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Exhibit 2.5

SHAREHOLDER RIGHTS PLAN

THIS SHAREHOLDER RIGHTS PLAN AGREEMENTdated as of May 1, 2003 between
Microcell Telecommunications Inc. (the Corporation), a corporation existing
under the laws of Canada, and Computershare Trust Company of Canada, a trust
company existing under the laws of Canada, as Rights Agent (the Rights Agent,
which term shall include any successor Rights Agent hereunder).

WITNESSES THAT:

WHEREASit is advisable and in the best interests of the Corporation to
adopt and maintain a shareholder rights plan (the Rights Plan) in order to
ensure, to the extent possible, that all shareholders of the Corporation will
be treated equally and fairly in connection with any take-over offer for the
Corporation; and

WHEREASin connection with the adoption of the Rights Plan:



| | (i)  |  | the distribution of one Right has been authorized effective
the Effective Date in respect of each New Instrument outstanding at
the Effective Date; and                                     
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| | (ii) |  | the issuance of one Right in respect of each New Instrument
issued after the Effective Date and prior to the earlier of the
Separation Time and the Expiration Time has been authorized; and

WHEREASeach Right entitles the holder thereof, after the Separation Time,
to purchase shares pursuant to the terms and subject to the conditions set
forth herein; and

WHEREASthe Corporation has appointed the Rights Agent to act on behalf of
the Corporation, and the Rights Agent is willing to so act, in connection with
the issuance, transfer, exchange and replacement of Rights Certificates, the
exercise of Rights and other matters referred to herein.

NOW THEREFORE, in consideration of the foregoing premises and the
respective covenants and agreements set forth herein, the parties hereby agree
as follows:

ARTICLE I
INTERPRETATION

Section 1.1     Certain Definitions.

For purposes of the Agreement, the following terms have the meanings
indicated:



| | (a) |  | Acquiring Person means, any Person who is the Beneficial
Owner of the Prescribed Percentage or more of the outstanding New
Instruments; provided, however, that the term Acquiring Person
shall not include:
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| | (i)   |  | the Corporation or any Subsidiary of the
Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| | (ii)  |  | any Person who becomes the Beneficial Owner of
the Prescribed Percentage or more of the outstanding New
Instruments as a result of (A) Corporate Acquisitions, (B)
Permitted Bid Acquisitions, (C) Corporate Distributions, (D)
Exempt Acquisitions, or (E) Convertible Security Acquisitions;
provided, however, that if a Person shall become the
Beneficial Owner of the Prescribed Percentage or more of the
outstanding New Instruments by reason of one or more or any
combination of the operation of a Corporate Acquisition,
Permitted Bid Acquisition, Corporate Distribution, Exempt
Acquisition or Convertible Security Acquisition and, after
such Corporate Acquisition, Permitted Bid Acquisition,
Corporate Distribution, Exempt Acquisition or Convertible
Security Acquisition, becomes the Beneficial Owner of an
additional one percent (1%) or more of the outstanding New
Instruments (on a Fully Diluted Basis) other than pursuant to
Corporate Acquisitions, Permitted Bid Acquisitions, Corporate
Distributions, Exempt Acquisitions or Convertible Security
Acquisitions, then as of the date of such acquisition, such
Person shall become an Acquiring Person;
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| | (iii) |  | for a period of 10 days after the
Disqualification Date (as hereinafter defined), any Person who
becomes the Beneficial Owner of the Prescribed Percentage or
more of the outstanding New Instruments as a result of such
Person becoming disqualified from relying on Clause 1.1(e)(C)
hereof solely because such Person makes or proposes to make a
Take-over Bid in respect of securities of the Corporation
alone or by acting jointly or in concert with any other Person
(the first date of public announcement (which, for the
purposes of this definition, shall include, without
limitation, a report filed pursuant to section 147.11 of the
Securities Act) by such Person or the Corporation of a current
intent to commence such a Take-over Bid being herein referred
to as the Disqualification Date);                                                                                                                                                                                                                                                                                                                                                                    
|
| | (iv)  |  | an underwriter or member of a banking or selling
group that becomes the Beneficial Owner of the Prescribed
Percentage in connection with a distribution of securities
(including, for greater certainty, by way of a private
placement of such securities) to the public; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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| | (v)   |  | a Person (a Grandfathered Person) who as at the
Grandfathering Date would have been the Beneficial Owner of
the Prescribed Percentage or more of the outstanding New
Instruments determined as if the Plan Effectiveness Date was
the Grandfathering Date; provided however that this exemption
shall not be, and shall cease to be, applicable to a
Grandfathered Person in the event that such Grandfathered
Person, if the Plan Effectiveness Date was the Grandfathering
Date, would have ceased to own the Prescribed Percentage or
more of the outstanding New Instruments after the
Grandfathering Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          





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| | (b) |  | Affiliate when used to indicate a relationship with a
corporation, means a Person that directly or indirectly through one
or more intermediaries, controls, or is controlled by, or is under
common control with, such corporation.                                                                                                                                                                                
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| | (c) |  | Agreement means this agreement as amended, modified or
supplemented from time to time.                                                                                                                                                                                                                                                                                                                             
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| | (d) |  | Associate when used to indicate a relationship with a
specified Person, means any relative of such specified Person who
has the same home as such specified Person, or any Person to whom
such specified Person is married or with whom such specified Person
is living in a conjugal relationship outside marriage, or any
relative of such spouse or other Person who has the same home as
such specified Person.
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| | (e) |  | A Person shall be deemed the Beneficial Owner, and to have
Beneficial Ownership of, and to Beneficially Own:                                                                                                                                                                                                                                                                                                   



| | (i)                                                                                                                                                                                                                                       |  | any securities of which such Person or any
Affiliate or Associate of such Person is the owner in law or
equity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| | (ii)                                                                                                                                                                                                                                      |  | any securities as to which such Person or any of
such Persons Affiliates or Associates has the right to
acquire (A) upon the exercise of any Convertible Securities,
or (B) pursuant to any agreement, arrangement or
understanding, if such right is exercisable immediately or
within a period of 60 days thereafter whether or not on
condition or the happening of any contingency (other than
customary agreements with and between underwriters and banking
group or selling group members with respect to a distribution
of securities, pursuant to a pledge of securities in the
ordinary course of business or as a result of the conversion
rights attached to the Class B Shares contained in the
Corporations articles for the purpose of allowing the Class B
Shares to tender to an exclusionary bid); and
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| | (iii)                                                                                                                                                                                                                                     |  | any securities that are Beneficially Owned
within the meaning of Section 1.1(e)(i) or (ii) hereof by any
other Person with whom such Person is acting jointly or in
concert;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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| | provided, however, that a Person shall not be deemed the
Beneficial Owner, or to have Beneficial Ownership of, or to
Beneficially Own, any security as a result of the existence of
any one or more of the following circumstances:
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| | (A)                                                                                                                                                                                                                                       |  | such security has been deposited or tendered
pursuant to a Take-over Bid made by such Person or made by any
Affiliate or Associate of such Person or made by any other
Person acting jointly or in concert with such Person, unless
such deposited or tendered security has been taken up or paid
for, whichever shall first occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       





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| | (B) |  | by reason of the holder of such security having
agreed to deposit or tender such security to a Take-over Bid
made by such Person or any of such Persons Affiliates or
Associates or any other Person with whom such Person is acting
jointly or in concert pursuant to a Permitted Lock-Up
Agreement but only until such time as the securities are taken
up and paid for under the Take-over Bid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (C) |  | if (i) the ordinary business of such Person (the
Fund Manager) includes the management of investment funds
for others (which others may include or be limited to one or
more employee benefit plans or pension plans) and/or includes
the acquisition or holding of securities for a
non-discretionary account of a Client (as defined below) by a
dealer or broker registered under applicable securities laws
to the extent required, and such security is held by the Fund
Manager in the ordinary course of such business in the
performance of such Fund Managers duties for the account of
any other Person (a Client), (ii) such Person (the Trust
Company) is licensed to carry on the business of a trust
company under applicable law and, as such, acts as trustee or
administrator or in a similar capacity in relation to the
estates of deceased or incompetent Persons or in relation to
other accounts and holds such security in the ordinary course
of such duties for the estate of any such deceased or
incompetent Person (each an Estate Account) or for such
other accounts (each an Other Account), (iii) such Person
(the Statutory Body) is an independent Person established by
statute for purposes that include, and the ordinary business
or activity of such Person includes, the management of
investment funds for employee benefit plans, pension plans,
insurance plans of various public bodies and the Statutory
Body holds such security for the purposes of its activities as
such, (iv) the ordinary business of such Person includes
acting as an agent of the Crown in the management of public
assets (the Crown Agent), or (v) such Person is the
administrator or the trustee of one or more pension funds or
plans (each a Pension Fund) registered under the laws of
Canada or any province thereof or the United States or any
state thereof (the Independent Person), or is a Pension Fund
and holds such securities for the purposes of its activities
as an Independent Person or as a Pension Fund, and provided
that such Person does not hold more than the Prescribed
Percentage of the outstanding New Instruments; provided,
however, that in any of the foregoing cases no one of the Fund
Manager, the Trust Company, the Statutory Body, the Crown
Agent, the Independent Person or the Pension Fund makes or
announces a current intention to make a Take-over Bid in
respect of securities of the Corporation alone or by acting
jointly or in concert with any other Person (other than
pursuant to a distribution by the Corporation or by means of
ordinary market transactions (including prearranged trades
entered into in the ordinary course of business of such
Person) executed through the facilities of a stock exchange or
organized over-the-counter market);





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| | (D) |  | such Person is a Client of the same Fund Manager
as another Person on whose account the Fund Manager holds such
security, or such Person is an Estate Account or an Other
Account of the same Trust Company as another Person on whose
account the Trust Company holds such security, or such Person
is a Pension Fund with the same Independent Person as another
Pension Fund;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (E) |  | such Person is a Client of a Fund Manager and
such security is owned at law or in equity by the Fund
Manager, or such Person is an Estate Account or an Other
Account of a Trust Company and such security is owned at law
or in equity by the Trust Company, or such Person is a Pension
Fund and such security is owned at law or in equity by the
Independent Person; or     
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| | (F) |  | such Person is a registered holder of securities
as a result of carrying on the business of, or acting as a
nominee of, a securities depository.                                                                                                                                                                                                                                

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| | (n) |  | Competing Bid means, a Take-over Bid that: (i) is made
while another Permitted Bid is in existence, and (ii) satisfies all
the components of the definition of a Permitted Bid, except that the
requirements set out in Clause (ii) of the definition of a Permitted
Bid shall be satisfied if the Take-over Bid shall contain, and the
take up and payment for securities tendered or deposited thereunder
shall be subject to, an irrevocable and unqualified condition that
no New Instruments shall be taken up or paid for pursuant to the
Competing Bid prior to the close of business on the date that is no
earlier than the date which is the later of: (a) 35 days after the
date the Competing Bid is made; and (b) the date on which New
Instruments may be taken up under the earliest Permitted Bid that
preceded the Competing Bid (determined at the date of making the
Take-over Bid and assuming no amendment or variation of the terms
and conditions of the Permitted Bid and satisfaction of all
conditions to completion thereof).                            
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (o) |  | controlled: a corporation is controlled by another Person
if (i) securities entitled to vote in the election of directors
carrying more than fifty percent (50%) of the votes for the election
of directors are held, other than by way of security only, by or for
the benefit of the other Person; and (ii) the votes carried by such
securities are entitled, if exercised, to elect a majority of the
board of directors of such corporation; and controls,
controlling and under common control with shall be interpreted
accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (p) |  | Convertible Security means at any time (i) any right
(regardless of whether such right constitutes a security) to acquire
New Instruments or other securities from the Corporation; and (ii)
any securities issued by the Corporation from time to time (other
than the Rights) carrying any exercise, conversion or exchange
right; which is then exercisable or exercisable within a period of
60 days from that time, pursuant to which the holder thereof may
acquire New Instruments or other securities which are convertible
into or exercisable or exchangeable for New Instruments (in each
case, whether such right is then exercisable or exercisable within a
period of 60 days from that time and whether or not on condition or
the happening of any contingency), provided that for greater
certainty the Class B Shares shall not be considered Convertible
Securities as a result of the conversion rights attached to such
Class B Shares contained in the Corporations articles for the
purpose of allowing the Class B Shares to tender to an exclusionary
bid.
|
| | (q) |  | Convertible Security Acquisition means the acquisition of
New Instruments upon the exercise of Convertible Securities received
by a Person pursuant to a Permitted Bid Acquisition, Exempt
Acquisition or a Corporate Distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (r) |  | Corporate Acquisition means an acquisition by the
Corporation or a Subsidiary of the Corporation or the redemption by
the Corporation, or the cancellation by the Corporation as a result
of any exercise of any conversion or exchange rights, of New
Instruments which by reducing the number of New Instruments
outstanding increases the proportionate number of New Instruments
Beneficially Owned by any Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





