##### 



Exhibit 2.1
 For Ministry use only
    
    Ontario Corporation NumberÀ
lusage exclusif du ministère
    

Numéro
de la société en Ontario1601244(CERTIFICATE STAMP)
 ARTICLES OF AMENDMENTSTATUTS DE MODIFICATIONForm 3BusinessCorporationsAct
    
    1.
    
    The name of the
corporation is: (Set out in BLOCK CAPITAL LETTERS)Dénomination
sociale actuelle de la société (écrire en LETTRES MAJUSCULES
SEULEMENT) :ROGERS CABLE INC.Formule
3Loi sur lessociétés paractions2.
    
    The name of the corporation is changed to (if applicable): (Set out in BLOCK CAPITAL LETTERS)Nouvelle
dénomination sociale de la société (sil y a
lieu) (écrire en LETTRES MAJUSCULES SEULEMENT) :3.
    
    Date of incorporation/amalgamation:Date de la constitution ou de la fusion :2003/12/31(Year, Month, Day)(année, mois, jour)4.
    
    Complete only if
there is a change in the number of directors of the minimum/maximum
number of directors.Il faut remplir cette
partie seulement si le nombre dadministrateurs ou si le nombre
minimal ou maximal dadministrateurs a changé.Number of directors is/are:
    
    or
    
    minimum and maximum number of directors is/are:Nombre dadministrateurs :
    
    ou
    
    nombres minimum et maximum dadministrateurs :Number
    
    or
    
    Minimum
    
    and
    
    maximumNombre
    
    ou
    
    Minimum
    
    et
    
    maximum5.
    
    The articles of the corporation are amended as follows:Les statuts de la
société sont modifiés de la façon suivante :See pages 1a to 1p attached hereto.




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1.
    
    to delete the following provisions of paragraph (a) respecting the rights, privileges,
restrictions and conditions of the Fourth Preferred shares as set out in the Certificate and
Articles of Amalgamation effective December 31, 2003:
 (a)
    
    Ranking.The Fourth Preferred shares shall rank, with respect to both dividends
and return of capital in the event of liquidation, dissolution or winding up of the
Corporation, junior to the First Preferred shares and the Third Preferred shares and in
priority to all other shares of the Corporation, including without limitation, the
Class A Common and Class B Common shares, but shall not confer any further right to
participate in the profits or assets of the Corporation. The rights, privileges,
restrictions and conditions attaching to the Fourth Preferred shares shall be deemed to
include and incorporate by reference such provisions (including, without limitation,
the subordination provisions) as are necessary to constitute the Fourth Preferred shares Excluded Securities for the purposes of the:
 (A)
    
    Second Amended and Restated Loan Agreement dated as of
January 31, 2002, as amended on September 10, 2003, among the
Corporation, The Toronto-Dominion Bank, as Administration Agent and
certain lenders named therein;
 (B)
    
    Indenture dated as of January 15, 1994 among Rogers
Cablesystems Limited (RCAB), a predecessor by amalgamation to the Corporation,
Rogers Cable T.V. Limited (RCTV), a predecessor by amalgamation to
the Corporation, Rogers Ottawa Limited/Limitée (ROL) and Chemical
Bank (now JPMorgan Chase Bank) re Cdn. $300,000,000 9.65% Senior
Secured Second Priority Debentures due 2014;
 (C)
    
    Indenture dated as of March 20, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank (now JPMorgan Chase Bank) re U.S.
$450,000,000 10% Series B Senior Secured Second Priority Notes due 2005;
 (D)
    
    Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank (now JPMorgan Chase Bank)
re U.S. $125,000,000 11% Senior Subordinated Guaranteed Debentures due 2015;
 (E)
    
    Indenture dated as of February 5, 2002 among the Corporation
and CIBC Mellon Trust Company re Cdn. $450,000,000 7.60% Senior (Secured)
Second Priority Notes due 2007;




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##### 



(F)
    
