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<SEC-DOCUMENT>0000909518-07-000657.txt : 20070705
<SEC-HEADER>0000909518-07-000657.hdr.sgml : 20070704
<ACCEPTANCE-DATETIME>20070705105721
ACCESSION NUMBER:		0000909518-07-000657
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20070705
DATE AS OF CHANGE:		20070705

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BCE INC
		CENTRAL INDEX KEY:			0000718940
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				99999999
		STATE OF INCORPORATION:			A8
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-36793
		FILM NUMBER:		07963518

	BUSINESS ADDRESS:	
		STREET 1:		1000 DE LA GAUCHETIERE OUEST
		STREET 2:		BUREAU 4100 MONTREAL
		CITY:			QUEBEC CANADA
		STATE:			A8
		ZIP:			H3B 4Y7
		BUSINESS PHONE:		5143977000

	MAIL ADDRESS:	
		STREET 1:		1000 DE LA GAUCHETIERE OUEST
		STREET 2:		BUREAU 4100 MONTREAL
		CITY:			QUEBEC CANADA
		STATE:			A8
		ZIP:			H3B 4Y7

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BELL CANADA ENTERPRISES INC
		DATE OF NAME CHANGE:	19880111

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ONTARIO TEACHERS PENSION PLAN BOARD
		CENTRAL INDEX KEY:			0000937567
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		5650 YONGE STREET
		STREET 2:		NORTH YORK
		CITY:			ONTARIO CANADA
		ZIP:			M2M 4H5
		BUSINESS PHONE:		4167305300

	MAIL ADDRESS:	
		STREET 1:		5650 YONGE STREET
		STREET 2:		NORTH YORK
		CITY:			ONTARIO CANADA
		ZIP:			M2M 4H5
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>mv7-3_13da4.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 4)*


                                    BCE INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                           COMMON SHARES, NO PAR VALUE
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    05534B760
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                                JEFFREY M. DAVIS
                        SENIOR LEGAL COUNSEL, INVESTMENTS
                      ONTARIO TEACHERS' PENSION PLAN BOARD
                          5650 YONGE STREET, 5TH FLOOR
                                TORONTO, ONTARIO
                                 CANADA M2M 4H5
                                 (416) 228-5900
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                  JUNE 29, 2007
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)



      If the filing person has previously filed a statement on Schedule 13G to
      report the acquisition that is the subject of this Schedule 13D, and is
      filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
      240.13d-1(g), check the following box. [X]

      NOTE: Schedules filed in paper format shall include a signed original and
      five copies of the schedule, including all exhibits. See ss.240.13d-7 for
      other parties to whom copies are to be sent.

      *The remainder of this cover page shall be filled out for a reporting
      person's initial filing on this form with respect to the subject class of
      securities, and for any subsequent amendment containing information which
      would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>
         This Amendment No. 4 (this "Amendment") amends the Statement of
Beneficial Ownership on Schedule 13D originally filed with the Securities and
Exchange Commission (the "SEC") on April 9, 2007 (the "Schedule 13D") by Ontario
Teachers' Pension Plan Board ("Teachers'") with respect to the Common Shares, no
par value (the "Common Shares") of BCE Inc., a corporation organized under the
laws of Canada (the "Issuer"), as amended by Amendment No. 1 to the Schedule
13D, as filed with the SEC on June 5, 2007; Amendment No. 2 to the Schedule 13D,
as filed with the SEC on June 7, 2007; and Amendment No. 3 to the Schedule 13D,
as filed with the SEC on June 28, 2007. The address of the Issuer's principal
executive offices is 1000, rue de La Gauchetiere Ouest, Bureau 3700, Montreal,
Quebec, Canada H3B 4Y7. Unless specifically amended hereby or in Amendment No.
1, Amendment No. 2 or Amendment No. 3 to the Schedule 13D, the disclosures set
forth in the Schedule 13D shall remain unchanged. Capitalized terms used herein
but not otherwise defined herein shall have the meanings set forth in the
Schedule 13D.


ITEM 4.   PURPOSE OF TRANSACTION.