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| | (s) |  | Corporate Distribution means an acquisition as a result of:
| | --- |  | -------------------------------------------------------------

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| |       |  | receipt or exercise of rights issued by the Corporation and
distributed to all holders of a type or class of New
Instruments to subscribe for or purchase any type or class of
New Instruments or Convertible Securities (and provided such
rights are acquired directly from the Corporation and not
from any Person), provided that the Person in question does
not thereby acquire a greater class percentage of New
Instruments, or Convertible Securities representing the right
to acquire New Instruments of such class, than the percentage
of New Instruments of the class Beneficially Owned
immediately prior to such acquisition;                                                                                                                                                   
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iii) |  | pursuant to an issuance and sale by the
Corporation of New Instruments or Convertible Securities by
way of a private placement by the Corporation, provided that
(x) all necessary stock exchange approvals for such private
placement have been obtained and such private placement
complies with the terms and conditions of such approvals, and
(y) the purchaser does not become the Beneficial Owner of more
than 25% of the New Instruments outstanding immediately prior
to the private placement (and in making this determination,
the securities to be issued to such purchaser on the private
placement shall be deemed to be held by such purchaser but
shall not be included in the aggregate number of outstanding
New Instruments immediately prior to the private placement);
or
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| | (iv)  |  | pursuant to the exercise of any rights attached
to Convertible Securities acquired pursuant to clauses (i) and
(ii) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| | (dd) |  | First Preferred Shares means first preferred shares in the
capital of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ee) |  | First Unit means a unit consisting of a First Note together
with one FPV2 Share or one FPNV2 Share, as the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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| | (ff) |  | First Voting Instruments means (i) FPV Shares or (ii) First
Units which include FPV2 Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (gg) |  | Flip-in Event means a transaction or series of transactions
in or pursuant to which any Person becomes an Acquiring Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| | (hh) |  | FPNV Shares means a series of non-voting First Preferred
Shares as provided in the Articles of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| | (ii) |  | FPNV2 Shares means a series of non-voting and non-dividend
bearing First Preferred Shares as provided in the Articles of the
Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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| | (jj) |  | FPV Shares means a series of voting First Preferred Shares
as provided in the Articles of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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| | (kk) |  | FPV2 Shares means a series of voting and non-dividend
bearing First Preferred Shares as provided in the Articles of the
Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | (ll) |  | Fully Diluted Basis in respect of New Instruments means the
New Instruments considered as a single class and on a fully diluted
basis, assuming conversion of all First Instruments and Second
Instruments, without giving effect to options granted under the
Stock Option Plan, Shares issued under the Stock Purchase Plan or
any exercise of Warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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| | (mm) |  | Grandfathering Date means the close of business on December
9, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | (nn) |  | Independent Holders means holders of New Instruments, but
shall not include any Acquiring Person or any Offeror, or any
Affiliate or Associate of such Acquiring Person or such Offeror, or
any Person acting jointly or in concert with such Acquiring Person
or such Offeror, or any employee benefit plan, stock purchase plan,
deferred profit sharing plan or any similar plan or trust for the
benefit of employees of the Corporation or a Subsidiary of the
Corporation, unless the beneficiaries of any such plan or trust
direct the manner in which the New Instruments are to be voted or
direct whether the New Instruments are to be tendered to a Take-over
Bid, and shall include any Person referred to in Section 1.1(e)(iii)
hereof (other than any Person who pursuant to Section 1.1(e) is
deemed not to Beneficially Own the New Instruments) that has not
made or announced a current intention to make a Take-Over Bid.
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| | (oo) |  | Market Price per security of any securities on any date of
determination means the average of the daily closing prices per
security of such securities (determined as described below) on each
of the 20 consecutive Trading Days through and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  





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| |      |  | including the Trading Day immediately preceding such date;
provided, however, that if an event of a type analogous to any of
the events described in Section 2.3 hereof shall have caused the
closing prices used to determine the Market Price on any Trading
Days not to be fully comparable with the closing price on such date
of determination or, if the date of determination is not a Trading
Day, on the immediately preceding Trading Day, each such closing
price so used shall be appropriately adjusted in a manner analogous
to the applicable adjustment provided for in Section 2.3 hereof in
order to make it fully comparable with the closing price on such
date of determination or, if the date of determination is not a
Trading Day, on the immediately preceding Trading Day. The closing
price per security of any securities on any date shall be (i) the
closing board lot sale price or, if such price is not available,
the average of the closing bid and asked prices, for each security
as reported by The Toronto Stock Exchange, or (ii) if for any
reason none of such prices is available on such day or the
securities are not listed or admitted to trading on The Toronto
Stock Exchange, the closing board lot sale price or, if such price
is not available, the average of the closing bid and asked prices,
for each security as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the securities exchange on which the
securities are primarily traded, or (iii) if not so listed, the
last quoted price, or if not so quoted, the average of the high bid
and low asked prices for each security of such securities in the
over-the-counter market, or (iv) if on any such date the securities
are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker
making a market in the securities selected in good faith by the
Board of Directors; provided, however, that if on any such date the
securities are not traded in the over-the-counter market, the
closing price per security of such securities on such date shall
mean the fair value per instrument of such securities on such date
as determined in good faith by a nationally or internationally
recognized investment dealer or investment banker.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| | (pp) |  | New Instruments means the First Instruments, Second
Instruments, Class A Shares and Class B Shares or any one or more of
them, as the context may require.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| | (qq) |  | Offer to Acquire shall include (i) an offer to purchase, a
public announcement of an intention to make an offer to purchase, or
a solicitation of an offer to sell; and (ii) an acceptance of an
offer to sell, whether or not such offer to sell has been solicited
or any combination thereof, and the Person accepting an offer to
sell shall be deemed to be making an Offer to Acquire to the Person
that made the offer to sell.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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| | (rr) |  | Offeror means a Person who has announced a current
intention to make, or who makes and has outstanding, a Take-over
Bid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| | (ss) |  | Offerors Securities means New Instruments Beneficially
Owned by an Offeror, any Affiliate or Associate of such Offeror, or
any Person acting jointly or in concert with the Offeror.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               





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| | (tt) |  | Permitted Bid means a Take-over Bid that is made by means
of a Take-over Bid circular and which also complies with the
following additional provisions:
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

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|(i) |  | (A) |  | permits the Locked-up Person to withdraw New
Instruments or Convertible Securities in order to tender or
deposit New





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| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |  | Instruments or Convertible Securities to another
Take-over Bid (or terminate the agreement in order to
support another transaction) that represents an
offering price for each New Instrument or Convertible
Security that exceeds, or provides a value for each New
Instrument or Convertible Security that is greater
than, the offering price or value contained or proposed
to be contained in the Lock-up Bid, provided that the
other Take-over Bid or transaction is made for at least
the same number of New Instruments or Convertible
Securities as the Lock-up Bid; or                                                                                                                                                                                                                                                                                                                                                    
| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | (B) |  | permits the Locked-up Person to
withdraw New Instruments or Convertible Securities in
order to tender or deposit the New Instruments or
Convertible Securities to another Take-over Bid (or
terminate the agreement in order to support another
transaction) that represents an offering price for each
New Instrument or Convertible Security that exceeds, or
provides a value for each New Instrument or Convertible
Security that is greater than, the offering price
represented in or proposed to be represented in, the
Lock-up Bid by as much or more than a specified amount
(the Specified Amount) and the Specified Amount is not
greater than 7% of the offering price that is contained
in the Lock-up Bid, provided that the other Take-over
Bid or transaction is made for at least the same number
of each type or class of each type or class of New
Instruments or Convertible Securities as the Lock-up
Bid; and



| | (ii) |  | provides that no break-up fees, top-up fees,
penalties, payments, expenses or other amounts that exceed in
the aggregate the greater of (A) the cash equivalent of 2.5%
of the price or value payable under the Lock-up Bid to the
Locked-up Person and (B) 50% of the amount by which the price
or value payable under another Take-over Bid or another
transaction to a Locked-up Person exceeds the price or value
of the consideration that such Locked-up Person would have
received under the Lock-up Bid, shall be payable by such
Locked-up Person pursuant to the agreement in the event that
the Lock-up Bid is not successfully concluded or if any
Locked-up Person withdraws or fails to tender New Instruments
or Convertible Securities pursuant thereto, and that any such
amounts shall only be payable following the actual receipt by
the Locked-up Person of consideration under another Take-over
Bid or another transaction;
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and, for greater certainty, the agreement may contain a right of
first refusal or require a period of delay to give the Offeror an
opportunity to at least match a higher consideration in another
Take-over Bid or another transaction or contain any other similar
limitation on a Locked-up Persons right to withdraw New
Instruments or Convertible Securities from the agreement, so long
as any such limitation does not preclude the exercise by the
Locked-up Person of the right to





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- 13 -

| |                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | withdraw New Instruments or Convertible Securities in sufficient
time to tender to the other Take-over Bid or to support the other
transaction



| | (ww)  |  | Person means any individual, firm, partnership,
association, trust, trustee, executor, administrator, legal or
personal representative, government, governmental body, entity or
authority, group, body corporate, corporation, unincorporated
organization or association, syndicate, joint venture or any other
entity, whether or not having legal personality, and any of the
foregoing in any derivative, representative or fiduciary capacity
and pronouns have a similar extended meaning.
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (xx)  |  | Plan Effectiveness Date means May 1, 2003, the date of
effectiveness of the CCAA Plan.                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (yy)  |  | Prescribed Percentage means either (i) 10% of the aggregate
outstanding New Instruments or (ii) such higher percentage amount as
may be determined by the Corporation from time to time pursuant to
Section 5.4(1), considered on a Fully Diluted Basis.                                                                                                                                                                                                                                         
|
| | (zz)  |  | Redemption Price has the meaning ascribed thereto in
Section 5.1(1) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (aaa) |  | regular periodic cash dividends means cash dividends paid
at regular intervals in any fiscal year of the Corporation to the
extent that such cash dividends do not exceed, in the aggregate, the
greatest of:                                                                                                                                                                                                                                                                                    

|
|
|
|
|

|
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- 14 -



| |       |  | and a term to maturity equal to the term to maturity of the Second
Preferred Shares (or remainder thereof, as the case may be).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (hhh) |  | Second Preferred Shares means second preferred shares in
the capital of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (iii) |  | Second Unitmeans a unit consisting of a Second Note
together with one SPV2 Share or one SPNV2 Share, as the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (jjj) |  | Second Voting Instruments means (i) SPV Shares or (ii)
Second Units which include SPV2 Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (kkk) |  | Securities Act means the Securities Act(Quebec), and the
regulations and rules thereunder, and any comparable or successor
laws, regulations and rules thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (lll) |  | Separation Time means the close of business on the tenth
(10th) Trading Day after the earlier of (i) the Stock Acquisition
Date, (ii) the date of the commencement of, or first public
announcement of the intent of any Person (other than the Corporation
or any Subsidiary of the Corporation) to commence, a Take-over Bid
(other than a Permitted Bid or Competing Bid) and (iii) the date on
which a Permitted Bid or Competing Bid ceases to qualify as such, or
such later date as may be determined by the Board of Directors,
provided that, if any Take-over Bid referred to in Clause (ii) of
this Section 1.1(lll) or any Permitted Bid or Competing Bid referred
to in Clause (iii) of this Section 1.1(lll) expires, is cancelled,
terminated or otherwise withdrawn prior to the Separation Time, such
Take-over Bid, Permitted Bid or Competing Bid, as the case may be,
shall be deemed, for the purposes of this Section 1.1(lll), never to
have been made and provided further that if the Board of Directors
determines pursuant to Sections 5.1(2), 5.1(3) or 5.1(4) hereof to
waive the application of Section 3.1 hereof to a Flip-in Event, the
Separation Time in respect of such Flip-in Event shall be deemed
never to have occurred.
|
| | (mmm) |  | SPNV Shares means a series of non-voting Second Preferred
Shares as provided in the Articles of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (nnn) |  | SPNV2 Shares means a series of non-voting and non-dividend
bearing Second Preferred Shares as provided in the Articles of the
Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (ooo) |  | SPV Shares means a series of voting Second Preferred
Shares as provided in the Articles of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (ppp) |  | SPV2 Shares means a series of voting and non-dividend
bearing Second Preferred Shares as provided in the Articles of the
Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (qqq) |  | Shares means any of the Class A Shares or the Class B
Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (rrr) |  | Stock Acquisition Date means the first date of public
announcement (which, for purposes of this definition, shall include,
without limitation, a report filed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