    Indenture dated as of April 30, 2002 among the Corporation
and JPMorgan Chase Bank re U.S.$350,000,000 7.875% Senior (Secured)
Second Priority Notes due 2012;
 (G)
    
    Indenture dated as of April 30, 2002 among the Corporation
and JPMorgan Chase Bank re U.S.$200,000,000 8.750% Senior (Secured)
Second Priority Debentures due 2032;
 (H)
    
    Indenture dated as of June 19, 2003 among the Corporation and
JPMorgan Chase Bank re U.S. $350,000,000 6.25% Senior (Secured) Second Priority
Notes due 2013; and
 (I)
    
    such other loan agreements, indentures, deeds of trust or
other financing instruments to which the Corporation (or any successor) is
from time to time a party as contain substantially similar provisions as the
foregoing financing instruments related to Excluded Securities,
    (a)
    
    Ranking.The Fourth Preferred shares shall rank, with respect to dividends,
junior to the First Preferred shares and the Third Preferred shares and in priority to
all other shares of the Corporation, including without limitation, the Class A Common
and Class B Common shares, and with respect to return of capital in the event of
liquidation, dissolution or winding up of the Corporation, junior to the First
Preferred shares, the Third Preferred shares and the Ninth Preferred shares and in
priority to all other shares of the Corporation, including without limitation, the
Class A Common and Class B Common shares, but shall not confer any




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##### 



(A)
    
    Second Amended and Restated Loan Agreement dated as of
January 31, 2002, among the Corporation, The Toronto-Dominion Bank,
as Administration Agent and the Lenders named therein, as amended by
the First Amendment dated for reference September 10, 2003 and the
Second Amendment dated June 22, 2005;
 (B)
    
    Indenture dated as of February 5, 2002 between the Corporation and CIBC
Mellon Trust Company regarding the issue of Cdn.$450,000,000 7.60%
Senior (Secured) Second Priority Notes due 2007, as supplemented by the
First Supplemental Indenture dated as of December 31, 2003;
 (C)
    
    Indenture dated as of April 30, 2002 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$350,000,000 7.875% Senior (Secured) Second Priority Notes
due 2012, as supplemented by the First Supplemental Indenture dated as of
December 31, 2003;
 (D)
    
    Indenture dated as of April 30, 2002 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$200,000,000 8.750% Senior (Secured) Second Priority
Debentures due 2032, as supplemented by the First Supplemental
Indenture dated as of December 31, 2003;
 (E)
    
    Indenture dated as of June 19, 2003 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$350,000,000 6.25% Senior (Secured) Second Priority Notes
due 2013, as supplemented by the First Supplemental Indenture dated as of
December 31, 2003;
 (F)
    
    Indenture dated as of March 11, 2004 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$350,000,000 5.500% Senior (Secured) Second Priority Notes
due 2014;
 (G)
    
    Indenture dated as of November 30, 2004 between the Corporation and
JPMorgan Chase Bank, N.A. regarding the issue of Cdn.$175,000,000
7.25% Senior (Secured) Second Priority Notes due 2011;
 (H)
    
    Indenture dated as of November 30, 2004 between the Corporation and JPMorgan Chase Bank,
N.A. regarding the issue of U.S.$280,000,000 6.75% Senior (Secured) Second Priority Notes due
2015; and




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##### 



(I)
    
    such other loan agreements, indentures, deeds of trust or other
financing instruments to which the Corporation (or any successor) is from time
to time a party as contain substantially similar provisions as the foregoing
financing instruments related to Excluded Securities,
   2.
    
    to delete the following provisions of paragraph (e) respecting the rights, privileges,
restrictions and conditions of the Fourth Preferred shares as set out in the Certificate and
Articles of Amalgamation effective December 31, 2003:
 (e)
    