ITEM 4 IS AMENDED TO ADD THE FOLLOWING:

         A definitive agreement, dated as of June 29, 2007, (the "Definitive
Agreement"), has been entered into by and between the Issuer and 6796508 Canada
Inc., a Canadian corporation formed by Teachers', Providence Equity Partners
Inc. and Madison Dearborn Partners, LLC for the purpose of effecting the
transactions contemplated by the Definitive Agreement (the "Purchaser"). The
Purchaser has received equity commitment letters from Teachers', Providence
Equity Partners VI International L.P., Madison Dearborn Capital Partners V-A,
L.P., Madison Dearborn Capital Partners V-C, L.P. and Madison Dearborn Capital
Partners V Executive-A, L.P., pursuant to which these entities have committed to
contribute cash to the Purchaser in exchange for a percentage ownership interest
of the Purchaser calculated on a pro-rata basis based on the commitments made to
the Purchaser, with Teachers' retaining majority ownership of the Purchaser.

         Pursuant to the Definitive Agreement, the Purchaser will, pursuant to a
plan of arrangement, acquire all of the outstanding equity interests of the
Issuer. Each outstanding Common Share of the Issuer will be acquired for $42.75
per share in cash, and each outstanding share of the Issuer's preferred stock
will be acquired for $25.25 to $25.87 per share in cash, depending on the series
of the security, together with accrued but unpaid dividends. No interest will be
paid by the Purchaser in respect to these amounts. The transaction is expected
to close in the first quarter of 2008, but is subject to the approval of the
Issuer's shareholders, approval by the court and the satisfaction of other
conditions, including various governmental and regulatory approvals. In
addition, the Definitive Agreement may be terminated by either party under
certain circumstances. Upon consummation of the transaction, it is contemplated
that the Common Shares of the Issuer will cease to be quoted on the New York
Stock Exchange and on the Toronto Stock Exchange and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.

         The summary of the Definitive Agreement does not purport to be complete
and is qualified in its entirety by reference to the copy of the Definitive
Agreement which is filed as Exhibit I hereto and is incorporated herein by
reference.


                                       2
<PAGE>
ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
          TO SECURITIES OF THE ISSUER

ITEM 6 IS AMENDED TO ADD THE FOLLOWING:

         Please see the disclosure included in Item 4 for information regarding
a definitive agreement with respect to securities of the Issuer.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

ITEM 7 IS AMENDED TO ADD THE FOLLOWING:

EXHIBIT                 DESCRIPTION
- -------                 -----------

Exhibit 1               Definitive Agreement, dated June 29, 2007, by and
                        between 6796508 Canada Inc. and BCE Inc.


















                                       3
<PAGE>
                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: July 3, 2007

                                   ONTARIO TEACHERS' PENSION PLAN BOARD

                                   By: /s/ Roger I. Barton
                                       ----------------------------------------
                                   Name: Roger I. Barton
                                   Title: Vice President, General Counsel and
                                          Secretary





















                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>mv7-2_ex1.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>
                                                                     Exhibit 1






                               6796508 CANADA INC.

                                  as Purchaser




                                       and



                                    BCE INC.

                                   as Company









- --------------------------------------------------------------------------------


                              DEFINITIVE AGREEMENT


                                  JUNE 29, 2007


- --------------------------------------------------------------------------------


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                             <C>
ARTICLE 1 INTERPRETATION..........................................................................................1
      Section 1.1 Definitions.....................................................................................1
      Section 1.2 Interpretation Not Affected by Headings........................................................15
      Section 1.3 Interpretation.................................................................................15
      Section 1.4 Date for Any Action............................................................................15
      Section 1.5 Entire Agreement...............................................................................16
      Section 1.6 Statutory References, References to Persons and References to Contracts........................16
      Section 1.7 Currency.......................................................................................16
      Section 1.8 Accounting Principles..........................................................................16
      Section 1.9 Schedules......................................................................................16

ARTICLE 2 THE ARRANGEMENT........................................................................................17
      Section 2.1 Arrangement....................................................................................17
      Section 2.2 Interim Order..................................................................................17
      Section 2.3 The Company Meeting............................................................................17
      Section 2.4 The Company Circular...........................................................................18
      Section 2.5 Final Order....................................................................................20
      Section 2.6 Court Proceedings..............................................................................20
      Section 2.7 Stock Compensation Plans.......................................................................20
      Section 2.8 Articles of Arrangement and Effective Date.....................................................21
      Section 2.9 Payment of Consideration.......................................................................21

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY..........................................................22
      Section 3.1 Representations and Warranties of the Company..................................................22
      Section 3.2 Survival of Representations and Warranties of the Company......................................22