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- 15 -



| |       |  | pursuant to section 147.11 of the Securities Act) by the
Corporation or an Offeror or Acquiring Person of facts indicating
that a Person has become an Acquiring Person.                                                                                                                                                                                                                                                                                                               
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (sss) |  | Stock Option Plan means the certain Stock Option Plan of
the Corporation dated the Plan Effectiveness Date.                                                                                                                                                                                                                                                                                                                                                                          
|
| | (ttt) |  | Stock Purchase Plan means the certain Stock Purchase Plan
of the Corporation dated the Plan Effectiveness Date.                                                                                                                                                                                                                                                                                                                                                                      
|
| | (uuu) |  | Subsidiary: a corporation shall be deemed to be a
Subsidiary of another corporation if (i) it is controlled by (A)
that other; (B) that other and one or more corporations each of
which is controlled by that other; or (C) two or more corporations
each of which is controlled by that other; or (ii) it is a
Subsidiary of a corporation that is that others Subsidiary.                                                                                                        
|
| | (vvv) |  | Take-over Bid means an Offer to Acquire New Instruments or
Convertible Securities where the New Instruments or Convertible
Securities subject to the Offer to Acquire, together with the New
Instruments into which the Convertible Securities subject to the
Offer to Acquire are convertible, exchangeable or exercisable, and
the Offerors Securities, constitute in the aggregate the Prescribed
Percentage or more of the outstanding New Instruments on a Fully
Diluted Basis.
|
| | (www) |  | Termination Time means the time at which the right to
exercise Rights shall terminate pursuant to Section 5.1(1), Section
5.1(5) or Section 5.1(8) hereof.                                                                                                                                                                                                                                                                                                                           
|
| | (xxx) |  | Trading Day, when used with respect to any securities,
means a day on which the principal Canadian stock exchange or market
on which such securities are listed or admitted to trading is open
for the transaction of business or, if the securities are not listed
or admitted to trading on any Canadian stock exchange or market, a
Business Day.                                                                                                                                 
|
| | (yyy) |  | Warrants means, collectively, the 2005 warrants and 2008
warrants of the Corporation issued pursuant to the certain Warrant
Indentures respectively dated May 1, 2003 between Computershare
Trust Company of Canada and the Corporation.                                                                                                                                                                                                                                             

Section 1.2     Currency.

All sums of money which are referred to in this Agreement are expressed in
lawful money of Canada, unless otherwise specified.

Section 1.3     Headings.

The division of this Agreement into Articles, Sections and Clauses and the
insertion of headings, subheadings and a table of contents are for convenience
of reference only and shall not affect the construction or interpretation of
this Agreement.





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- 16 -

Section 1.4     Number and Gender.

Wherever the context so requires, terms used herein importing the singular
number only shall include the plural and vice-versa and words importing only
one gender shall include all others.

Section 1.5     Acting Jointly or in Concert.

For the purposes of this Agreement, a Person is acting jointly or in
concert with every Person who is a party to an agreement, commitment or
understanding, whether formal or informal, with the first Person or any
Associate or Affiliate of the second Person to acquire or make an Offer to
Acquire New Instruments (other than customary agreements with and between
underwriters or banking group members or selling group members with respect to
a distribution of securities or to a pledge of securities in the ordinary
course of business).

Section 1.6     Statutory References.

Unless the context otherwise requires or except as expressly provided
herein, any reference herein to a specific part, section, clause or Rule of any
statute or regulation shall be deemed to refer to the same as it may be
amended, re-enacted or replaced or, if repealed and there shall be no
replacement therefore, to the same as it is in effect on the date of this
Agreement.

Section 1.7     Calculation of certain percentages.

For purposes of this Agreement, the percentage of the outstanding New
Instruments Beneficially Owned by any Person shall be and be deemed to be the
product of one hundred (100) and the number of which the numerator is the sum
of the number of New Instruments Beneficially Owned by such Person (on a Fully
Diluted Basis) and the denominator is the number of New Instruments then
outstanding (on a Fully Diluted Basis).

ARTICLE II
THE RIGHTS

Section 2.1     Legend on Share Certificates.



|(1) |  | Certificates issued for New Instruments after the Effective Date but
prior to the close of business on the earlier of the Separation Time and
the Expiration Time shall evidence one Right for each New Instrument
represented thereby and, commencing as soon as reasonably practicable
after the Effective Date, shall have impressed on, printed on, written on
or otherwise affixed to them, a legend in substantially the following
form:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | Until the Separation Time (as defined in the Rights Plan
referred to below), this certificate also evidences and entitles the
holder hereof to certain Rights as set forth in a Shareholder Rights
Plan Agreement, dated May 1, 2003, as amended and restated from time
to time (the Rights Plan), between Microcell Telecommunications
Inc. (the Corporation) and Computershare Trust Company of Canada,
as rights agent (the Rights Agent), the terms of which are
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 17 -



| |     |  | hereby incorporated herein by reference and a copy of which is on
file at the principal executive office of the Corporation. Under
certain circumstances, as set forth in the Rights Plan, such Rights
may be amended or redeemed, may expire, may become null and void
(if, in certain cases, they are issued to or Beneficially Owned
by any Person who is, was or becomes an Acquiring Person, as such
terms are defined in the Rights Plan, whether currently held by or
on behalf of such Person or any subsequent holder) or may be
evidenced by separate certificates and may no longer be evidenced
by this certificate.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The Corporation will mail or arrange for the mailing of a
copy of the Rights Plan to the holder of this certificate without
charge upon receipt of a written request therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                      



|(2) |  | Until the earlier of the Separation Time and the Expiration Time,
certificates representing New Instruments that are issued and outstanding
at the Effective Date shall evidence one Right for each New Instrument
evidenced thereby notwithstanding the absence of the foregoing legend.
Following the Separation Time, Rights will be evidenced by Rights
certificates issued pursuant to Section 2.2 hereof.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 2.2     Initial Exercise Price; Exercise of Rights; Detachment of Rights.



|(1) |  | Right to entitle holder to purchase one Share prior to adjustment.
Subject to adjustment as herein set forth and subject to Section 3.1(1)
hereof, each Right will entitle the holder thereof, from and after the
Separation Time and prior to the Expiration Time, to purchase, for the
Exercise Price as at the Business Day immediately preceding the date of
exercise of the Right, one Share (which price and number of Shares are
subject to adjustment as set forth below and are subject to Section 3.1(1)
hereof). Notwithstanding any other provision of this Agreement, any Rights
held by the Corporation and any of its Subsidiaries shall be void. Holders
of Rights shall receive Class A Shares if Canadian and Class B Shares if
non-Canadian; the Corporation may, for such purpose, request that each
such holder furnish the Corporation with a residency declaration attesting
whether it is or is not Canadian.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Rights not exercisable until Separation Time. Until the Separation Time,
(i) the Rights shall not be exercisable and no Right may be exercised, and
(ii) for administrative purposes each Right will be evidenced by the
certificates for the associated New Instruments registered in the names of
the holders thereof (which certificates shall also be deemed to be Rights
Certificates) and will be transferable only together with, and will be
transferred by a transfer of, such associated New Instruments.                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(3) |  | Delivery of Rights Certificate and disclosure statement. From and after
the Separation Time and prior to the Expiration Time, (i) the Rights shall
be exercisable, and (ii) the registration and transfer of the Rights shall
be separate from, and independent of, New Instruments. Promptly following
the Separation Time, the Corporation will prepare and the Rights Agent
will mail to each holder of record of Rights as of the Separation Time
(other than an Acquiring Person and, in respect of any Rights Beneficially
Owned by such Acquiring Person which are not held of record by such
Acquiring Person, the holder of record of such Rights (a Nominee)) at
such holders address as shown by the                                                                                                                                                                                                                   





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- 18 -



|    |  | records of the Corporation (the Corporation hereby agreeing to furnish
copies of such records to the Rights Agent for this purpose), (A) a
certificate (a Rights Certificate) in substantially the form of
Schedule 2.2(3) hereto (subject to Section 2.2(8)) appropriately
completed, representing the number and type of Rights held by such holder
at the Separation Time, and having such marks of identification or
designation and such legends, summaries or endorsements printed thereon
as the Corporation may deem appropriate and as are not inconsistent with
the provisions of this Agreement, or as may be required to comply with
any law, rule, regulation or judicial or administrative order or with any
rule or regulation made pursuant thereto or with any rule or regulation
of any self-regulatory organization, stock exchange or quotation system
on which the Rights may from time to time be listed or traded, or to
conform to usage, and (B) a disclosure statement describing the Rights,
provided that a Nominee shall be sent the materials provided for in (A)
and (B) in respect of all New Instruments held of record by it which are
not Beneficially Owned by an Acquiring Person. In order for the
Corporation to determine whether any Person is holding New Instruments
which are Beneficially Owned by another Person, the Corporation may
require such first mentioned Person to furnish it with such information
and documentation as the Corporation considers advisable.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | Exercise of Rights. Rights may be exercised in whole or in part on any
Business Day after the Separation Time and prior to the Expiration Time by
submitting to the Rights Agent the Rights Certificate evidencing such
Rights together with an election to exercise such Rights (an Election to
Exercise) substantially in the form attached to the Rights Certificate
duly completed and executed, accompanied by payment by certified cheque,
bankers draft or money order payable to the order of the Corporation, of
a sum equal to the Exercise Price multiplied by the number of Rights being
exercised and a sum sufficient to cover any transfer tax or charge which
may be payable in respect of any transfer involved in the transfer or
delivery of Rights Certificates or the issuance or delivery of
certificates for New Instruments in a name other than that of the holder
of the Rights being exercised, all of the above to be received before the
Expiration Time by the Rights Agent at its principal office in any of the
cities listed on the Rights Certificate.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(5) |  | Duties of Rights Agent upon receipt of Election to Exercise. Upon receipt
of a Rights Certificate, which is accompanied by (i) a completed and duly
executed Election to Exercise, and (ii) payment as set forth in Section
2.2(4) above, the Rights Agent (unless otherwise instructed by the
Corporation) will thereupon promptly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| | (a) |  | requisition from the transfer agent for the Share
certificates representing the number of Shares to be purchased (the
Corporation hereby irrevocably authorizing its transfer agent to
comply with all such requisitions);
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | when appropriate, requisition from the Corporation the amount
of cash to be paid in lieu of issuing fractional Shares;                                                                                                    
|
| | (c) |  | after receipt of such certificates, deliver the same to or
upon the order of the registered holder of such Rights Certificate,
registered in such name or names as may be designated by such
registered holder;           