    Liquidation, Dissolution or Winding up.In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary, the
holders of the Fourth Preferred shares shall be entitled to receive, subject to
section (a) hereof, and after the holders of First Preferred shares and Third
Preferred shares shall have received such amounts as they are entitled to receive in
the event of the liquidation, dissolution or winding up of the Corporation, but before
any distribution of any part of the assets of the Corporation among the holders of any
other shares of the Corporation, including without limitation the Class A Common and
Class B Common shares, an amount equal to the Redemption Price for each issued and
outstanding Fourth Preferred share plus an amount equal to all dividends declared
thereon and unpaid.
  (e)
    
    Liquidation, Dissolution or Winding up.In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary, the
holders of the Fourth Preferred shares shall be entitled to receive, subject to




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##### 



3.
    
    to delete the following provisions of paragraph (a) respecting the rights, privileges,
restrictions and conditions of the Seventh Preferred shares as set out in the Certificate and
Articles of Amalgamation effective December 31, 2003:
 (a)
    
    Ranking.The Seventh Preferred shares shall rank, with respect to both
dividends and return of capital in the event of liquidation, dissolution or winding up
of the Corporation, junior to the First Preferred shares, the Third Preferred shares,
the Fourth Preferred shares, the Fifth Preferred shares and the Sixth Preferred shares
and in priority to all other shares of the Corporation, including without limitation,
the Class A Common and Class B Common shares, but shall not confer any further right to
participate in the profits or assets of the Corporation. The rights, privileges,
restrictions and conditions attaching to the Seventh Preferred shares shall be deemed
to include and incorporate by reference such provisions (including, without limitation,
the subordination provisions) as are necessary to constitute the Seventh Preferred shares Excluded Securities for the purposes of the:
 (A)
    
    Second Amended and Restated Loan Agreement dated
as of January 31, 2002, as amended on September 10, 2003, among the
Corporation, The Toronto-Dominion Bank, as Administration Agent and
certain lenders named therein;
 (B)
    
    Indenture dated as of January 15, 1994 among Rogers
Cablesystems Limited (RCAB), a predecessor by amalgamation to the Corporation,
Rogers Cable T.V. Limited (RCTV), a predecessor by amalgamation to
the Corporation, Rogers Ottawa Limited/Limitée (ROL) and Chemical
Bank (now JPMorgan Chase Bank) re Cdn. $300,000,000 9.65% Senior
Secured Second Priority Debentures due 2014;
 (C)
    
    Indenture dated as of March 20, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank (now JPMorgan Chase Bank) re U.S.
$450,000,000 10% Series B Senior Secured Second Priority Notes due
2005;
 (D)
    
    Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank (now JPMorgan Chase Bank)
re U.S. $125,000,000 11% Senior Subordinated Guaranteed Debentures
due 2015;




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##### 



(E)
    
    Indenture dated as of February 5, 2002 among the Corporation
and CIBC Mellon Trust Company re Cdn. $450,000,000 7.60% Senior (Secured)
Second Priority Notes due 2007;(F)
    
    Indenture dated as of April 30, 2002 among the
Corporation and JPMorgan Chase Bank re U.S.$350,000,000 7.875% Senior (Secured)
Second Priority Notes due 2012;(G)
    
    Indenture dated as of April 30, 2002 among the
Corporation and JPMorgan Chase Bank re U.S.$200,000,000 8.750% Senior (Secured)
Second Priority Debentures due 2032;(H)
    
    Indenture dated as of June 19, 2003 among the Corporation and
JPMorgan Chase Bank re U.S. $350,000,000 6.25% Senior (Secured) Second Priority
Notes due 2013; and(I)
    
    such other loan agreements, indentures, deeds of trust or
other financing instruments to which the Corporation (or any successor) is
from time to time a party as contain substantially similar provisions as the
foregoing financing instruments related to Excluded Securities,
    (a)
    
    Ranking.The Seventh Preferred shares shall rank, with respect to dividends,
junior to the First Preferred shares, the Third Preferred shares, the Fourth Preferred shares, the Fifth Preferred shares and the Sixth Preferred shares and in priority to
all other shares of the Corporation, including without limitation, the




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##### 



(A)
    