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER........................................................22
      Section 4.1 Representations and Warranties of the Purchaser................................................22
      Section 4.2 Survival of Representations and Warranties of the Purchaser....................................22

ARTICLE 5 COVENANTS OF THE COMPANY...............................................................................22
      Section 5.1 Conduct of Business............................................................................22
      Section 5.2 Non-Solicitation...............................................................................27
      Section 5.3 Assistance with Purchaser Financing............................................................29
      Section 5.4 Completion of the Telesat Transaction..........................................................31
      Section 5.5 Cooperation Regarding Reorganization...........................................................32
      Section 5.6 Conduct of the Company.........................................................................33
      Section 5.7 Dividend Reinvestment Plan; Employee Savings Plans.............................................33
      Section 5.8 Cooperation with Solvency Opinion..............................................................33

ARTICLE 6 COVENANTS OF THE PURCHASER PARTIES.....................................................................34
      Section 6.1 Conduct of the Purchaser.......................................................................34
      Section 6.2 Director and Officer Liability.................................................................34
      Section 6.3 Interim Period Consents........................................................................36
      Section 6.4 Purchaser Financing............................................................................36
      Section 6.5 Investment Canada Act..........................................................................38



                                      (i)
<PAGE>
      Section 6.6 Syndication of Equity..........................................................................39

ARTICLE 7 MUTUAL COVENANTS.......................................................................................40
      Section 7.1 Regarding the Arrangement......................................................................40
      Section 7.2 Industry Canada Matters........................................................................43
      Section 7.3 FCC Matters....................................................................................44
      Section 7.4 CRTC Matters...................................................................................45
      Section 7.5 Public Communications..........................................................................46
      Section 7.6 Notice and Cure Provisions.....................................................................47
      Section 7.7 Access to Information; Confidentiality.........................................................47
      Section 7.8 Employee Matters...............................................................................48

ARTICLE 8 CONDITIONS.............................................................................................48
      Section 8.1 Mutual Conditions Precedent....................................................................48
      Section 8.2 Additional Conditions Precedent to the Obligations of the Purchaser............................49
      Section 8.3 Additional Conditions Precedent to the Obligations of the Company..............................50
      Section 8.4 Satisfaction of Conditions.....................................................................50

ARTICLE 9 TERMINATION............................................................................................51
      Section 9.1 Termination....................................................................................51
      Section 9.2 Effect of Termination..........................................................................52

ARTICLE 10 GENERAL PROVISIONS....................................................................................52
      Section 10.1 Standard......................................................................................52
      Section 10.2 Amendments....................................................................................53
      Section 10.3 Waiver........................................................................................53
      Section 10.4 Notices.......................................................................................53
      Section 10.5 Governing Law.................................................................................55
      Section 10.6 Expenses and Termination Fees.................................................................55
      Section 10.7 Injunctive Relief.............................................................................57
      Section 10.8 Time of Essence...............................................................................57
      Section 10.9 Binding Effect................................................................................57
      Section 10.10 Severability.................................................................................57
      Section 10.11 No Third Party Beneficiaries.................................................................57
      Section 10.12 Rules of Construction........................................................................58
      Section 10.13 No Liability.................................................................................58
      Section 10.14 Language.....................................................................................58
      Section 10.15 Counterparts, Execution......................................................................58

</TABLE>



                                      (ii)
<PAGE>
                                    SCHEDULES

Schedule A        PLAN OF ARRANGEMENT

Schedule B        SPECIAL RESOLUTION

Schedule C        KEY REGULATORY APPROVALS

Schedule D        ADDITIONAL REGULATORY APPROVALS

Schedule E        REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Schedule F        REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Schedule G        PRE-APPROVED EQUITY PARTNERS
















                                     (iii)
<PAGE>
                              DEFINITIVE AGREEMENT

         THIS AGREEMENT is made as of June 29, 2007,

B E T W E E N:

                  6796508 CANADA INC., a corporation incorporated under the laws
                  of Canada (the "PURCHASER")

                  - and -

                  BCE INC., a corporation existing under the laws of Canada
                  ("BCE" or the "COMPANY").