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- 19 -



| | (d) |  | when appropriate, after receipt, deliver such cash (less any
amounts required to be withheld) to or to the order of the
registered holder of the Rights Certificate; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | tender to the Corporation all payments received on exercise
of the Rights.                                                                                              



|(6) |  | Partial Exercise of Rights. In case the holder of any Rights shall
exercise less than all of the Rights evidenced by such holders Rights
Certificate, a new Rights Certificate evidencing the Rights remaining
unexercised will be issued by the Rights Agent to such holder or to such
holders duly authorized assigns.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(7) |  | Duties of the Corporation. The Corporation covenants and agrees that it
will:                                                                                                                                                                                                                                             



| | (a) |  | take all such action as may be necessary and within its power
to ensure that all Shares or other securities delivered upon
exercise of Rights shall, at the time of delivery of the
certificates for such shares (subject to payment of the Exercise
Price), be duly and validly authorized, executed, issued and
delivered and fully paid and non-assessable;                                                                                                                                                                                                                                                                                                                                                       
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | take all such action as may be necessary and within its power
to ensure compliance with the provisions of Section 3.1 hereof
including, without limitation, all such action to comply with any
applicable requirements of the CBCA, the Securities Act and any
applicable comparable securities legislation of each of the
provinces of Canada and any other applicable law, rule or
regulation, in connection with the issuance and delivery of the
Rights Certificates and the issuance of any Shares or other
securities upon exercise of Rights;                                                                                                                                                                 
|
| | (c) |  | use reasonable efforts to cause, from and after such time as
the Rights become exercisable, all Shares issued upon exercise of
Rights to be listed upon issuance on the principal stock exchange on
which the Shares were traded prior to the Stock Acquisition Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d) |  | cause to be reserved and kept available out of its authorized
and unissued Shares, the number of Shares that, as provided in this
Agreement, will from time to time be sufficient to permit the
exercise in full of all outstanding Rights;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (e) |  | pay when due and payable any and all Canadian federal and
provincial transfer taxes and charges (not including any income or
capital taxes of the holder or exercising holder or any liability of
the Corporation to withhold tax) which may be payable in respect of
the original issuance or delivery of the Rights Certificates,
provided that the Corporation shall not be required to pay any
transfer tax or charge which may be payable in respect of any
transfer involved in the transfer or delivery of Rights Certificates
or the issuance or delivery of certificates for shares or other
securities in a name other than that of the registered holder of the
Rights being transferred or exercised; and
|
| | (f) |  | after the Separation Time, except as permitted by Sections
5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any
action if at the time such action is                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   





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- 20 -



| |  |  | taken it is reasonably foreseeable that such action will diminish
substantially or otherwise eliminate the benefits intended to be
afforded by the Rights.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) |  | Classes of New Instruments. Subject to Sections 2.3 and 3.1(1), a Right
issued to a holder of a New Instrument shall represent the right to
acquire one (1) Class A Share per New Instrument or one (1) Class B Share
per New Instrument (as the case may be, based on whether such holder is
Canadian or non-Canadian on the date of exercise of the Right in
accordance with Section 2.2(4)). In the event that a New Instrument is
redeemed or is purchased for cancellation prior to the Separation Time,
its accompanying Right shall be deemed to have been purchased for
cancellation.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 2.3 Adjustments to Exercise Price; Number of Rights.

The Exercise Price, the number and kind of Shares or other securities
subject to purchase upon exercise of each Right and the number of Rights
outstanding are subject to adjustment from time to time as provided in this
Section 2.3:



| | (a) |  | Adjustment to Exercise Price upon changes to share capital.
In the event the Corporation shall at any time after the Effective
Date:
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------

|
|
|
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|
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| |  |  | or reclassification. If an event occurs which would require an
adjustment under both this Section 2.3 and Section 3.1 hereof, the
adjustment provided for in this Section 2.3 shall be in addition to
and, shall be made prior to, any adjustment required pursuant to
Section 3.1 hereof.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) |  | Adjustment to Exercise Price upon issue of rights, options
and warrants. In case the Corporation shall at any time after the
Effective Date fix a record date for the issuance of rights, options
or warrants to all holders of New Instruments entitling them (for a
period expiring within forty five (45) calendar days after such
record date) to subscribe for or purchase Shares (or instruments
having the same rights, privileges and preferences as Shares
(equivalent shares)) or securities convertible into or
exchangeable for or carrying a right to purchase Shares or
equivalent shares at a price per Share or per equivalent share (or
having a conversion price or exchange price or exercise price per
share, if a security convertible into or exchangeable for or
carrying a right to purchase Shares or equivalent shares) less than
ninety percent (90%) of the Market Price per Share on such record
date, the Exercise Price to be in effect after such record date
shall be determined by multiplying the Exercise Price in effect
immediately prior to such record date by a fraction, the numerator
of which shall be the number of Shares outstanding on such record
date, plus the number of Shares that the aggregate offering price of
the total number of Shares and/or equivalent shares so to be offered
(and/or the aggregate initial conversion, exchange or exercise price
of the convertible or exchangeable securities or rights so to be
offered, including the price required to be paid to purchase such
convertible or exchangeable securities or rights so to be offered)
would purchase at such Market Price per Share, and the denominator
of which shall be the number of Shares outstanding on such record
date, plus the number of additional Shares and/or equivalent shares
to be offered for subscription or purchase (or into which the
convertible or exchangeable securities are initially convertible,
exchangeable or exercisable). In case such subscription price may be
paid by delivery of consideration, part or all of which may be in a
form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors, whose
determination shall be described in a certificate filed with the
Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights. Such adjustment shall be made successively
whenever such a record date is fixed and, in the event that such
rights or warrants are not so issued, the Exercise Price shall be
adjusted to be the Exercise Price which would then be in effect if
such record date had not been fixed.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | For purposes of this Agreement, the granting of the right to
purchase Shares (whether from the Corporation or otherwise)
pursuant to any dividend or interest reinvestment plan and/or any
Share purchase plan providing for the reinvestment of dividends or
interest payable on securities of the Corporation and/or the
investment of periodic optional payments and/or employee benefit,
stock option or similar plans (so long as such right to purchase is
in no case evidenced by the delivery of rights or warrants) shall
not be deemed to constitute an issue of rights, options or warrants
by the Corporation; provided, however,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      





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|    |  | that, in the case of any dividend or interest reinvestment plan,
the right to purchase Shares is at a price per instrument of not
less than ninety percent (90%) of the current market price per
share (determined as provided in such plans) of the Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(c) |  | Adjustment to Exercise Price upon Corporate Distributions. In
case the Corporation shall at any time after the Effective Date fix
a record date for a distribution to all holders of Shares (including
any such distribution made in connection with a merger,
amalgamation, arrangement, plan, compromise or reorganization in
which the Corporation is the continuing or successor Corporation) of
evidences of indebtedness, cash (other than a regular periodic cash
dividend or a regular periodic cash dividend paid in Shares, but
including any dividend payable in securities other than Shares),
assets or subscription rights, options or warrants (excluding those
referred to in Section 2.3(b) above), the Exercise Price to be in
effect after such record date shall be determined by multiplying the
Exercise Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the Market Price per Share
on such record date, less the fair market value (as determined in
good faith by the Board of Directors, whose determination shall be
described in a statement filed with the Rights Agent) of the portion
of the cash, assets or evidences of indebtedness so to be
distributed or of such subscription rights, options or warrants
applicable to a Share and the denominator of which shall be such
Market Price per Share. Such adjustments shall be made successively
whenever such a record date is fixed, and in the event that such
distribution is not so made, the Exercise Price shall be adjusted to
be the Exercise Price which would have been in effect if such record
date had not been fixed.
|   
|(d) |  | De minimis threshold for adjustment to Exercise Price.
Notwithstanding anything herein to the contrary, no adjustment in
the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in the
Exercise Price; provided, however, that any adjustments which by
reason of this Section 2.3(d) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 2.3 shall be made to the nearest
cent or to the nearest one-hundredth of a Share or other share, as
the case may be. Notwithstanding the first sentence of this Section
2.3(d), any adjustment required by this Section 2.3 shall be made no
later than the earlier of (i) three (3) years from the date of the
transaction which mandates such adjustment or (ii) the Expiration
Time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(e) |  | Corporation may provide for alternate means of adjustment.
Subject to the prior consent of the holders of New Instruments or
Rights obtained as set forth in Section 5.4(2) or (3) hereof, as
applicable, in the event the Corporation shall at any time after the
Effective Date issue any shares of capital stock (other than
Shares), or rights or warrants to subscribe for or purchase any such
capital stock, or securities convertible into or exchangeable for
any such capital stock, in a transaction referred to in Sections
2.3(a)(i) or (a)(iv) or 2.3(b) or (c) above, if the Board of
Directors acting in good faith determines that the adjustments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        





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|    |  | contemplated by Sections 2.3(a), (b) and (e) above in connection
with such transaction will not appropriately protect the interests
of the holders of Rights, the Corporation shall be entitled to
determine what other adjustments to the Exercise Price, number of
Rights and/or securities purchasable upon exercise of Rights would
be appropriate and, notwithstanding Sections 2.3(a), (b) and (c)
above, such adjustments, rather than the adjustments contemplated
by Sections 2.3(a), (b) and (c) above, shall be made. The
Corporation and the Rights Agent shall amend this Agreement as
appropriate to provide for such adjustments.                                                                                                                                                                                                                                              
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(f) |  | Adjustment to Rights exercisable into shares other than
Shares. If as a result of an adjustment made pursuant to Section 3.1
hereof, the holder of any Right thereafter exercised shall become
entitled to receive any shares other than Shares, thereafter the
number of such other shares so receivable upon exercise of any Right
and the Exercise Price thereof shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Shares contained
in Sections 2.3(a), (b), (c), (d), (e), (g),(i),(j),(k) and (l)
above and below, as the case may be, and the provisions of this
Agreement with respect to the Shares shall apply on like terms to
any such other shares.                                                                                                                             
|   
|(g) |  | Rights to evidence right to purchase Shares at adjusted
Exercise Price. Each Right originally issued by the Corporation
subsequent to any adjustment made to the Exercise Price hereunder
shall evidence the right to purchase, at the adjusted Exercise
Price, the number of Shares purchasable from time to time hereunder
upon exercise of such Right, all subject to further adjustment as
provided herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(h) |  | Adjustment to number of Shares purchasable upon adjustment to
Exercise Price. Unless the Corporation shall have exercised its
election as provided in Section 2.3(i) below, upon each adjustment
of the Exercise Price as a result of the calculations made in
Sections 2.3(b) and (c) above, each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Exercise Price, that number of
Shares (calculated to the nearest one ten-thousandth) obtained by
(A) multiplying (x) the number of shares purchasable upon exercise
of a Right immediately prior to this adjustment by (y) the Exercise
Price in effect immediately prior to such adjustment of the Exercise
Price, and (B) dividing the product so obtained by the Exercise
Price in effect immediately after such adjustment of the Exercise
Price.
|   
|(i) |  | Election to adjust number of Rights upon adjustment to
Exercise Price. The Corporation shall be entitled to elect on or
after the date of any adjustment of the Exercise Price to adjust the
number of Rights, in lieu of any adjustment in the number of Shares
purchasable upon the exercise of a Right. Each of the Rights
outstanding after the adjustment in the number of Rights shall be
exercisable for the number of Shares for which a Right was
exercisable immediately prior to such adjustment. Each Right held of
record prior to such adjustment of the                                                                                                                                                                                                                                                                                                                        