    Second Amended and Restated Loan Agreement dated as of
January 31, 2002, among the Corporation, The Toronto-Dominion Bank,
as Administration Agent and the Lenders named therein, as amended by
the First Amendment dated for reference September 10, 2003 and the
Second Amendment dated June 22, 2005;(B)
    
    Indenture dated as of February 5, 2002 between the Corporation and CIBC
Mellon Trust Company regarding the issue of Cdn.$450,000,000 7.60%
Senior (Secured) Second Priority Notes due 2007, as supplemented by the
First Supplemental Indenture dated as of December 31, 2003;(C)
    
    Indenture dated as of April 30, 2002 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$350,000,000 7.875% Senior (Secured) Second Priority Notes
due 2012, as supplemented by the First Supplemental Indenture dated as of
December 31, 2003;(D)
    
    Indenture dated as of April 30, 2002 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$200,000,000 8.750% Senior (Secured) Second Priority
Debentures due 2032, as supplemented by the First Supplemental
Indenture dated as of December 31, 2003;(E)
    
    Indenture dated as of June 19, 2003 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$350,000,000 6.25% Senior (Secured) Second Priority Notes
due 2013, as supplemented by the First Supplemental Indenture dated as of
December 31, 2003;(F)
    
    Indenture dated as of March 11, 2004 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$350,000,000 5.500% Senior (Secured) Second Priority Notes
due 2014;




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(G)
    
    Indenture dated as of November 30, 2004 between the Corporation
and JPMorgan Chase Bank, N.A. regarding the issue of Cdn.$175,000,000 7.25%
Senior (Secured) Second Priority Notes due 2011;
 (H)
    
    Indenture dated as of November 30, 2004 between the Corporation
and JPMorgan Chase Bank, N.A. regarding the issue of U.S.$280,000,000 6.75%
Senior (Secured) Second Priority Notes due 2015; and
 (I)
    
    such other loan agreements, indentures, deeds of trust or other
financing instruments to which the Corporation (or any successor) is from time
to time a party as contain substantially similar provisions as the foregoing
financing instruments related to Excluded Securities,
   4.
    
    to delete the following provisions of paragraph (e) respecting the rights, privileges,
restrictions and conditions of the Seventh Preferred shares as set out in the Certificate and
Articles of Amalgamation effective December 31, 2003:
 (e)
    
    Liquidation, Dissolution or Winding up.In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary, the
holders of the Seventh Preferred shares shall be entitled to receive, subject to
section (a) hereof, and after the holders of First Preferred shares, Third Preferred
shares, Fourth Preferred shares, Fifth Preferred shares and Sixth Preferred shares
shall have received such amounts as they are entitled to receive in the event of the
liquidation, dissolution or winding up of the Corporation, but before any distribution
of any part of the assets of the Corporation among the holders of any other shares of
the Corporation, including without limitation the Class A Common and Class B Common
shares, an amount equal to the Redemption Price for each




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"(e) Liquidation, Dissolution or Winding up.In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary, the
holders of the Seventh Preferred shares shall be entitled to receive, subject to
section (a) hereof, and after the holders of First Preferred shares, Third Preferred
shares, Fourth Preferred shares, Fifth Preferred shares, Sixth Preferred shares and
Ninth Preferred shares shall have received such amounts as they are entitled to
receive in the event of the liquidation, dissolution or winding up of the Corporation,
but before any distribution of any part of the assets of the Corporation among the
holders of any other shares of the Corporation, including without limitation the Class
A Common and Class B Common shares, an amount equal to the Redemption Price for each
issued and outstanding Seventh Preferred share plus an amount equal to all dividends
declared thereon and unpaid..
 5.
    
    to increase the authorized capital of the Corporation by creating an unlimited number of a
class of shares to be designated Ninth Preferred shares;6.
    
    by providing that the Ninth Preferred shares shall have attached thereto the rights,
privileges, restrictions and conditions set out in Schedule A annexed hereto; and7.
    
    by declaring that, after giving effect to the foregoing, the Corporation is authorized to
issue an unlimited number of Class A Common shares, an unlimited number of Class B
Common shares, 100,000,000 Class B Preferred shares, an unlimited number of First
Preferred shares, an unlimited number of Third Preferred shares, an unlimited number of
Fourth Preferred shares, an unlimited number of Fifth Preferred shares, an unlimited
number of Sixth Preferred shares, an unlimited number of Seventh Preferred shares, an
unlimited number of Eighth Preferred shares and an unlimited number of Ninth Preferred
shares.