         NOW THEREFORE, in consideration of the covenants and agreements herein
contained, the Parties agree as follows:

                                    ARTICLE 1
                                 INTERPRETATION

SECTION 1.1       DEFINITIONS

         In this Agreement, unless something in the subject matter or the
context is inconsistent therewith:

         "1933 ACT" means the United States Securities Act of 1933;

         "1934 ACT" means the United States Securities Exchange Act of 1934;

         "ACQUISITION PROPOSAL" means, other than the transactions contemplated
         by this Agreement (including, for greater certainty, the Telesat
         Transaction) and other than any transaction involving only the Company
         and/or one or more of its wholly-owned Subsidiaries, any offer,
         proposal or inquiry from any Person or group of Persons (other than any
         Purchaser Party) after the date hereof relating to (i) any acquisition
         or purchase, direct or indirect, of assets representing 20% or more of
         the consolidated assets or contributing 20% or more of the consolidated
         revenue of the Company and its Subsidiaries or 20% or more of the
         voting or equity securities of the Company or any of its Subsidiaries
         (or rights or interests therein or thereto) whose assets or revenues,
         individually or in the aggregate, constitute 20% or more of the
         consolidated assets or consolidated revenue, as applicable, of the
         Company, (ii) any take-over bid or exchange offer that, if consummated,
         would result in such Person or group of Persons beneficially owning 20%
         or more of any class of voting or equity securities of the Company or
         any of its Subsidiaries whose assets or revenues, individually or in
         the aggregate, constitute 20% or more of the consolidated assets or
         consolidated revenue, as applicable, of the Company or (iii) a plan of
         arrangement, merger, amalgamation, consolidation, share exchange,
         business combination, reorganization, recapitalization, liquidation,
         dissolution or other similar transaction involving the Company or any
         of its Subsidiaries whose assets or revenues, individually or in the
         aggregate, constitute 20% or more of the consolidated assets or

<PAGE>
         revenue, as applicable, of the Company, but excluding for greater
         certainty the ordinary course conversion from time to time of issued
         and outstanding Preferred Shares of one or more series into Preferred
         Shares of a different series in accordance with their terms and the
         ordinary course refinancing of existing indebtedness of the Company or
         its Subsidiaries as permitted by the terms hereof;

         "ADDITIONAL REGULATORY APPROVALS" means the approvals listed on
         Schedule D hereto;

         "AFFECTED SHAREHOLDERS" means the Common Shareholders and the Preferred
         Shareholders;

         "AFFILIATE" has the meaning ascribed thereto in Section 1.2 of National
         Instrument 45-106 - Prospectus and Registration Exemptions as in effect
         on the date hereof, but with respect to the Company does not include
         Telesat (so long as the Telesat Purchase Agreement has not been
         terminated) or the Bell Aliant Entities;

         "AGREEMENT" means this definitive agreement as the same may be amended,
         supplemented or otherwise modified from time to time in accordance with
         the terms hereof;

         "AMF" means the Autorite des marches financiers, and includes any
         successor thereto;

         "APPLICABLE LAW" means, with respect to any Person, any domestic or
         foreign federal, national, state, provincial or local law (statutory,
         common or otherwise), constitution, treaty, convention, ordinance,
         code, rule, regulation, order, injunction, judgment, decree, ruling or
         other similar requirement enacted, adopted, promulgated or applied by a
         Governmental Authority that is binding upon or applicable to such
         Person, as amended unless expressly specified otherwise;

         "ARRANGEMENT" means an arrangement under Section 192 of the CBCA on the
         terms and subject to the conditions set out in the Plan of Arrangement,
         subject to any amendments or variations thereto made in accordance with
         Section 10.2 hereof or the Plan of Arrangement or made at the direction
         of the Court in the Final Order with the consent of the Company and the
         Purchaser, each acting reasonably;

         "ARRANGEMENT RESOLUTION" means the special resolution approving the
         Plan of Arrangement to be considered at the Company Meeting, to be
         substantially in the form and content of Schedule B hereto;

         "ARTICLES OF ARRANGEMENT" means the articles of arrangement of the
         Company in respect of the Arrangement, required by the CBCA to be sent
         to the Director after the Final Order is made, which shall be in a form
         and content satisfactory to the Company and the Purchaser, each acting
         reasonably;

         "BCE CURRENT PUBLIC DISCLOSURE RECORD" means (i) the annual information
         form of the Company dated March 7, 2007 for the year ended December 31,
         2006, (ii) the audited consolidated financial statements of the Company
         as at and for the years ended December 31, 2006 and 2005, including the
         notes thereto and the management's discussion and analysis thereof,
         (iii) the unaudited interim consolidated financial statements of the
         Company as at and for the three months ended March 31, 2007, including