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- 24 -



|    |  | number of Rights shall become
that number of Rights (calculated to the nearest
one ten-thousandth) obtained by dividing the Exercise Price in
effect immediately prior to adjustment of the Exercise Price by the
Exercise Price in effect immediately after adjustment of the
Exercise Price. The Corporation shall make a public announcement of
its election to adjust the number of Rights, indicating the record
date for the adjustment and, if known at the time, the amount of
the adjustment to be made. This record date may be the date on
which the Exercise Price is adjusted or any day thereafter but, if
Rights Certificates have been issued, shall be at least ten (10)
days later than the date of the public announcement. If Rights
Certificates have been issued, upon each adjustment, of the number
of Rights pursuant to this Section 2.3(i), the Corporation shall,
as promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date Rights
Certificates evidencing, subject to Section 5.5 hereof, the
additional Rights to which such holders shall be entitled as a
result of such adjustment, or, at the option of the Corporation,
shall cause to be distributed to such holders of record in
substitution and replacement for the Rights Certificates held by
such holders prior to the date of adjustment, and upon surrender
thereof, new Rights Certificates evidencing all the Rights to which
such holders shall he entitled after such adjustment. Rights
Certificates so to be distributed shall be issued, executed and
countersigned in the manner provided for herein and may bear, at
the option of the Corporation, the adjusted Exercise Price and
shall be registered in the names of the holders of record of Rights
Certificates on the record date for the adjustment specified in the
public announcement.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(j) |  | Rights Certificates may contain Exercise Price before
adjustment. Irrespective of any adjustment or change in the Exercise
Price or the number of Shares issuable upon the exercise of the
Rights, the Rights Certificates theretofore and thereafter issued
may continue to express the Exercise Price per share and the number
of shares which were expressed in the initial Rights Certificates
issued hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(k) |  | Corporation may in certain cases defer issues of securities.
In any case in which this Section 2.3 shall require that an
adjustment in the Exercise Price be made effective as of a record
date for a specified event, the Corporation may elect to defer until
the occurrence of such event the issuance to the holder of any Right
exercised after such record date the number of Shares and other
securities of the Corporation, if any, issuable upon such exercise
over and above the number of Shares and other securities of the
Corporation, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided,
however, that the Corporation shall deliver to such holder an
appropriate instrument evidencing such holders right to receive
such additional shares (fractional or otherwise) or securities upon
the occurrence of the event requiring such adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(l) |  | Corporation has discretion to reduce Exercise Price for tax
reasons. Notwithstanding anything in this Section 2.3 to the
contrary, the Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             





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| |  | shall be entitled to make such reductions
in the Exercise Price, in addition to
those adjustments expressly required by this Section 2.3, as and to
the extent that in their good faith judgment, the Board of
Directors shall determine to be advisable in order that any (A)
consolidation or subdivision of the Shares, (B) issuance of any
Shares at less than the Market Price, (C) issuance of securities
convertible into or exchangeable for Shares, (D) stock dividends or
(E) issuance of rights, options or warrants, referred to in this
Section 2.3 hereafter made by the Corporation to holders of its
Shares, shall not be taxable to such shareholders.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 2.4     Date on Which Exercise is Effective.

Each Person in whose name any certificate for Shares is issued upon the
exercise of Rights, shall for all purposes be deemed to have become the holder
of record of the Shares represented thereby on, and such certificate shall be
dated, the date upon which the Rights Certificate evidencing such Rights was
duly surrendered (together with a duly completed Election to Exercise) and
payment of the Exercise Price for such Rights (and any applicable transfer
taxes and other governmental charges payable by the exercising holder
hereunder) was made; provided, however, that if the date of such surrender and
payment is a date upon which the Share transfer books of the Corporation are
closed, such Person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business
Day on which the Share transfer books of the Corporation are open.

Section 2.5     Execution, Authentication, Delivery and Dating of Rights
Certificates.



|(1) |  | The Rights Certificates shall be executed on behalf of the Corporation by
its Chief Executive Officer, President or Vice-President, together with
its Secretary. The signature of any of these officers on the Rights
Certificates may be manual or facsimile. Rights Certificates bearing the
manual or facsimile signatures of individuals who were at any time the
proper officers of the Corporation shall bind the Corporation,
notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the countersignature and delivery of such Rights
Certificates.                     
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Promptly after the Corporation learns of the Separation Time, the
Corporation will notify the Rights Agent of such Separation Time and will
deliver Rights Certificates executed by the Corporation to the Rights
Agent for countersignature and a disclosure statement as described in
Section 2.2(3), and the Rights Agent shall manually or by facsimile
signature countersign and send such Rights Certificates and disclosure
statement to the holders of the Rights pursuant to Section 2.2(3) hereof.
No Rights Certificate shall be valid for any purpose until countersigned
by the Rights Agent as aforesaid.
|   
|(3) |  | Each Rights Certificate shall be dated the date of countersignature
thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Section 2.6     Registration, Registration of Transfer and Exchange.

The Corporation will cause to be kept a register (the Rights Register)
in which, subject to such reasonable regulations as it may prescribe, the
Corporation will provide for the registration and transfer of Rights. The
Rights Agent is hereby appointed Rights Registrar for





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- 26 -

the purpose of
maintaining the Rights Register for the Corporation and registering Rights and
transfers of Rights as herein provided. In the event that the Rights Agent
shall cease to be the Rights Registrar, the Rights Agent will have the right to
examine the Rights Register at all reasonable times.



|(1) |  | After the Separation Time and prior to the Expiration Time, upon
surrender for registration of transfer or exchange of any Rights
Certificate and subject to the provisions of Section 2.6(3) below and the
other provisions of this Agreement, the Corporation will execute and the
Rights Agent will countersign, register and deliver, in the name of the
holder or the designated transferee or transferees as required pursuant to
the holders instructions, one or more new Rights Certificates evidencing
the same aggregate number of Rights as did the Rights Certificates so
surrendered.                                                                                                                                                                               
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | All Rights issued upon any registration of transfer or exchange of Rights
Certificates shall be the valid obligations of the Corporation, and such
Rights shall be entitled to the same benefits under this Agreement as the
Rights surrendered upon such registration of transfer or exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(3) |  | Every Rights Certificate surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Corporation or the Rights Agent,
as the case may be, duly executed by the registered holder thereof or such
holders attorney duly authorized in writing. As a condition to the
issuance of any new Rights Certificate under this Section 2.6, the
Corporation or the Rights Agent may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and the Corporation may require payment of a
sum sufficient to cover any other expenses (including the fees and
expenses of the Rights Agent) in connection therewith.

Section 2.7     Mutilated, Destroyed, Lost and Stolen Rights Certificates.



|(1) |  | If any mutilated Rights Certificate is surrendered to the Rights Agent
prior to the Expiration Time, the Corporation shall execute and the Rights
Agent shall countersign and deliver in exchange therefore a new Rights
Certificate evidencing the same number of Rights as did the Rights
Certificate so surrendered.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | If there shall be delivered to the Corporation and the Rights Agent prior
to the Expiration Time (i) evidence to their reasonable satisfaction of
the destruction, loss or theft of any Rights Certificate, and (ii) such
indemnity or other security as may be required by them to save each of
them and any of their agents harmless then, in the absence of notice to
the Corporation or the Rights Agent that such Rights Certificate has been
acquired by a bona fide purchaser, the Corporation shall execute and upon
its request the Rights Agent shall countersign and deliver, in lieu of any
such destroyed, lost or stolen Rights Certificate, a new Rights
Certificate evidencing the same number of Rights as did the Rights
Certificate so destroyed, lost or stolen.
|   
|(3) |  | As a condition to the issuance of any new Rights Certificate under this
Section 2.7, the Corporation or the Rights Agent may require the payment
of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  





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- 27 -



|    |  | Corporation may require payment of a sum sufficient to cover any other
expenses (including the fees and expenses of the Rights Agent) in
connection therewith.                                                                                                                                                                                                                                                                                                                                              
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | Every new Rights Certificate issued pursuant to this Section 2.7 in lieu
of any destroyed, lost or stolen Rights Certificate shall evidence an
original additional contractual obligation of the Corporation, whether or
not the destroyed lost or stolen Rights Certificate shall he at any time
enforceable by anyone, and the holder thereof shall be entitled to all the
benefits of this Agreement equally and proportionately with any and all
other holders of Rights duly issued by the Corporation.

Section 2.8     Persons Deemed Owners.

Prior to due presentment of a Rights Certificate (or, prior to the
Separation Time, the associated New Instrument certificate) for registration of
transfer, the Corporation, the Rights Agent and any agent of the Corporation or
the Rights Agent shall be entitled to deem and treat the Person in whose name a
Rights Certificate (or, prior to the Separation Time, the associated New
Instrument certificate) is registered as the absolute owner thereof and of the
Rights evidenced thereby for all purposes whatsoever. As used in this
Agreement, unless the context otherwise requires, the term holder of any

Rights shall mean the registered holder of such Rights (or, prior to the
Separation Time, the associated New Instruments).

Section 2.9     Delivery and Cancellation of Rights Certificates.

All Rights Certificates surrendered upon exercise or for redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Rights Agent, be delivered to the Rights Agent and, in any case, shall
be promptly cancelled by the Rights Agent. The Corporation may at any time
deliver to the Rights Agent for cancellation any Rights Certificates previously
countersigned and delivered hereunder which the Corporation may have acquired
in any manner whatsoever, and all Rights Certificates so delivered shall be
promptly cancelled by the Rights Agent. No Rights Certificate shall be
countersigned in lieu of or in exchange for any Rights Certificates cancelled
as provided in this Section 2.9 except as expressly permitted by this
Agreement. The Rights Agent shall, subject to applicable laws, destroy all
cancelled Rights Certificates and deliver a certificate of destruction to the
Corporation.

Section 2.10     Agreement of Rights Holders.

Every holder of Rights, by accepting the same, consents and agrees with
the Corporation and the Rights Agent and with every other holder of Rights:



| | (a) |  | to be bound by and subject to the provisions of this
Agreement, as amended or supplemented from time to time in
accordance with the terms hereof, in respect of all Rights held;       
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | that prior to the Separation Time each Right will be
transferable only together with, and will be transferred by a
transfer of, the New Instrument certificate representing such Right;





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| | (c) |  | that after the Separation Time, the Rights Certificates will
be transferable only on the Rights Register as provided herein;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | that prior to due presentment of a Rights Certificate (or,
prior to the Separation Time, the associated New Instrument
certificate) for registration of transfer, the Corporation, the
Rights Agent and any agent of the Corporation or the Rights Agent
shall be entitled to deem and treat the Person in whose name the
Rights Certificate (or prior to the Separation Time, the associated
New Instrument certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on such Rights Certificate or the
associated New Instrument certificate made by anyone other than the
Corporation or the Rights Agent) for all purposes whatsoever, and
neither the Corporation nor the Rights Agent shall be affected by
any notice to the contrary;
|
| | (e) |  | that such holder of Rights has waived his right to receive
any fractional Rights or any fractional shares upon exercise of
Right;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (f) |  | that, in accordance with Section 5.4 hereof, without the
approval of any holder of Rights and upon the sole authority of the
Board of Directors acting in good faith this Agreement may be
supplemented or amended from time to time pursuant to and as
provided herein; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (g) |  | that notwithstanding anything in this Agreement to the
contrary, neither the Corporation nor the Rights Agent shall have
any liability to any holder of a Right or any other Person as a
result of its inability to perform any of its obligations under this
Agreement by reason of any preliminary or permanent injunction or
other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation, or executive
order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such obligation.                                                                                                                                                                    

Section 2.11     Rights Certificate Holder not Deemed a New Instrument Holder.

No holder, as such, of any Rights or Rights Certificate shall be entitled
to vote, receive dividends or be deemed for any purpose whatsoever the holder
of any Share or any other share or security of the Corporation which may at any
time be issuable on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Rights Certificate be construed or deemed
to confer upon the holder of any Right or Rights Certificate, as such, any of
the rights, titles, benefits or privileges of a holder of New Instruments or
any other shares or securities of the Corporation or any right to vote at any
meeting of shareholders of the Corporation whether for the election of
directors or otherwise or upon any matter submitted to holders of shares of the
Corporation at any meeting thereof, or to give or withhold consent to any
action of the Corporation, or to receive notice of any meeting or other action
affecting any holder of New Instruments or any other shares or securities of
the Corporation except as expressly provided herein, or to receive dividends,
distributions or subscription rights, or





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- 29 -

otherwise, until the Right or Rights evidenced by Rights Certificates
shall have been duly exercised in accordance with the terms and provisions
hereof.