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SCHEDULE A
 NINTH PREFERRED SHARES
  (a)
    
    Ranking.The Ninth Preferred shares shall rank, with respect to dividends,
junior to the First Preferred shares, the Third Preferred shares, the Fourth Preferred
shares, the Fifth Preferred shares, the Sixth Preferred shares, the Seventh Preferred
shares and the Eighth Preferred shares and in priority to all other shares of the
Corporation, including without limitation, the Class A Common and Class B Common
shares, and with respect to return of capital in the event of liquidation, dissolution
or winding up of the Corporation, junior to the First Preferred shares, the Third
Preferred shares, the Fifth Preferred shares, the Sixth Preferred shares and the
Eighth Preferred shares and in priority to all other shares of the Corporation,
including without limitation, the Fourth Preferred shares, the Seventh Preferred
shares, the Class A Common shares and the Class B Common shares, but shall not confer
any further right to participate in the profits or assets of the Corporation. The
rights, privileges, restrictions and conditions attaching to the Ninth Preferred
shares shall be deemed to include and incorporate by reference such provisions
(including, without limitation, the subordination provisions) as are necessary to
constitute the Ninth Preferred shares Excluded Securities for the purposes of the:
 (A)
    
    Second Amended and Restated Loan Agreement dated
as of January 31, 2002, among the Corporation, The Toronto-Dominion Bank,
as Administration Agent and the Lenders named therein, as amended by
the First Amendment dated for reference September 10, 2003 and the
Second Amendment dated June 22, 2005;(B)
    
    Indenture dated as of February 5, 2002 between the Corporation
and CIBC Mellon Trust Company regarding the issue of Cdn.$450,000,000 7.60%
Senior (Secured) Second Priority Notes due 2007, as supplemented by the
First Supplemental Indenture dated as of December 31, 2003;(C)
    
    Indenture dated as of April 30, 2002 between the Corporation
and JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$350,000,000 7.875% Senior (Secured) Second Priority Notes
due 2012, as supplemented by the First Supplemental Indenture dated as of
December 31, 2003;(D)
    
    Indenture dated as of April 30, 2002 between the Corporation
and JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$200,000,000 8.750% Senior (Secured) Second Priority
Debentures due 2032, as supplemented by the First Supplemental
Indenture dated as of December 31, 2003;




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(E)
    
    Indenture dated as of June 19, 2003 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$350,000,000 6.25% Senior (Secured) Second Priority Notes
due 2013, as supplemented by the First Supplemental Indenture dated as of
December 31, 2003;(F)
    
    Indenture dated as of March 11, 2004 between the Corporation and
JPMorgan Chase Bank (now JPMorgan Chase Bank, N.A.) regarding the
issue of U.S.$350,000,000 5.500% Senior (Secured) Second Priority Notes
due 2014;(G)
    
    Indenture dated as of November 30, 2004 between the Corporation and
JPMorgan Chase Bank, N.A. regarding the issue of Cdn.$175,000,000
7.25% Senior (Secured) Second Priority Notes due 2011;(H)
    
    Indenture dated as of November 30, 2004 between the Corporation and JPMorgan
Chase Bank, N.A. regarding the issue of U.S.$280,000,000 6.75% Senior (Secured)
Second Priority Notes due 2015; and(I)
    
    such other loan agreements, indentures, deeds of trust or other financing
instruments to which the Corporation (or any successor) is from time to time a party
as contain substantially similar provisions as the foregoing financing instruments
related to Excluded Securities,
   (b)
    