                                       2
<PAGE>
         the notes thereto and the management's discussion and analysis thereof,
         and (iv) the management proxy circular of the Company dated April 13,
         2007;

         "BELL ALIANT ENTITIES" means Bell Aliant Regional Communications Income
         Fund, Bell Aliant Holdings Trust, Bell Aliant Regional Communications
         Holdings Inc., Bell Aliant Regional Communications Holdings, Limited
         Partnership, Bell Nordiq Trust, Bell Aliant Regional Communications
         Inc., Bell Aliant Regional Communications, Limited Partnership, Bell
         Nordiq Group Inc., Telebec, Limited Partnership, Northern Tel, Limited
         Partnership and any of their respective direct or indirect
         Subsidiaries;

         "BOARD" means the board of directors of the Company as the same is
         constituted from time to time;

         "BREAK-UP FEE" has the meaning ascribed thereto in Section 10.6(6);

         "BROADCASTING ACT" means the Broadcasting Act (Canada);

         "BUSINESS DAY" means a day, other than a Saturday, Sunday or other day
         on which commercial banks in Montreal, Quebec, Toronto, Ontario or New
         York, New York are closed;

         "CANADIAN EQUITY SPONSORS" has the meaning ascribed thereto in Section
         6.6;

         "CBCA" means the Canada Business Corporations Act;

         "CERTIFICATE OF ARRANGEMENT" means the certificate of arrangement to be
         issued by the Director pursuant to subsection 192(7) of the CBCA in
         respect of the Articles of Arrangement;

         "CHANGE IN RECOMMENDATION" has the meaning ascribed thereto in Section
         9.1(1)(c)(i);

         "CODE" means the United States Internal Revenue Code of 1986;

         "COLLECTIVE AGREEMENTS" has the meaning ascribed thereto in paragraph
         (o) of Schedule E;

         "COMMITMENT LETTER" has the meaning ascribed thereto in paragraph (f)
         of Schedule F;

         "COMMON SHAREHOLDERS" means the registered or beneficial holders of
         Common Shares, as the context requires;

         "COMMON SHARES" means the common shares in the capital of the Company,
         as currently constituted;

         "COMPANY BALANCE SHEET" means the consolidated balance sheet of the
         Company as of March 31, 2007 and the footnotes thereto;

         "COMPANY CIRCULAR" means the notice of the Company Meeting and
         accompanying management information circular, including all schedules,
         appendices and exhibits thereto, to be sent to the Affected


                                       3
<PAGE>
         Shareholders in connection with the Company Meeting, as amended,
         supplemented or otherwise modified from time to time;

         "COMPANY DISCLOSURE LETTER" means the disclosure letter dated the date
         hereof regarding this Agreement that has been provided by the Company
         to the Purchaser;

         "COMPANY EMPLOYEES" means the employees of the Company and its
         Subsidiaries;

         "COMPANY FILINGS" means all documents publicly filed under the profile
         of the Company on the System for Electronic Document Analysis Retrieval
         (SEDAR) since December 31, 2005;

         "COMPANY MEETING" means the special meeting of Affected Shareholders,
         including any adjournment or postponement thereof, to be called and
         held in accordance with the Interim Order to consider the Arrangement
         Resolution;

         "COMPANY SHARES" means, collectively, the Common Shares and the
         Preferred Shares;

         "COMPETITION ACT" means the Competition Act (Canada);

         "COMPETITION ACT COMPLIANCE" means that the applicable waiting period
         under Part IX of the Competition Act shall have expired or been waived
         or terminated and there shall be no order in place issued by the
         Competition Tribunal established under the Competition Tribunal Act
         (Canada) which would preclude completion of the transactions
         contemplated by this Agreement;

         "COMPETITION LAWS" means the Competition Act, the HSR Act and any other
         applicable foreign antitrust or competition laws;

         "CONFIDENTIALITY AGREEMENTS" means: (i) the confidentiality agreements
         (or related undertaking) dated as of June 5, 2007 between each of the
         Equity Sponsors and the Company pursuant to which the Equity Sponsors
         and the Purchaser have been provided with access to confidential
         information of the Company, as amended from time to time in accordance
         with their terms, and (ii) any other letter agreements entered into
         between the Company and any of the Equity Sponsors regarding
         confidential information of the Company;