ARTICLE III
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

Section 3.1     Flip-in Event.



|(1) |  | Subject to Section 3.1(2) below, and Sections 5.1(2), (3) and (4) hereof,
in the event that prior to the Expiration Time a Flip-in Event shall
occur, the Corporation shall take such action as may be necessary to
ensure and provide within eight (8) Business Days of such occurrence, or
such longer period as may be required to satisfy all applicable
requirements of the Securities Act, and the securities legislation of each
other province of Canada that, except as provided below, each Right shall
thereafter constitute the right to purchase from the Corporation upon
exercise thereof in accordance with the terms hereof that number of Class
A Shares or Class B Shares, as applicable, of the Corporation having an
aggregate Market Price on the date of the occurrence of such Flip-in Event
equal to twice the Exercise Price for an amount in cash equal to the
Exercise Price (such Right to be appropriately adjusted in a manner
analogous to the applicable adjustment provided for in Section 2.3 hereof
in the event that after such date of occurrence an event of a type
analogous to any of the events described in Section 2.3 hereof shall have
occurred with respect to such Shares).                                                                                                               
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Notwithstanding anything in this Agreement to the contrary, upon the
occurrence of any Flip-in Event, any Rights that are Beneficially Owned by
(i) an Acquiring Person, or any Affiliate or Associate of an Acquiring
Person, or any Person acting jointly or in concert with an Acquiring
Person or any Affiliate or Associate of such Acquiring Person, or any
Affiliate or Associate of such Person so acting jointly or in concert, or
(ii) a transferee or other successor in title of Rights, directly or
indirectly, of an Acquiring Person (or of any Affiliate or Associate of an
Acquiring Person) or of any Person acting jointly or in concert with an
Acquiring Person or any Associate or Affiliate of an Acquiring Person (or
of any Affiliate or Associate of such Person so acting jointly or in
concert)who becomes a transferee or successor in title concurrently with
or subsequent to the Acquiring Person becoming such, shall become null and
void without any further action, and any holder of such Rights (including
transferees or successors in title) shall not have any rights whatsoever
to exercise such Rights under any provision of this Agreement and shall
not have thereafter any other rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise.

ARTICLE IV
THE RIGHTS AGENT

Section 4.1     General.



|(1) |  | The Corporation hereby appoints the Rights Agent to act as agent for the
Corporation in accordance with the terms and conditions hereof, and the
Rights Agent hereby accepts
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 30 -



|    |  | such appointment. The Corporation may from time to time appoint such
co-Rights Agents as it may deem necessary or desirable, subject to the
prior approval of the Rights Agent. In the event the Corporation appoints
one or more co-Rights Agents, the respective duties of the Rights Agents
and co-Rights Agents shall be as the Corporation may determine, with the
approval of the Rights Agent. The Corporation agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its reasonable
expenses (including reasonable counsel fees and disbursements) incurred
in the administration and execution of this Agreement and the exercise
and performance of its duties hereunder. The Corporation also agrees to
indemnify the Rights Agent, its officers, directors and employees for,
and to hold such Persons harmless against, any loss, liability, cost,
claim, action, suit, damage or expense incurred (that is not the result
of negligence, bad faith or wilful misconduct on the part of any one or
all of the Rights Agent, its officers, directors or employees) for
anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability, which right to
indemnification will survive the termination of this Agreement or the
resignation or removal of the Rights Agent.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The Rights Agent shall be protected from and shall incur no liability for
or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any certificate
for New Instruments or any Rights Certificate or certificate for other
securities of the Corporation, instrument of assignment or transfer, power
of attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(3) |  | The Corporation shall inform the Rights Agent in a reasonably timely
manner of events which may materially affect the administration of this
Agreement by the Rights Agent and at any time, upon request, shall provide
to the Rights Agent an incumbency certificate certifying the then current
officers of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Section 4.2     Merger or Amalgamation or Change of Name of Rights Agent.



|(1) |  | Any Corporation into which the Rights Agent or any successor Rights Agent
may be merged or amalgamated or with which it may be consolidated, or any
Corporation resulting from any merger, amalgamation, statutory arrangement
or consolidation to which the Rights Agent or any successor Rights Agent
is a party, or any Corporation succeeding to the shareholder or
stockholder services business of the Rights Agent or any successor Rights
Agent, will be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such Corporation would be
eligible for appointment as a successor Rights Agent under the provisions
of Section 4.4 hereof. In case at the time such successor Rights Agent
succeeds to the agency created by this Agreement any of the Rights
Certificates have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Rights Certificates so countersigned; and in case
at that time any
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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|    |  | of the Rights Certificates have not been countersigned, any successor
Rights Agent may countersign such Rights Certificates either in the name
of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Rights Certificates will have the full
force provided in the Rights Certificates and in this Agreement.                                                                                                                                                                                                                                                              
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | In case at any time the name of the Rights Agent is changed and at such
time any of the Rights Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior
name and deliver Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates shall not have been countersigned, the
Rights Agent may countersign such Rights Certificates either in its prior
name or in its changed name; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates
and in this Agreement.

Section 4.3     Duties of Rights Agent.

The Rights Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, to all of which the
Corporation and the holders of Rights Certificates, by their acceptance
thereof, shall be bound:



| | (a) |  | The Rights Agent may retain and consult with legal counsel
(who may be legal counsel for the Corporation) and the opinion of
such counsel will be full and complete authorization and protection
to the Rights Agent as to any action taken or omitted to be taken by
it in good faith and in accordance with such opinion. Subject to the
prior written consent of the Corporation, which consent shall not be
unreasonably withheld, the Rights Agent may also consult with such
other experts as the Rights Agent shall consider necessary or
appropriate to properly carry out the duties and obligations imposed
under this Agreement (at the expense of the Corporation) and the
Rights Agent shall be entitled to act and rely in good faith on the
advice of any such expert.                                         
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Whenever in the performance of its duties under this
Agreement the Rights Agent deems it necessary or desirable that any
fact or matter he proved or established by the Corporation prior to
taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proven and established
by a certificate signed by a Person believed by the Rights Agent to
be the Chairman of the Board, the President or any Vice-President,
the Treasurer or the Secretary of the Corporation and delivered to
the Rights Agent; and such certificate will he full authorization to
the Rights Agent for any action taken or suffered in good faith by
it under the provisions of this Agreement in reliance upon such
certificate.
|
| | (c) |  | The Rights Agent will be liable hereunder only for events
which are the result of its own negligence, bad faith or wilful
misconduct and that of its officers, directors and employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       





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- 32 -



| | (d) |  | The Rights Agent will not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or
in the certificates for New Instruments or the Rights Certificates
(except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and will be deemed to
have been made by the Corporation only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | The Rights Agent will not be under any responsibility in
respect of the validity of this Agreement or the execution and
delivery hereof (except the due authorization, execution and
delivery hereof by the Rights Agent) or in respect of the validity
or execution of any Share certificate or Rights Certificate (except
its countersignature thereof); nor will it be responsible for any
breach by the Corporation of any covenant or condition contained in
this Agreement or in any Rights Certificate; nor will it be
responsible for any change in the exercisability of the Rights
(including the Rights becoming void pursuant to Section 3.1(2)
hereof) or any adjustment required under the provisions of Section
2.3 hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that
would require any such adjustment (except with respect to the
exercise of Rights after receipt of the certificate contemplated by
Section 2.3 hereof describing any such adjustment); nor will it by
any act hereunder be deemed to make any representation or warranty
as to the authorization of any Shares to be issued pursuant to this
Agreement or any Rights or as to whether any Shares will, when
issued, be duly and validly authorized, executed, issued and
delivered or fully paid and non-assessable.
|
| | (f) |  | The Corporation agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts,
instruments and assurances as may reasonably he required by the
Rights Agent for the carrying out or performing by the Rights Agent
of the provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (g) |  | The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder
from any Person believed by the Rights Agent to be the Chairman of
the Board, President, any Vice-President, Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the
Corporation and to apply to such Persons for advice or instructions
in connection with its duties, and it shall not be liable for any
action taken or suffered by it in good faith in accordance with
instructions of any such Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (h) |  | The Rights Agent and any shareholder or stockholder,
director, officer or employee of the Rights Agent may buy, sell or
deal in New Instruments, Rights or other securities of the
Corporation or become pecuniarily interested in any transaction in
which the Corporation may be interested or contract with or lend
money to the Corporation or otherwise act as fully and freely as
though it were not Rights Agent under this Agreement. Nothing herein
shall preclude the Rights Agent from acting in any other capacity
for the Corporation or for any other legal entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      





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- 33 -



| | (i) |  | The Rights Agent may execute and exercise any of the rights
or powers hereby vested in it or perform any duty hereunder either
itself or, with the prior written consent of the Corporation, by or
through its attorneys or agents. The Rights Agent will not be
answerable or accountable for any act, omission, default, neglect or
misconduct of any such attorneys or agents or for any loss to the
Corporation resulting from any such act, omission, default, neglect
or misconduct, provided the prior written consent of the Corporation
was obtained and reasonable care was exercised in the selection and
continued employment thereof.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 4.4     Change of Rights Agent.

The Rights Agent may resign and be discharged from its duties under this
Agreement upon sixty (60) days notice (or such lesser notice as is acceptable
to the Corporation) in writing mailed to the Corporation and to each transfer
agent of New Instruments of the Corporation by registered or certified mail,
and to the holders of the Rights in accordance with Section 5.8 hereof (all of
which shall be at the expense of the Corporation). The Corporation may remove
the Rights Agent upon thirty (30) days notice in writing, mailed to the Rights
Agent and to each transfer agent of the New Instruments of the Corporation by
registered or certified mail and to the holders of the Rights in accordance
with Section 5.8 hereof. If the Rights Agent should resign or be removed or
otherwise become incapable of acting, the Corporation will appoint a successor
to the Rights Agent. If the Corporation fails to make such appointment within a
period of sixty (60) days after such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of any Rights (which holder shall, with such
notice, submit such holders Rights Certificate for inspection by the
Corporation), then the Rights Agent or the holder of any Rights may apply to
any court of competent jurisdiction for the appointment of a new Rights Agent
at the Corporations expense. Any successor Rights Agent, whether appointed by
the Corporation or by such a court, shall be a Corporation incorporated under
the laws of Canada or a province thereof authorized to carry on the business of
a trust company in Canada. After appointment, the successor Rights Agent will
be vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent, upon receiving from the Corporation payment in full
of all amounts outstanding under this Agreement, shall deliver and transfer to
the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Not later than the effective date of any such appointment, the
Corporation will file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the New Instruments of the Corporation, and
mail a notice thereof in writing to the holders of the Rights. The cost of
giving any notice required under this Section 4.4 shall be borne solely by the
Corporation. Failure to give any notice provided for in this Section 4.4
however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.





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- 34 -

ARTICLE V
MISCELLANEOUS

Section 5.1     Redemption and Waiver.



|(1) |  | Subject to the prior consent of the holders of each type or class of New
Instruments or Rights obtained as set forth in Section 5.4(2) or Section
5.4(3) hereof, as applicable, the Board of Directors acting in good faith
may, at any time prior to the occurrence of a Flip-in Event, elect to
redeem all but not less than all of the then outstanding Rights at a
redemption price of $0.00001 per Right appropriately adjusted in a manner
analogous to the applicable adjustment provided for in Section 2.3 hereof
in the event that an event of the type described in Section 2.3 hereof
shall have occurred (such redemption price being herein referred to as the
Redemption Price).                                                                                                                                                                                                                                  
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Subject to the prior consent of the holders of each type or class of New
Instruments obtained as set forth in Section 5.4(2) hereof, the Board of
Directors may, at any time prior to the occurrence of a Flip-in Event as
to which the application of Section 3.1 hereof has not been waived
pursuant to this Section 5.1, if such Flip-in Event would occur by reason
of an acquisition of New Instruments otherwise than pursuant to a
Take-over Bid made by means of a Take-over Bid circular to all registered
holders of New Instruments and otherwise than in the circumstances set
forth in Section 5.1(4) hereof, waive the application of Section 3.1
hereof to such Flip-in Event. In such event, the Board of Directors shall
extend the Separation Time to a date at least ten (10) Business Days
subsequent to the meeting of shareholders called to approve such waiver.                                            
|   
|(3) |  | The Board of Directors acting in good faith, may, prior to the occurrence
of a Flip-in Event, and upon prior written notice delivered to the Rights
Agent, determine to waive the application of Section 3.1 hereof to a
Flip-in Event that may occur by reason of a Take-over Bid made by means of
a Take-over Bid circular to all registered holders of New Instruments;
provided that if the Board of Directors waives the application of Section
3.1 hereof to a particular Flip-in Event pursuant to this Section 5.1(3),
the Board of Directors shall be deemed to have waived the application of
Section 3.1 hereof to any other Flip-in Event occurring by reason of any
Take-over Bid made by means of a Take-over Bid circular to all registered
holders of New Instruments prior to the expiry of any Take-over Bid in
respect of which a waiver is, or is deemed to have been granted, pursuant
to this Section 5.1(3).
|   
|(4) |  | The Board of Directors may, prior to the close of business on the tenth
(10th) day following the Stock Acquisition Date, determine, upon prior
written notice delivered to the Rights Agent, to waive or to agree to
waive the application of Section 3.1 hereof to a Flip-in Event, provided
that both of the following conditions are satisfied:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



| | (a) |  | the Board of Directors has determined that a Person became an
Acquiring Person by inadvertence and without any intention to
become, or knowledge that Person would become, an Acquiring Person;
and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | such Acquiring Person has reduced its Beneficial Ownership of
New Instruments (or has entered into a contractual arrangement with
the Corporation, acceptable                                      





