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                                  Quebec [LOGO]


                            CERTIFICATE OF AMENDMENT
                             COMPANIES ACT, PART 1A
                               (R.S.Q. CHAP. C-38)


                           I hereby attest that



                           VIDEOTRON LTEE



                           has amended its articles on JANUARY 16, 2004,
                           pursuant to Part 1A of the Companies Act, as
                           indicated in the attached articles of amendment.







FILED IN THE REGISTER ON JANUARY 16, 2004
UNDER DESIGNATING NO. 1140137788


                                                                        [signed]
                                     Inspector General of Financial Institutions


[stamp of the
Inspector General of
Financial Institutions
Quebec]


R630Z18L87V71JA



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[LOGO]   GOUVERNEMENT DU QUEBEC
         INSPECTOR GENERAL OF
         FINANCIAL INSTITUTIONS


                                                   Form 5
                                                   ARTICLES OF AMENDMENT
                                                   Companies Act, R.S.Q. c. c-38
                                                   Part 1A


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1   Company Name

         VIDEOTRON LTEE
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2    | |  Petition submitted under section 123.140 ff. of the Companies Act

3    The articles of the Company are amended as follows:

The Company's authorized share capital, as constituted immediately before to the
filing of these Articles of Amendment, is hereby amended:

i.   by creating an unlimited number of Cumulative First Preferred Shares,
     namely, the Cumulative First Preferred Shares, Series G, whose rights,
     privileges, restrictions and conditions are more fully described in
     Schedule 1 attached to these Articles of Amendment and forming an integral
     part hereof.







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4.   Date of coming into force if          5.   Name of company (or designation
     different from date of filing              no.) prior to the amendment if
     (see instructions)                         different from that appearing in
                                                box 1:

                N/A                                          N/A


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If more space is required, provide an attachment in 2 copies.

Signature of the authorized director: [signed]

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For official use only:
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Gouvernement du Quebec
    filed on
   January 16, 2004

Inspector General of
Financial Institutions
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                                   SCHEDULE 1

                         TO THE ARTICLES OF AMENDMENT OF

                                 VIDEOTRON LTEE


SERIES G PREFERRED SHARES

         In addition to the provisions applicable to the preferred shares as a
series, the Series G Preferred Shares with no par value created hereunder have
the following attributes :

1.       RANK OF SERIES G PREFERRED SHARES

         The Series G Preferred Shares have priority over the common shares and
         the other shares of the Company as to the order of priority of the
         payment of dividends and the distribution of assets in case of the
         liquidation or dissolution of the Company, voluntary or involuntary, or
         of any other distribution of assets of the Company to its shareholders
         for the purpose of winding up its affairs.

2.       DIVIDENDS

         The holders of record of the Series G Shares shall be entitled to
         receive, in each fiscal year of the Company, fixed cumulative
         preferential dividends at the rate of 11.25% per share per annum,
         calculated daily on the Redemption Price (as hereinafter defined) of
         the Series G Shares. The said dividends shall be cumulative from the
         respective dates of issue of each Series G Share.

         For greater certainty, it is hereby declared that (a) wherever used in
         this Section 2, the expression "dividends at the rate of 11.25% per
         share per annum" shall mean, in respect of Series G Shares, dividends
         computed at that rate for at least the number of days during which such
         share was outstanding during the fiscal year in respect of which the
         computation is being made and (b) nothing herein contained or implied
         shall require prorating of dividends in respect of any shares not
         outstanding for the whole of any period for or in respect of which such
         dividends are being accumulated. The directors of the Company may,
         however, in their discretion, prorate dividends in respect of any
         shares not outstanding for the whole of any period for or in respect of
         which dividends are being accumulated if such right of prorating was
         reserved by the Company at the time of the issue of such shares.

         All dividends declared on the Series G Shares shall be payable
         semi-annually on a cumulative basis on the 20th day of the months of
         June and December in each year, at such place as the directors of the
         Company may determine from time to time, in cash or by certified
         cheque, bank draft or wire transfer, provided that in respect of any
         payment of dividends denominated in a currency other than


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         Canadian, the applicable exchange rate shall be that published by the
         Bank of Canada in effect on the date of payment.

         The holders of Series G Shares shall only be entitled to receive the
         aforementioned dividends. No dividends may be paid on any shares
         ranking junior to the Series G Shares unless all dividends which shall
         have become payable on the Series G Shares have been paid or set aside
         for payment.

