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QUEBECOR MÉDIA INC.
    1.
    
    This By-Law authorizes the creation of a sixth series of cumulative first preferred shares,
series « F », the rights, privileges, restrictions and terms of which are more fully described
in Schedule 1 hereto, which forms an integral part hereof.2.
    
    Pursuant to this By-Law, each of the President and the Secretary of the Company is authorized
and instructed and has the power to sign this By-Law for and on behalf of the Company, and
their signature hereto shall be deemed conclusive evidence of the approval of this by-law by
the Board of Directors and the shareholders of the Company.3.
    
    Pursuant to this by-law, any director or officer of the Company is hereby authorized and has
the power to sign and deliver, for and on behalf of the Company, all such deeds, documents,
contracts and agreements, to make any representation, to deliver or have delivered any
certificate and to do such other acts and things as he or she may deem necessary, in his or
her full discretion, to give effect to this by-law, including, without limitation, the filing
of articles of amendment to give effect to the creation of the preferred shares, as provided
in this by-law.
  /s/ Serge Gouin
    
    /s/ Louis Saint-ArnaudName : Serge Gouin
    
    Name : Louis Saint-ArnaudTitle : President
    
    Title : Secretary




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SCHEDULE 1
 QUEBECOR MÉDIA INC. / QUEBECOR MEDIA INC.
 CUMULATIVE FIRST PREFERRED SHARES, SERIES F
  1
    
    Number of Series F Shares Available For IssueThe Company shall be authorized to issue an unlimited number of Series F Shares which shall
carry the rights, privileges, conditions and restrictions described herein and be designated
as the Cumulative First Preferred Shares, Series F.2
    
    DividendsThe holders of record of the Series F Shares shall be entitled to
receive, in each fiscal year of the Company, fixed cumulative
preferential dividends at the rate of 10.85 % per share per annum,
calculated daily on the Redemption Price (as hereinafter defined) of
the Series F Shares. The said dividends shall be cumulative from the
respective dates of issue of each Series F Share.For greater certainty, it is hereby declared that (a) wherever used in this Section 2,
the expression dividends at the rate of 10.85 % per share per annum shall mean, in respect
of Series F Shares, dividends computed at that rate for at least the number of days during
which such share was outstanding during the fiscal year in respect of which the computation
is being made and (b) nothing herein contained or implied shall require prorating of
dividends in respect of any shares not outstanding for the whole of any period for or in
respect of which such dividends are being accumulated. The directors of the Company may,
however, in their discretion, prorate dividends in respect of any shares not outstanding for
the whole of any period for or in respect of which dividends are being accumulated if such
right of prorating was reserved by the Company at the time of the issue of such shares.All dividends declared on the Series F Shares shall be payable semi-annually on a cumulative
basis on the 14th day of the months of January and July in each year, at such
place as the directors of the Company may determine from time to time, in cash or by
certified cheque, bank draft or wire transfer, provided that in respect of any payment of
dividends denominated in a currency other than
Canadian, the applicable exchange rate shall be that published by the Bank of Canada in
effect on the date of payment.The holders of Series F Shares shall only be entitled to receive the aforementioned
dividends. No dividends may be paid on any shares ranking junior to the Series F




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Shares unless all dividends which shall have become payable on the Series F Shares have been paid
or set aside for payment.3
    
    LiquidationIn the event of the liquidation, dissolution or reorganization of the Company or any other
distribution of its assets among its shareholders for the purpose of winding-up its affairs,
whether voluntarily or involuntarily, the holders of Series F Shares shall be entitled to
receive, in preference to the holders of Common Shares, an amount equal to the Redemption
Price (as hereinafter defined) of each Series F Share held and any accumulated and unpaid
dividends with respect thereto.4
    
    Voting RightsHolders of Series F Shares shall not be entitled to receive notice of, and to attend or vote
at, any meeting of the shareholders of the Company, unless the Company shall have failed to
pay eight (8) semi-annual dividends on the Series F Shares, whether or not consecutive. In
that event and only for so long as any such dividends remain in arrears, the holders of
Series F Shares shall be entitled to receive notice of, and to attend and vote at, all
shareholders meetings, except meetings at which only holders of another specified series or
class of shares are entitled to vote. At each such meeting, each Series F Share shall
entitle the holder thereof to one (1) vote.5
    
    Retraction RightsEach holder of Series F Shares shall be entitled, at its discretion, upon prior written
notice of not less than one (1) business day to the Company, to require the Company to
redeem all or part of such holders Series F Shares for an aggregate amount equal to the
Redemption Price (as hereinafter defined) and any accumulated but unpaid dividends with
respect thereto, payable, subject to the provisions of the Act in this regard, upon
presentation and surrender by such holder of Series F Shares of the certificate(s)
representing such number of Series F Shares to be redeemed (the date on which such
presentation and surrender occurs being the Retraction Date). As of the Retraction Date,
the Series F Shares shall be considered redeemed and the Company shall pay to such holder of
Series F Shares the Redemption Price (as hereinafter defined) and any accumulated but unpaid
dividends with respect thereto, in the manner described in Section 7. In the event the
Company is unable to pay the Redemption Price of the Series F Shares as of the Retraction
Date, it shall forthwith give the holder of Series F Shares written notice thereof.6
    
    Redemption RightsThe Company shall have the right, at its option, subject to the
provisions of the Act in this regard, to redeem at any time all or
from time to time any of the Series F Shares then outstanding upon
giving notice as hereinafter provided, on payment to the holders of
the Series F Shares of an aggregate amount equal to the Redemption
Price (as hereinafter defined) plus all dividends accumulated on such
Series F Shares being redeemed and remaining unpaid. In the case of
partial redemption, the Series F Shares to be redeemed shall be
selected pro rataamong the holders of all the Series F Shares then
outstanding, except that, with the consent of all the holders of Series F
Shares, the shares to be redeemed may be selected in any other manner.




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The Company shall, at least one (1) business day
prior to the date fixed for redemption (the
Redemption Date), give written notice to each then
registered holder of Series F Shares, of the
Companys intention to redeem the same. Such notice
shall set out the date and the place at which the
redemption is to take place and where payment is to
occur, and in the case of partial redemption, the
number of shares to be redeemed from each such holder
of Series F Shares. If notice of redemption is given
as aforesaid and an amount sufficient to redeem the
Series F Shares called for redemption is deposited
with the Companys bankers or at any other place or
places specified in the notice, on or before the
Redemption Date, the holders of Series F Shares
shall, after the Redemption Date, have no right in or
against the Company except the right to receive
payment of the Redemption Price plus all dividends
accumulated on such Series F Shares being redeemed
and remaining unpaid, in the manner described in
Section 7, on presentation and surrender of the
certificate(s) representing such number of shares to
be redeemed.7
    
    Redemption PriceThe Redemption Price of the Series F Shares shall be an amount equal to $1,000 per Series F
Share being redeemed. The Redemption Price may be paid in cash, or by certified cheque,
bank draft or wire transfer, or by the delivery of assets having equivalent value, provided
that in respect of any such payment denominated in a currency other than Canadian, for the
purpose of this Section 7, the applicable exchange rate shall be that published by the Bank
of Canada in effect on the date of payment.
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