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- 35 -



| |  |  | to the Board of Directors, to do so within thirty (30) days of the
date on which such contractual arrangement is entered into) such
that at the time the waiver becomes effective pursuant to this
Section 5.1(4) it is no longer an Acquiring Person;
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------
| | and in the event of such a waiver, for the purposes of this Agreement,
the Flip-in Event shall be deemed never to have occurred.



|(5) |  | Where a Person acquires, pursuant to a Permitted Bid, a Competing Bid or
an Exempt Acquisition under Section 5.1(3) above, outstanding New
Instruments, then the Corporation shall immediately upon the consummation
of such acquisition redeem the Rights at the Redemption Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | If the Corporation is obligated under Section 5.1(5) above to redeem the
Rights, or if the Board of Directors elects under Section 5.1(1) above or
Section 5.1(8) below to redeem the Rights, the right to exercise the
Rights will thereupon, without further action and without notice,
terminate and each Right will after redemption be null and void and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(7) |  | Within ten (10) days after the Corporation is obligated under Section
5.1(5) above to redeem the Rights, or the Board of Directors elects under
Section 5.1(1) above or Section 5.1(8) below to redeem the Rights, the
Corporation shall give notice of redemption to the holders of the then
outstanding Rights by mailing such notice to all such holders at their
last address as they appear upon the Rights Register or, prior to the
Separation Time, on the registry books of the Transfer Agent for the New
Instruments. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice. Each
such notice of redemption will state the method by which the payment of
the Redemption Price will be made. The Corporation may not redeem, acquire
or purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 5.1 and other than in connection
with the purchase of New Instruments prior to the Separation Time.
|   
|(8) |  | Where a Take-over Bid that is not a Permitted Bid Acquisition is
withdrawn or otherwise terminated after the Separation Time has occurred
and prior to the occurrence of a Flip-in Event, the Board of Directors may
elect to redeem all the outstanding Rights at the Redemption Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(9) |  | Notwithstanding the Rights being redeemed pursuant to Section 5.1(8)
above, all of the provisions of this Agreement shall continue to apply as
if the Separation Time had not occurred and Rights Certificates
representing the number of Rights held by each holder of record of New
Instruments as of the Separation Time had not been mailed to each such
holder and for all purposes of this Agreement the Separation Time shall be
deemed not to have occurred and Rights shall remain attached to the
outstanding New Instruments, subject to and in accordance with the
provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                 





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- 36 -

Section 5.2     Expiration.

No Person shall have any rights whatsoever pursuant to or arising out of
this Agreement or in respect of any Right after the Expiration Time, except the
Rights Agent as specified in Section 4.1(1) hereof.

Section 5.3     Issuance of New Rights Certificates.

Notwithstanding any of the provisions of this Agreement or of the Rights
to the contrary, the Corporation may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the number or kind or class of
shares purchasable upon exercise of Rights made in accordance with the
provisions of this Agreement.

Section 5.4     Supplements and Amendments.



|(1) |  | The Corporation may from time to time supplement or amend this Agreement
without the approval of any holders of Rights or New Instruments (i) to
correct any clerical or typographical error or (ii) to maintain the
validity of the Agreement as a result of a change in any applicable
legislation or regulations or rules thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Notwithstanding anything in this Section 5.4 to the contrary, no
supplement or amendment shall be made to the provisions of Article 4
hereof (other than pursuant to Section 5.4(1)(ii) above) except with the
written concurrence of the Rights Agent to such supplement or amendment.
No written concurrence of the Rights Agent shall be required in respect
of the amendments required pursuant to Section 5.4(1)(ii) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(2) |  | Subject to Section 5.4(1) above, the Corporation may, with the prior
consent of the holders of New Instruments (voting for such purpose as if
all New Instruments were of a single class, on a fully converted basis, if
applicable) obtained as set forth below, at any time prior to the
Separation Time amend, vary or rescind any of the provisions of this
Agreement and the Rights (whether or not such action would materially
adversely affect the interests of the holders of Rights generally). Such
consent shall be deemed to have been given if provided by the holders of
New Instruments at a meeting of the holders of all types and classes of
New Instruments (treated for such purpose as if they were of a single
class), which meeting shall be called and held in compliance with
applicable laws and regulatory requirements and the requirements in the
Articles and by-laws of the Corporation. Subject to compliance with any
requirements imposed by the foregoing, consent shall be deemed to have
been given if the proposed amendment, variation or revision is approved by
the affirmative vote of a majority of the votes cast by holders of New
Instruments (voting for such purpose as if all New Instruments were of a
single class, on a fully converted basis) (other than any holder of New
Instruments who is an Offeror pursuant to a Take-over Bid that is not a
Permitted Bid or Competing Bid with respect to all New Instruments
Beneficially Owned by such Person), represented in person or by proxy at
the meeting.
|   
|(3) |  | The Corporation may, with the prior consent of the holders of Rights, at
any time after the Separation Time and before the Expiration Time, amend,
vary or rescind any of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     





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|    |  | provisions of this Agreement and the Rights (whether or not such action
would materially adversely affect the interests of the holders of Rights
generally).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | Any approval of the holders of Rights shall be deemed to have been given
if the action requiring such approval is authorized by the affirmative
votes of the holders of Rights present or represented at and entitled to
be voted at a meeting of the holders of Rights and representing a majority
of the votes cast in respect thereof. For the purposes hereof, each
outstanding Right, (other than Rights which are void pursuant to the
provisions hereof) shall be entitled to one vote, and the procedures for
the calling, holding and conduct of the meeting shall be those, as nearly
as may be, which are provided in the Corporations by-laws and the CBCA
with respect to a meeting of shareholders of the Corporation.
|   
|(5) |  | The Corporation shall be required to provide the Rights Agent with notice
in writing of any such amendment, variation or deletion to this Agreement
as referred to in this Section 5.4 within 5 days of effecting such
amendment, variation or deletion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(6) |  | Any supplements or amendments made by the Corporation to this Agreement
pursuant to Section 5.4(1) above which are required to maintain the
validity of this Agreement as a result of any change in any applicable
legislation or regulations or rules thereunder shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                             



| | (a) |  | if made before the Separation Time, be submitted to the
shareholders of the Corporation at the next meeting of shareholders
and the shareholders may, by the majority referred to in Section
5.4(2) above, confirm or reject such amendment; and                                                                                                                            
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | if made after the Separation Time, be submitted to the
holders of Rights at a meeting to be called for on a date not later
than immediately following the next meeting of shareholders of the
Corporation and the holders of each applicable type of Rights may,
by resolution passed by the majority referred to in Section 5.4(4)
above, confirm or reject such amendment.

A supplement or amendment of the nature referred to in this Section 5.4(6)
shall be effective from the date of the resolution of the Board of Directors
adopting such supplement or amendment until it is confirmed or rejected or
until it ceases to be effective (as described in the next sentence) and, where
such supplement or amendment is confirmed, it continues in effect in the form
so confirmed. If such supplement or amendment is rejected by the shareholders
or the holders of Rights or is not submitted to the shareholders or holders of
Rights as required, then such supplement or amendment shall cease to be
effective from and after the termination of the meeting at which it was
rejected or to which it should have been but was not submitted or from and
after the date of the meeting of holders of Rights that should have been but
was not held, and no subsequent resolution of the Board of Directors to amend,
vary or delete any provision of this Agreement to substantially the same effect
shall be effective until confirmed by the shareholders or holders of Rights, as
the case may be.





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- 38 -

Section 5.5     Fractional Rights and Fractional New Instruments.



|(1) |  | The Corporation shall not be required to issue fractions of Rights or to
distribute Rights Certificates which evidence fractional Rights. Any such
fractional Right shall be null and void and the Corporation will not have
any obligation or liability in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The Corporation shall not be required to issue fractions of Shares or
other securities upon exercise of the Rights or to distribute certificates
which evidence fractional Shares or other securities. In lieu of issuing
fractional Shares or other securities, the Corporation shall pay to the
registered holders of Rights Certificates at the time such Rights are
exercised as herein provided, an amount in cash equal to the same fraction
of the Market Price of one Share. The Rights Agent shall have no
obligation to make any payments in lieu of fractional Shares unless the
Corporation shall have provided the Rights Agent with the necessary funds
to pay in full all amounts payable in accordance with Section 2.2(5).

Section 5.6     Rights of Action.

Subject to the terms of this Agreement, all rights of action in respect of
this Agreement, other than rights of action vested solely in the Rights Agent,
are vested in the respective registered holders of the Rights; and any
registered holder of any Rights, without the consent of the Rights Agent or of
the registered holder of any other Rights, may, on such holders own behalf and
for such holders own benefit and the benefit of other holders of Rights
enforce, and may institute and maintain any suit, action or proceeding against
the Corporation to enforce such holders right to exercise such holders Rights
in the manner provided in such holders Rights Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
will be entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of the obligations of
any Person subject to, this Agreement.

Section 5.7     Notice of Proposed Actions.

In case the Corporation shall propose after the Separation Time and prior
to the Expiration Time to effect the liquidation, dissolution or winding-up of
the Corporation or the sale of all or substantially all of the Corporations
assets, then, in each such case, the Corporation shall give to each holder of a
Right, in accordance with Section 5.8 hereof, a notice of such proposed action,
which shall specify the date on which such liquidation, dissolution, winding
up, or sale is to take place, and such notice shall be so given at least twenty
(20) Business Days prior to the date of taking of such proposed action.

Section 5.8     Notices.



|(1) |  | Notices or demands authorized or required by this Agreement to be given
or made by the Rights Agent or by the holder of any Rights to or on the
Corporation shall be sufficiently given or made if delivered or sent by
first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) as follows:
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 39 -

| |                                  
| | ---------------------------------
| | Microcell Telecommunications Inc.
| | 800 de La Gauchetière Street West
| | Suite 4000                       
| | Montreal, Quebec                 
| | H5A 1K3                          

| |            |  |                              
| | ---------- |  | -----------------------------
| | Attention: |  | Vice President, Legal Affairs
| | Facsimile: |  | (514) 846-6928               



|(2) |  | Any notice or demand authorized or required by this Agreement to be given
or made by the Corporation or by the holder of any Rights to or on the
Rights Agent shall be sufficiently given or made if delivered or sent by
first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Corporation) as follows:
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                      
| | -------------------------------------
| | Computershare Trust Company of Canada
| | 1500 University Street               
| | Suite 700                            
| | Montreal, Quebec                     
| | H3A 3S8                              

| |             |  |                         
| | ----------- |  | ------------------------
| | Attention:  |  | Manager, Client Services
| | Telecopier: |  | (514) 982-7580          

Notices or demands authorized or required by this Agreement to be given or
made by the Corporation or the Rights Agent to or on the holder of any Rights
shall be sufficiently given or made if delivered or sent by first-class mail,
postage prepaid, addressed to such holder at the address of such holder as it
appears upon the Rights Register or, prior to the Separation Time, on the
registry books of the transfer agent for the New Instruments. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice.

Section 5.9     Successors.

All the covenants and provisions of this Agreement by or for the benefit
of the Corporation or the Rights Agent shall bind and enure to the benefit of
their respective successors and assigns hereunder.

Section 5.10     Benefits of this Agreement.