3.       LIQUIDATION

         In the event of the liquidation, dissolution or reorganization of the
         Company or any other distribution of its assets among its shareholders
         for the purpose of winding-up its affairs, whether voluntarily or
         involuntarily, the holders of Series G Shares shall be entitled to
         receive, in preference to the holders of Common Shares, an amount equal
         to the Redemption Price (as hereinafter defined) of each Series G Share
         held and any accumulated and unpaid dividends with respect thereto.

4.       VOTING RIGHTS

         Holders of Series G Shares shall not be entitled to receive notice of,
         and to attend or vote at, any meeting of the shareholders of the
         Company, unless the Company shall have failed to pay eight (8)
         semi-annual dividends on the Series G Shares, whether or not
         consecutive. In that event and only for so long as any such dividends
         remain in arrears, the holders of Series G Shares shall be entitled to
         receive notice of, and to attend and vote at, all shareholders'
         meetings, except meetings at which only holders of another specified
         series or class of shares are entitled to vote. At each such meeting,
         each Series G Share shall entitle the holder thereof to one (1) vote.

5.       RETRACTION RIGHTS

         Each holder of Series G Shares shall be entitled, at its discretion,
         upon prior written notice of not less than one (1) business day to the
         Company, to require the Company to redeem all or part of such holder's
         Series G Shares for an aggregate amount equal to the Redemption Price
         (as hereinafter defined) and any accumulated but unpaid dividends with
         respect thereto, payable, subject to the provisions of the Act in this
         regard, upon presentation and surrender by such holder of Series G
         Shares of the certificate(s) representing such number of Series G
         Shares to be redeemed (the date on which such presentation and
         surrender occurs being the "Retraction Date"). As of the Retraction
         Date, the Series G Shares shall be considered redeemed and the Company
         shall pay to such holder of Series G Shares the Redemption Price (as
         hereinafter defined) and any accumulated but unpaid dividends with
         respect thereto, in the manner described in Section 7. In the event the
         Company is unable to pay the Redemption Price of the Series G Shares as
         of the Retraction Date, it shall forthwith give the holder of Series G
         Shares written notice thereof.


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6.       REDEMPTION RIGHTS

         The Company shall have the right, at its option, subject to the
         provisions of the Act in this regard, to redeem at any time all or from
         time to time any of the Series G Shares then outstanding upon giving
         notice as hereinafter provided, on payment to the holders of the Series
         G Shares of an aggregate amount equal to the Redemption Price (as
         hereinafter defined) plus all dividends accumulated on such Series G
         Shares being redeemed and remaining unpaid. In the case of partial
         redemption, the Series G Shares to be redeemed shall be selected PRO
         RATA among the holders of all the Series G Shares then outstanding,
         except that, with the consent of all the holders of Series G Shares,
         the shares to be redeemed may be selected in any other manner.

         The Company shall, at least one (1) business day prior to the date
         fixed for redemption (the "Redemption Date"), give written notice to
         each then registered holder of Series G Shares, of the Company's
         intention to redeem the same. Such notice shall set out the date and
         the place at which the redemption is to take place and where payment is
         to occur, and in the case of partial redemption, the number of shares
         to be redeemed from each such holder of Series G Shares. If notice of
         redemption is given as aforesaid and an amount sufficient to redeem the
         Series G Shares called for redemption is deposited with the Company's
         bankers or at any other place or places specified in the notice, on or
         before the Redemption Date, the holders of Series G Shares shall, after
         the Redemption Date, have no right in or against the Company except the
         right to receive payment of the Redemption Price plus all dividends
         accumulated on such Series G Shares being redeemed and remaining
         unpaid, in the manner described in Section 7, on presentation and
         surrender of the certificate(s) representing such number of shares to
         be redeemed.

7.       REDEMPTION PRICE

         The Redemption Price of the Series G Shares shall be an amount equal to
         $1,000 per Series G Share being redeemed. The Redemption Price may be
         paid in cash, or by certified cheque, bank draft or wire transfer, or
         by the delivery of assets having equivalent value, provided that in
         respect of any such payment denominated in a currency other than
         Canadian, for the purpose of this Section 7, the applicable exchange
         rate shall be that published by the Bank of Canada in effect on the
         date of payment.

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