the name of the holder of the converted shares. The
right of a holder of Series F Shares to convert its shares under this section 8 shall be
presumed to have been exercised and the holder of shares to be converted shall be deemed to
have become a holder of the shares resulting from the conversion, for all purposes, on the
date or dates of delivery of the certificate(s) representing the shares to be converted
together with the notice mentioned in the preceding paragraph, the whole notwithstanding any
delay in the delivery of the certificate representing the shares resulting from the
conversion.




---



##### 



SCHEDULE 2
 to the Articles of Amendment of
 QUEBECOR MEDIA INC.
     (a)
    
    borrow money upon the credit of the Company;(b)
    
    issue debentures or other securities of the Company and pledge and sell the same at such
price or amount as shall be deemed appropriate;(c)
    
    hypothecate the immoveable and the movable or otherwise affect the movable property of the
Company.