Nothing in this Agreement shall be construed to give to any Person other
than the Corporation, the Rights Agent and the holders of the Rights any legal
or equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Corporation, the Rights
Agent and the holders of the Rights.





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- 40 -

Section 5.11     Governing Law.

This Agreement and each Right issued hereunder shall be deemed to be a
contract made under the laws of the Province of Quebec and for all purposes
shall be governed by and construed in accordance with the laws of such
province.

Section 5.12     Severability.

If any Section, Clause, term or provision hereof or the application
thereof to any circumstances or any right hereunder shall, in any jurisdiction
and to any extent, be invalid or unenforceable, such Section, Clause, term or
provision or such right shall be ineffective only in such jurisdiction and to
the extent of such invalidity or unenforceability in such jurisdiction without
invalidating or rendering unenforceable or ineffective the remaining Sections,
Clauses, terms and provisions hereof or rights hereunder in such jurisdiction
or the application of such Section, Clause, term or provision or rights
hereunder in any other jurisdiction or to circumstances other than those as to
which it is specifically held invalid or unenforceable.

Section 5.13     Effective Date.

This Agreement is effective and in full force and effect in accordance
with its terms and conditions as of and from the date hereof (the Effective
Date).

Section 5.14     Determinations and Actions by the Board of Directors.

All actions, calculations and determinations (including all omissions with
respect to the foregoing) which are done or made by the Board of Directors, in
good faith, shall not subject the Board of Directors or any director of the
Corporation to any liability to the holders of the Rights.

Section 5.15     Rights of Board, Corporation and Offeror.

Without limiting the generality of the foregoing, nothing contained herein
shall be construed to suggest or imply that the Board of Directors shall not be
entitled to recommend that holders of New Instruments reject or accept any
Take-over Bid or take any other action (including, without limitation, the
commencement, prosecution, defense or settlement of any litigation and the
submission of additional or alternative Take-over Bids or other proposals to
the holders of New Instruments) with respect to any Take-over Bid or otherwise
that the Board of Directors believes is necessary or appropriate in the
exercise of its fiduciary duties.

Section 5.16     Regulatory and Governmental Approvals.

This Agreement shall be subject in any jurisdiction to the receipt of any
required prior or subsequent approval from any governmental or regulatory
authority in such jurisdiction, including any securities regulatory authority
or stock exchange.

Section 5.17     Declaration as to Non-Canadian Holders.

If in the opinion of the Board of Directors (who may rely upon the advice
of counsel) any action or event contemplated by this Agreement would require
compliance with the securities laws or comparable legislation of a jurisdiction
outside Canada or the United States,





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- 41 -

the Board of Directors acting in good faith may take such actions as it
may deem appropriate to ensure such compliance. In no event shall the
Corporation or the Rights Agent be required to issue or deliver Rights or
securities issuable on exercise of Rights to Persons who are citizens,
residents or nationals of any jurisdiction other than Canada or the United
States in which such issue or delivery would be unlawful without registration
of the relevant Persons or securities for such purposes, or (until such notice
is given as required by law) without advance notice to any regulatory or
self-regulatory body.

Section 5.18     Time of the Essence.

Time shall be of the essence in this Agreement.

Section 5.19     Execution in Counterparts.

This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute one and the same instrument.

Section 5.20     Costs of Enforcement.

The Corporation agrees that if the Corporation fails to fulfil any of its
obligations pursuant to this Agreement, then the Corporation will reimburse the
holder of any Rights for the costs and expenses (including reasonable legal
fees) incurred by such holder in actions to enforce his rights pursuant to any
Rights or this Agreement.

Section 5.21     Language.

Les parties aux présentes ont exigé que la présente convention ainsi que
tous documents et avis qui sy rattachent et/ou qui en découleront soient
rédigés en langue anglaise. The parties hereto have required that this
Agreement and all documents and notices related thereto and/or resulting
therefrom be drawn up in the English language.





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- 42 -

IN WITNESS WHEREOF, the parties have executed this Agreement.

| |  |                                   |  |                              
| |  | --------------------------------- |  | -----------------------------
| |  | MICROCELL TELECOMMUNICATIONS INC. | 
| |  |                                   |  |                              
| |  | By:                               |  |                              
| |  |                                   |  |                              
| |  |                                   |  | Jocelyn Côté                 
| |  |                                   |  | Vice President, Legal Affairs

| |  |                                       |  |                           
| |  | ------------------------------------- |  | --------------------------
| |  | COMPUTERSHARE TRUST COMPANY OF CANADA | 
| |  |                                       |  |                           
| |  | By:                                   |  |                           
| |  |                                       |  |                           
| |  |                                       |  | Authorized Signing Officer
| |  |                                       |  |                           
| |  | By:                                   |  |                           
| |  |                                       |  |                           
| |  |                                       |  | Authorized Signing Officer





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##### 



SCHEDULE 2.2(3)

FORMS OF RIGHTS CERTIFICATES

Certificate No.     Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED
IN SECTION 3.1(2) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON, ANY PERSON ACTING JOINTLY OR IN CONCERT WITH AN ACQUIRING
PERSON OR THEIR RESPECTIVE ASSOCIATES AND AFFILIATES (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT) AND THEIR RESPECTIVE TRANSFEREES SHALL BECOME VOID
WITHOUT ANY FURTHER ACTION.

RIGHTS CERTIFICATE

This certifies that
 or registered assigns, is the registered
holder of the number of Rights set forth above each of which entitles the
registered holder thereof, subject to the terms, provisions and conditions of
the Shareholder Rights Plan Agreement dated as of May 1, 2003, as amended and
restated from time to time (the Rights Agreement), between Microcell
Telecommunications Inc., a Corporation incorporated under the laws of Canada
(the Corporation), and Computershare Trust Company of Canada, a trust company
incorporated under the laws of Canada, as rights agent (the Rights Agent,
which term shall include any successor Rights Agent under the Rights Agreement)
to purchase from the Corporation at any time after the Separation Time (as such
term is defined in the Rights Agreement) and prior to the close of business on
the date immediately following the date of the Corporations annual
shareholders meeting to be held in 2004 (or such earlier expiration time as is
provided in the Rights Agreement) one fully paid and non-assessable [Class
A/Class B]Share of the Corporation (a Share) at the Exercise Price referred
to below, upon presentation and surrender of this Rights Certificate together
with the Form of Election to Exercise duly executed and submitted to the Rights
Agent at its principal corporate actions office in Toronto. The Exercise Price
shall initially be CDN$100.00 per Right and shall be subject to adjustment in
certain events as provided in the Rights Agreement.

In certain circumstances described in the Rights Agreement, the number of
Shares which each Right evidenced hereby may entitle the registered holder
thereof to purchase shall be adjusted as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Rights Agent, the Corporation and the holders of the Rights. Copies of the
Rights Agreement are on file at the registered head office of the Corporation
and are available upon written request.





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- 2 -

This Rights Certificate, with or without other Rights Certificates, upon
surrender at any of the offices of the Rights Agent designated for such
purpose, may be exchanged for another Rights Certificate or Rights Certificates
of like tenor and date evidencing an aggregate number of Rights entitling the
holder to purchase a like aggregate number of Shares as the Rights evidenced by
the Rights Certificate or Rights Certificates surrendered. If this Rights
Certificate shall be exercised in part, the registered holder shall be entitled
to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this
Rights Certificate may be, and under certain circumstances are required to be,
redeemed by the Corporation at a redemption price of $0.00001 per Right.

No fractional Shares will be issued upon the exercise of any Right or Rights
evidenced hereby.

No holder of this Rights Certificate, as such, shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of New Instruments or
of any other securities of the Corporation which may at any time be issuable
upon the exercise hereof, nor shall anything contained in the Rights Agreement
or herein be construed to confer upon the holder hereof any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders of the Corporation at
any meeting thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting shareholders of the
Corporation (except as expressly provided in the Rights Agreement), or to
receive dividends, distributions or subscription rights, or otherwise until the
Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until
it shall have been manually countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation.

DATED

| |  |                                   |  |                           
| |  | --------------------------------- |  | --------------------------
| |  | MICROCELL TELECOMMUNICATIONS INC.
| |  |                                   |  |                           
| |  | By:                               |  |                           
| |  |                                   |  | Authorized Signing Officer
| |  |                                   |  |                           
| |  | By:                               |  |                           
| |  |                                   |  | Authorized Signing Officer





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- 3 -

| |  |                                       |  |                           
| |  | ------------------------------------- |  | --------------------------
| |  | COMPUTERSHARE TRUST COMPANY OF CANADA
| |  |                                       |  |                           
| |  | By:                                   |  |                           
| |  |                                       |  | Authorized Signing Officer
| |  |                                       |  |                           
| |  | By:                                   |  |                           
| |  |                                       |  | Authorized Signing Officer





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##### 



(To be attached to each Rights Certificate)

FORM OF ELECTION TO EXERCISE

TO: MICROCELL TELECOMMUNICATIONS INC.

The undersigned hereby irrevocably
elects to exercise
 whole Rights
represented by the attached Rights Certificate to purchase the [Class A/Class
B]Shares issuable upon the exercise of such Rights and requests that
certificates for such New Instruments be issued to:

(Name)

(City and State or Province)

If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance of such Rights shall be
registered in the name of and delivered to:

(City and State or Province)

(Social Insurance, Social Security or Other Taxpayer Number)

Dated

Signature Guaranteed

(Signature must correspond to name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any
change whatsoever)

The signature must be guaranteed by an Eligible Institution, or in some other
manner satisfactory to the Rights Agent. An Eligible Institution means a
Canadian Schedule I chartered bank, a major trust company in Canada, a member
of the Securities Transfer Agent Medallion Program (STAMP), a member of the
Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock
Exchange Inc. Medallion Signature Program (MSP). Members of these programs are
usually members of a recognized stock exchange in Canada and the United States,
members of the Investment Dealers Association of Canada, members of the
National Association of Securities Dealers or banks and trust companies in the
United States.

To be completed if true

The undersigned hereby represents, for the benefit of all holders of Rights and
New Instruments, that the Rights evidenced by this Rights Certificate are not,
and, to the knowledge of the undersigned, have never been, Beneficially Owned
by an Acquiring Person or an Affiliate or Associate thereof or any Person
acting jointly or in concert with any of the foregoing or any Affiliate or
Associate of such Person (as defined in the Rights Agreement).





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- 2 -

NOTICE

In the event the certification set forth in the Form of Election to Exercise is
not completed, the Corporation will deem the Beneficial Owner of the Rights
evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate
or Associate thereof (as defined in the Rights Agreement) and accordingly such
Rights shall be null and void.

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
Rights Certificate)

FOR VALUE RECEIVED

hereby sells,

assigns and transfers unto

(Please print name and address of transferee)

the Rights represented by this Rights Certificate, together with all right,
title and interest therein and does hereby irrevocably constitute and appoint

as
attorney to transfer the within Rights on the books of the Corporation, with
full power of substitution.

Dated

Signature Guaranteed

Signature

(Signature must correspond to name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any
change whatsoever)

The signature must be guaranteed by an Eligible Institution, or in some other
manner satisfactory to the Rights Agent. An Eligible Institution means a
Canadian Schedule I chartered bank, a major trust company in Canada, a member
of the Securities Transfer Agent Medallion Program (STAMP), a member of the
Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock
Exchange Inc. Medallion Signature Program (MSP). Members of these programs are
usually members of a recognized stock exchange in Canada and the United States,
members of the Investment Dealers Association of Canada, members of the
National Association of Securities Dealers or banks and trust companies in the
United States.

To be completed if true

The undersigned hereby represents, for the benefit of all holders of Rights and
New Instruments, that the Rights evidenced by this Rights Certificate are not
and, to the knowledge of the undersigned, have never been, Beneficially Owned
by an Acquiring Person or an Affiliate or Associate thereof or any Person
acting jointly or in concert with any of the foregoing (as defined in the
Rights Agreement).





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- 3 -

Signature

NOTICE

In the event the certification set forth in the Form of Assignment is not
completed, the Corporation will deem the Beneficial Owner of the Rights
evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate
or Associate thereof (as defined in the Rights Agreement) and accordingly such
Rights shall be null and void.