         "CONSIDERATION" means an amount in cash per Company Share as set out in
         Exhibit I to the Plan of Arrangement;

         "CONTRACT" means any legally binding contract, agreement, license,
         franchise, lease, arrangement or commitment (written or oral) to which
         the Company or any of its Subsidiaries is a party;

         "COURT" means the Quebec Superior Court;

         "CRTC" means the Canadian Radio-television and Telecommunications
         Commission, and includes any successor thereto;


                                       4
<PAGE>
         "CRTC APPLICATIONS" means applications to the CRTC pursuant to the
         Broadcasting Act and related regulations for approval of a change in
         control of the CRTC Licensees and to approve new licensees of
         Express-Vu if requested by the Purchaser (provided that such licensees
         are Subsidiaries of the Company);

         "CRTC APPROVAL" means that all required approvals by the CRTC of the
         CRTC Applications shall have been received;

         "CRTC LICENSEES" means the Company and those affiliates of the Company
         that hold CRTC Licenses, treating for this purpose the Bell Aliant
         Entities as affiliates of the Company;

         "CRTC LICENSES" means those licenses issued by the CRTC to the Company
         and affiliates of the Company under the Broadcasting Act and related
         regulations, treating for this purpose the Bell Aliant Entities as
         affiliates of the Company;

         "DATA ROOM" means the material contained in the virtual data room
         established by the Company as at 3:15 p.m. on June 29, 2007, the index
         of documents of which is appended to the Company Disclosure Letter;

         "DEPOSITARY" means Computershare Investor Services Inc.;

         "DIVIDEND REINVESTMENT PLAN" means the Shareholder Dividend
         Reinvestment and Stock Purchase Plan of the Company, as the same may be
         amended from time to time in compliance with this Agreement;

         "DIRECTION" means the Direction to the CRTC (Ineligibility of
         Non-Canadians);

         "DIRECTOR" means the Director appointed pursuant to Section 260 of the
         CBCA;

         "DISSENT RIGHTS" means the rights of dissent in respect of the
         Arrangement described in the Plan of Arrangement;

         "D&O INSURANCE" has the meaning ascribed thereto in Section 6.2(2);

         "DSUS" means deferred share units issued under the Company's 1997 Share
         Unit Plan for Non-Employee Directors or the Company's 1997 Share Unit
         Plan for Senior Executives and Other Key Employees, in each case as
         amended from time to time;

         "EFFECTIVE DATE" means the date shown on the Certificate of Arrangement
         giving effect to the Arrangement;

         "EFFECTIVE TIME" has the meaning ascribed thereto in the Plan of
         Arrangement;

         "EMPLOYEE PLANS" has the meaning ascribed thereto in paragraph (n) of
         Schedule E hereto;

                                       5
<PAGE>
         "EMPLOYEE SAVINGS PLANS" means the 1970 Employees' Savings Plan and the
         2000 Employees' Savings Plan (US) of the Company, in each case as
         amended from time to time;

         "ENVIRONMENTAL LAWS" means any Applicable Law relating to the
         environment or pollutants, contaminants, wastes or chemicals or any
         toxic, radioactive, ignitable, corrosive, reactive or hazardous
         substances, wastes or materials;

         "EQUITY COMMITMENT LETTERS" has the meaning ascribed thereto in
         paragraph (f) of Schedule F;

         "EQUITY SPONSORS" has the meaning ascribed thereto in paragraph (f) of
         Schedule F;

         "EXCHANGE" or "EXCHANGES" means the Toronto Stock Exchange and/or the
         New York Stock Exchange, as applicable;

         "EXECUTIVE OFFICER" has the meaning ascribed thereto in National
         Instrument 51-102 - Continuous Disclosure Obligations;

         "FCC" means the United States Federal Communications Commission, and
         includes any successor thereto;

         "FCC APPLICATIONS" means the applications and declaratory rulings to
         the FCC in relation to the FCC Licenses for approval of the change in
         control of the Company or its applicable Subsidiaries (treating for
         this purpose the Bell Aliant Entities and Telesat, in Telesat's case
         for so long as the Telesat Transaction has not been completed, as
         Subsidiaries of the Company) on the completion of the transactions
         contemplated herein;

         "FCC APPROVAL" means that all required approvals of the FCC
         Applications shall have been received from the FCC or relevant FCC
         staff pursuant to delegated authority;