    Redemption Privilege.
 (i)
    
    Redemption Price.Subject to any adjustment pursuant to section (g) hereof,
the Redemption Price in respect of each Ninth Preferred share




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shall be an amount equal to the aggregate fair market value of all property transferred or
sold to the Corporation in exchange for the Ninth Preferred shares, less the value of any
liabilities of the Corporation assumed, each as at the time such Ninth Preferred shares
are issued, divided by the number of Ninth Preferred shares so issued.(ii)
    
    Redemption Right.Subject to the provisions of the Business Corporations Act(Ontario), as
amended from time to time, or any successor legislation, the Corporation may, upon giving
notice or upon notice being waived as hereinafter provided, redeem the whole or any part of
the Ninth Preferred shares on payment for each such share to be redeemed of the Redemption
Price therefor.(iii)
    
    Payment of Redemption Price by Promissory Note.The aggregate Redemption Price of all Ninth
Preferred shares of a holder which are redeemed may, at the option of the Corporation, be
paid and satisfied in whole or in part: (1) by the issuance to the holder by the Corporation
of a promissory note for a principal sum equal to the Redemption Price, or such part thereof
as is to be satisfied by the promissory note, which, subject to section (a) above, is payable
on demand, is non-interest bearing and, subject to section (a) above, entitles the
Corporation to prepay the whole or any part of the unpaid principal under such promissory
note; or (2) by the assignment or endorsement in favour of the holder of a promissory note
made by an affiliate (as such term is defined in the Business Corporations Act(Ontario), as
amended from time to time, or any successor legislation) for a principal sum or for a portion
of the principal sum equal to the aggregate Redemption Price, or such part thereof as is to
be satisfied by the promissory note, which is payable on demand and which the board of
directors of the Corporation in its discretion has determined has a value not less than the
aggregate Redemption Price, or such part thereof as is to be satisfied by the promissory note
of the affiliate, which might be issued under clause (1) of this subsection (b)(iii).(iv)
    
    Partial Redemption.In case a part only of the then outstanding Ninth Preferred shares is at
any time to be redeemed, the shares so to be redeemed shall be selected in such manner as the
directors in their discretion shall decide and need not be redeemed pro rataor selected by
lot and the directors may make such adjustments as may be necessary to avoid the redemption
of fractional parts of shares.(v)
    
    Notice of Redemption and Rights of Holders.The Corporation shall, on or before the date
specified for redemption, send to each person who at the date of sending is a registered
holder of Ninth Preferred shares to be redeemed a notice in writing of the intention of the
Corporation to redeem such Ninth Preferred shares, or alternatively, notice may be waived or
the time for sending of the notice may be waived at any time with the consent




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(c)
    
    Cumulative Dividends.The holders of the Ninth Preferred shares shall, in each fiscal year
of the Corporation, subject to section (a) hereof and to the payment of all accrued dividends
on the First Preferred shares, the Third Preferred shares, the Fourth Preferred shares, the
Fifth Preferred shares, the Sixth Preferred shares, the Seventh Preferred shares and the
Eighth Preferred shares, but always in preference and priority to any payment of dividends on
any other shares of the Corporation for such year, including without limitation, the Class A
Common and Class B Common shares, be entitled to receive, subject to the provisions of the
Business Corporations Act(Ontario), as amended from time to time, or any successor
legislation, fixed, cumulative cash dividends at the rate of eight percent (8%) per annum of
the Redemption Price for such shares payable quarterly on the first day following the last
day in the month of each of March, June, September and December, other than a Saturday or a
Sunday, on which the main branch of The Toronto-Dominion Bank in Toronto, Ontario is open for
business (each an Established Dividend Payment Date). Alternatively, if the directors so
determine dividends shall be payable on any day (an Alternate Dividend Payment Date)
following the immediately preceding Established Dividend Payment Date and before the next
Established Dividend Payment Date. An Established Dividend Payment Date and an Alternate
Dividend Payment Date are each hereinafter referred to as a Dividend Payment Date.
Dividends on the




