**Exhibit 1.3**

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[TRANSLATION]

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***[Logo of Québec Registrar]***

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***CERTIFICATE OF AMENDMENT***

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*Companies Act, Part IA**(R.S.Q., c. C-38)*

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I hereby certify thatthe company

 

VIDEOTRON LTD.

 

amended its articleson ***DECEMBER 12, 2008***, under Part IAof the *Companies Act*, as indicated in theArticles of Amendment attached hereto.

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***[Seal of Québec Registrar]*** | ***Filed in the register on  January 19, 2009 under registration number  1163819882*** | ** **

**[**Signed**]**Enterprise Registrar |
|-----------------------------------------------------|---------------------------------------------------------------------------------------------|--------------------------------------------------|

 

R930Z12L88V91JA

 

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[TRANSLATION]

 
|  | Articles  of Amendment                                

*Companies  Act*(R.S.Q., c.C-38, Part IA)

  |
|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
|   | Québec enterprise number |
|--------|-------------------------------|
| NEQ    | 1                             | 1 | 6 | 3 | 8 | 1 | 9 | 8 | 8 | 2 |   |

** **

**1. Name   -    **Enter the new name of the company, if changed,and enter the previous name in section 5.

 

or

 

-             Enter the current name, if you arekeeping it, and write N.A. in section 5.

 

Videotron Ltd.

 

Mark and X in this box if you are apply for adesignating number (numbered company) rather than a name o

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**2. Thearticles of the company are amended as follows:**

 

See Schedule 1 to these articles of amendment whichforms an integral part hereof.

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**3.Effective date**(if later than that on which the articles ofamendement are filed):

 
| Date following that of the filing date: | Year | Month | Day |
|-----------------------------------------|------|-------|-----|

** **

**4.Amendment of articles under sections 123.140 and following of the *Companies Act***

 

Markan X if the application for amendment is presented to correct an illegal orirregular element, or to include a provision required under the *Companies Act*:

 

·                  where thecorrection or insertion does not affect the rights of the shareholders orcreditors (sec. 123.140);            o

 

·                  where thecorrection or insertion may affect the rights of the shareholders or creditors- append copy of judgment (sec.      o  123.141).

 

Effectivedate (the amendment will be retroactive to the date of the certificateaccompanying the articles being amended), unless these articles or the judgmentprovides for a later date):

Year           Month       Day

 

**5. Nameprior to the amendment**(if different than the one mentioned in section 1)

 

N/A

 
| Do  not write in this space                                                                   |                                                         |   |
|-----------------------------------------------------------------------------------------------|--------------------------------------------------------------|--------|
| Québec                                                          |                                                              |   | **/s/  Serge Gouin** |
|                                                                                          | **Signature  of Authorized Director**                        |
|  

Filed on

Dec. 12, 2008

THE ENTERPRISE REGISTRAR                                |                                                         |   |
|                                                                                          |                                                         |
|                                                                                          | If you need more space, attach an appendix in two copies,    |
|                                                                                          | identify the relevant section, and number the pages, if any. |
|                                                                                          |                                                         |
|                                                                                          |                                                         |   |
| **RETURN BOTH COPIES OF THIS FORM TOGETHER WITH YOUR PAYMENT.**

**DO NOT SEND BY FAX.** |

 
| **Minister of Revenue** | **LE-50.0.11.04 (2007-04)** |
|-------------------------|-----------------------------|

 

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**SCHEDULE1**

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to the Articles of Amendment of

 

VIDEOTRON LTD. (the “Company”)

 

The unlimited share capital of the Company is modified by the creationof the Class “H” Preferred Shares, which shall carry the following rights:

 

**(H)          CLASS “H”PREFERRED SHARES:** Thenumber of Class “H” Shares is unlimited, and the consideration paid intothe subdivision of the issued and paid-up share capital account relating tosuch shares is also unlimited; Class “H” Shares shall have no par valueand shall carry the following rights, privileges, conditions and restrictions:

 

**(1)           Ranking of Class “H”Preferred Shares.**Class “H”Preferred Shares shall have priority over the Common Shares, but not over the Class “B,”“C,” “D,” “E”, “F” and “G” Preferred Shares with respect to the order ofpayment of dividends and the distribution of the assets of the Company in theevent of the liquidation, winding-up or dissolution of the Company, whether ornot voluntary, or any other distribution of the assets of the Company among itsshareholders for the purpose of winding up its affairs.

 

**(2)           Right toDividends.**Theholders of Class “H” Shares shall be entitled to receive, every year, insuch manner and at such time as the Board of Directors may declare, a non-cumulativedividend at the fixed rate of 1% per month, calculated on the redemption priceof the Class “H” Preferred Shares, payable in cash, property or throughthe issuance of fully paid shares of any class of the Company.

 

**(3)           Repayment.** If, for any reason, including in the eventof dissolution or liquidation or winding-up of the Company, whether or notvoluntary, some or all of the assets of the Company are distributed among theshareholders, each holder of Class “H” Shares shall be entitled torepayment of the amount paid for the Class “H” Shares into the subdivisionof the issued and paid-up share capital account relating to the Class “H”Shares.

 

**(4)           No VotingRight.** Subject to theprovisions of the Act or as otherwise expressly provided, the holders of Class “H”Shares shall not be entitled to receive notice of, attend or vote at themeeting of shareholders of the Company.

 

**(5)           RedemptionRight.**The Companyshall be entitled, at its discretion, subject to the provisions of the *Companies Act*in this regard, to redeem atany time all or from time to time part of the Class “H” Shares thenoutstanding upon giving notice to that effect, on payment to the holders of theClass “H” Shares at a price equal to the “Redemption Value”, as describedbelow, plus the amount of dividends declared but unpaid, if any, on the Class “H”Shares.

 

*(a) Redemption Value*

 

The“Redemption Value” of each share corresponds to the amount paid for such shareinto the subdivision of the issued and paid-up share capital account relatingto the Class “H” Shares, plus a premium equal to the amount by which thefair market value of the consideration received by the Company at the time suchClass “H” Share was issued exceeds the total of:

 

(i)                                   the amount paid for such share into thesubdivision of the issued and paid-up share capital account relating to the Class “H”Shares; and

 

(ii)                                the fair market value of any property, otherthan a Class “H” Share, given by the Company in payment of suchconsideration.

 

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*(b) Determination of FairMarket Value of the Consideration*

 

Uponissuance of the Class “H” Shares, the Company and each subscriber of Class “H”Shares shall determine, by mutual consent and in good faith, based on a methoddeemed fair and reasonable, the fair market value of each of the assets thatform part of the consideration received by the Company at the time the Class “H”Shares are issued.

 

*(c) Adjustment of the Premiumin Case of a Disagreement with the Department of Revenue*

 

Inthe event of a disagreement with the federal or provincial department ofrevenue, or both, with respect to the appraisal of the fair market value of oneor more of the assets that form part of the consideration received by theCompany at the time the Class “H” Shares are issued, the appraisal by suchdepartment shall prevail. The amount of the premium relating to the redemptionof the Class “H” Shares shall be adjusted accordingly if the department inquestion provides the Company and each holder of Class “H” Shares, or,where all of the shares are redeemed, the Company and each former holder of Class “H”Shares, with the opportunity to contest the appraisal with the department orbefore the courts. Where the federal and provincial appraisals differ, theamount of the premium shall be equal to the lower appraisal established inaccordance with an uncontested assessment or another final judgment, as thecase may be.

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If,before the Redemption Value provided for in the foregoing sentence is adjusted,the Company pays, in cash or any other form of consideration, to a holder of Class “H”Shares, in connection with a redemption, retraction or purchase of Class “H”Shares, a sum for the Class “H” Shares that differs from the adjustedRedemption Value, the holder or the Company, as the case may be, shallimmediately pay to the holder or the Company, as the case may be, thedifference between the amount paid in connection with the redemption,retraction or purchase and the adjusted Redemption Value. Moreover, if, at thetime of the adjustment, dividends have already been declared and paid on the Class “H”Shares, such dividends shall be adjusted so as to reflect the adjustment of theRedemption Value.

 

TheCompany shall, at least one (1) business day prior to the date fixed forredemption (the “Redemption Date”), give written notice, to each thenregistered holder of Class “H” Shares, of the Company’s intention toredeem such shares. Such notice shall set out the date and place at which theredemption is to take place and where payment is to occur and, in the case ofpartial redemption, the number of shares of each such holder of Class “H”Shares to be redeemed. If notice of redemption is given as aforesaid and anamount sufficient to redeem the Class “H” Shares called for redemption isdeposited with the Company’s bankers or at any other place specified in thenotice, on or before the Redemption Date, the holders of Class “H” Sharesshall, after the Redemption Date, no longer have any right in or against theCompany, except the right to receive payment of the Redemption Price and anyaccrued but unpaid dividends on such Class “H” Shares being redeemed, uponpresentation and surrender of the certificates representing such number ofshares to be redeemed.

 

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