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Ninth Preferred shares shall accrue on a daily basis from the day following the date of
issuance. If on any Dividend Payment Date the dividend payable on such date is not paid in
full on all of the Ninth Preferred shares then issued and outstanding, such dividend or the
unpaid part thereof shall be paid on the first date thereafter on which the Corporation
shall have sufficient moneys properly applicable to the payment of same. The holders of the
Ninth Preferred shares shall not be entitled to any dividend other than or in excess of the
cumulative dividends at the rate hereinbefore provided for. If the Redemption Price is
increased or decreased pursuant to section (g) hereof at any time after any dividends have
been declared and paid or set aside for payment on the Ninth Preferred shares, the dividend
rate applicable during the period prior to such increase or decrease in the Redemption
Price in respect of which the dividends were paid or set aside for payment shall be deemed
decreased or increased accordingly, and neither a registered holder of Ninth Preferred
shares nor the Corporation shall have a claim against the other for either under or
overpayment of dividends resulting from an increase or decrease in the Redemption Price.The Corporation shall not redeem or purchase for cancellation any Ninth Preferred shares
then outstanding unless all dividends accrued on the Ninth Preferred shares up to the date
of redemption or purchase have been paid.The Corporation shall not call for redemption or redeem or purchase for cancellation or
make any capital distribution in respect of or otherwise pay off or retire any shares of
the Corporation ranking on a parity with or junior to the Ninth Preferred shares unless
all dividends on the Ninth Preferred shares up to and including the dividend payable on
the immediately preceding Dividend Payment Date shall have been declared and paid or set
aside for payment at the date of such call for redemption, redemption, purchase,
distribution, retirement or other payment off.
 (d)
    
    Purchase by the Corporation.The Corporation shall have the right at its option
at any time and from time to time to purchase the whole or any part of the Ninth
Preferred shares at the lowest price at which, in the opinion of the directors, such
shares are obtainable but not exceeding the Redemption Price thereof (the
Purchase Price). The Purchase Price may, at the option of the Corporation be
paid and satisfied in the manner provided for in subsection (b)(iii) hereof.(e)
    
    Liquidation, Dissolution or Winding up.In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of the Ninth Preferred shares shall be entitled to receive, subject to
section (a) hereof, and after the holders of First Preferred shares, Third Preferred
shares, Fifth Preferred shares, Sixth Preferred shares and Eighth Preferred Shares
shall have received such amounts as they are entitled to receive in the event of the
liquidation, dissolution or winding up of the Corporation, but before any
distribution of any part of the assets of the Corporation among the holders of any
other shares of the Corporation, including without limitation, the Fourth Preferred
shares, the Seventh Preferred shares, the Class A Common shares and the Class B
Common shares, an amount equal to the Redemption Price for each issued and




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outstanding Ninth Preferred share plus an amount equal to the accrued and unpaid dividends
thereon.(f)
    
    No Voting Rights; Notice of Meetings.The holders of the Ninth Preferred
shares shall not, as such, have any voting rights for the election of directors or,
subject to any voting rights accorded them pursuant to the provisions of the
Business Corporations Act(Ontario), as the same may from time to time be
amended or any successor legislation, for any other purpose, nor shall they be
entitled to attend shareholders meetings except for the purpose of exercising any
voting rights accorded to them pursuant to the provisions of the Business
Corporations Act(Ontario), as amended from time to time, or any successor
legislation; holders of the Ninth Preferred shares shall, however, be entitled to
notice of any meeting of shareholders called for the purpose of authorizing the
dissolution of the Corporation or the sale, lease or exchange of all or substantially
all of the property of the Corporation other than in the ordinary course of
business.(g)
    
    Price Adjustment.
 (i)
        
        If at any time and from time to time when any Ninth Preferred shares
          are issued and outstanding either: (a) Canada Revenue Agency determines
          and the directors of the Corporation and all of the holders of the issued
          and outstanding Ninth Preferred shares concur in such determination;
          or (b) the Corporation, the directors of the Corporation and the
          holders of the Ninth Preferred shares determine; that the aggregate
          fair market value of all property transferred or sold to the Corporation
          in exchange for Ninth Preferred shares (the Acquired Property)
          is greater or less than the fair market value of the Acquired Property
          as determined in connection with the acquisition of the Acquired Property,
          or as most recently redetermined under this section (g) then the
          resultant excess or deficiency, as the case may be, shall be divided
          by the aggregate number of Ninth Preferred shares issued in connection
          with the acquisition of the Acquired Property and the Redemption Price
          shall be increased or decreased accordingly. For greater certainty,
          multiple adjustments to the Redemption Price are permitted under this
          subsection and all such adjustments shall be cumulative.(ii)
        
        In the event that none or only some (but not all) of the Ninth Preferred
          shares issued in connection with the acquisition of the Acquired Property
          are issued and outstanding and the Redemption Price is increased or
          decreased pursuant to subsection (g)(i) hereof then the amount of the
          increase or decrease in the aggregate fair market value of the Acquired
          Property, less the aggregate of the adjustments to the Redemption Price
          of the Ninth Preferred shares, if any, then issued and outstanding arising
          as a consequence of such determination, shall be, in the case of an
          excess, a debt of the Corporation payable to the holder of such Ninth
          Preferred shares and in the case of a deficiency, a debt of the holder
          payable to the




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Corporation, in either case on demand, bearing interest at a rate equal to the annual rate
established by The Toronto-Dominion Bank at its head office in Toronto, Ontario from time
to time as being its reference rate of interest used by it to determine the rates of
interest it will charge for loans made in Canada in Canadian dollars to its preferred
commercial customers, plus two percent (2%) per annum, calculated and payable monthly in
arrears on the last day of each month, provided that the balance of any interest accrued
and unpaid to the date on which the principal amount is paid shall be due and payable on
such date and that any interest not paid on its due date shall itself bear interest at the
above rate, compounded monthly.(iii)
    
    Notwithstanding subsection (g)(ii), in the event that the Redemption Price for any Ninth
Preferred shares redeemed shall have been satisfied by means of a promissory note issued by
the Corporation or assigned and transferred by the Corporation (as provided in subsection
(b)(iii) hereof) providing for the adjustment of the principal amount thereof downwards by an
amount equal to the amount of the deficiency or upwards by an amount equal to the amount of
the excess, then in such event, the note as adjusted shall be deemed to satisfy in full the
adjustment of the applicable purchase price and the debt payable by the Corporation to the
holder or the holder to the Corporation as the case may be, hereinbefore provided in
subsection (g)(ii) hereof.(iv)
    
    Each time a change is made to the Redemption Price pursuant to this section (g), a
certificate of an officer of the Corporation, stating such new Redemption Price, shall be
prepared and inserted in the minute book of the Corporation.




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6.
    
    The amendment has been duly authorized as required by sections 168
and 170 (as applicable) of the Business Corporations Act.La modification a été dúment autorisée conformement aux articles 168 et 170
(selon le cas) de laLoi sur les sociétés par actions.7.
    
    The resolution authorizing the amendment was approved
by the shareholders/directors (as applicable) of the corporation onLes actionnaires ou les administrateurs (selon le cas) de la
société ont approuve la résolution autorisant la
modification le
 2006/01/09(Year, Month, Day)(année, mois, jour)
 Les présents statuts sont signés en double exemplaire.
 ROGERS CABLE INC.(Name of Corporation)
        (If the name is to be changed by these articles set out current name)(Dénomination sociale de
        la société) (Si lon demande un changement de nom, indiquer ci-dessus
        la dénomination sociale actuelle).
 Par:
 SIG
    
    ALAN D. HORN, VICE-PRESIDENT(Signature)
    
    (Description of Office)(Signature)
    
    (Fonction)
 By:
        SIG
        
        M. LORRAINE DALY, VICE PRESIDENT, TREASURER(Signature)
        
        (Description of Office)