         "FCC LICENSES" means the authorizations, licenses and declaratory
         rulings issued by the FCC to the Company or a Subsidiary thereof
         (treating for this purpose the Bell Aliant Entities and Telesat, in
         Telesat's case for so long as the Telesat Transaction has not been
         completed, as Subsidiaries of the Company) for the provision of service
         in the United States or between the United States and any foreign
         points as disclosed in the Company Disclosure Letter;

         "FINAL ORDER" means the final order of the Court in a form acceptable
         to the Company and the Purchaser, acting reasonably, approving the
         Arrangement as such order may be amended by the Court (with the consent
         of both the Company and the Purchaser, each acting reasonably) at any
         time prior to the Effective Date or, if appealed, then, unless such
         appeal is withdrawn or denied, as affirmed or as amended (provided that
         any such amendment is acceptable to both the Company and the Purchaser,
         each acting reasonably) on appeal;

         "FINANCIAL ADVISORS" means, collectively, Goldman, Sachs & Co., CIBC
         World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities
         Inc. and Greenhill & Co. Canada Ltd.;


                                       6
<PAGE>
         "GAAP" means accounting principles generally accepted in Canada
         including those set out in the Handbook of the Canadian Institute of
         Chartered Accountants, at the relevant time applied on a consistent
         basis;

         "GOVERNMENTAL AUTHORITY" means any (a) multinational, federal,
         national, provincial, state, regional, municipal, local or other
         government, governmental or public department, central bank, court,
         tribunal, arbitral body, commission, board, bureau, ministry or agency,
         domestic or foreign, (b) any subdivision, agent, commission, board, or
         authority of any of the foregoing, (c) any quasi-governmental or
         private body exercising any regulatory, self-regulatory, expropriation
         or taxing authority under or for the account of any of the foregoing,
         or (d) any stock exchange;

         "HERITAGE MINISTER" has the meaning ascribed thereto in Section 6.5(1);

         "HSR ACT" means the United States Hart-Scott-Rodino Antitrust
         Improvements Act of 1976;

         "HSR APPROVAL" means the expiration or early termination of any waiting
         period, and any extension thereof, applicable to the completion of the
         transactions contemplated hereby under the HSR Act;

         "INDEMNIFIED PERSON" has the meaning ascribed thereto in Section
         6.2(1);

         "INDUSTRY CANADA" means the Minister of Industry acting in accordance
         with the powers and discretion accorded to the Minister under the
         Radiocommunication Act;

         "INDUSTRY CANADA APPLICATIONS" means applications to Industry Canada in
         respect of Industry Canada Licenses under the Radiocommunication Act
         and related regulations for approval of the change in control of the
         Industry Canada Licensees on the completion of the transactions set out
         herein;

         "INDUSTRY CANADA APPROVAL" means that all required approvals by
         Industry Canada of the Industry Canada Applications shall have been
         received;

         "INDUSTRY CANADA LICENSEES" means those affiliates of the Company who
         hold Industry Canada Licenses, treating for this purpose the Bell
         Aliant Entities and Telesat, in Telesat's case for so long as the
         Telesat Transaction has not been completed, as affiliates of the
         Company;

         "INDUSTRY CANADA LICENSES" means only those radio or spectrum licenses
         issued by Industry Canada pursuant to the Radiocommunication Act to
         affiliates of the Company (treating for this purpose the Bell Aliant
         Entities and Telesat, in Telesat's case for so long as the Telesat
         Transaction has not been completed, as affiliates of the Company) which
         contain, as a condition of license, the requirement to seek the prior
         approval of Industry Canada for a material change in ownership or
         control of the licensee, a complete list of which is set out in the
         Company Disclosure Letter;

         "INTELLECTUAL PROPERTY RIGHTS" has the meaning ascribed thereto in
         paragraph (u) of Schedule E;


                                       7
<PAGE>
         "INTERNAL CONTROLS" has the meaning ascribed thereto in Rule 13a-15 of
         the 1934 Act;

         "INTERIM ORDER" means the interim order of the Court in a form
         acceptable to the Company and the Purchaser, acting reasonably,
         providing for, among other things, the calling and holding of the
         Company Meeting, as the same may be amended by the Court with the
         consent of the Company and the Purchaser, each acting reasonably;

         "INVESTMENT CANADA ACT" means the Investment Canada Act;

         "INVESTMENT CANADA ACT APPROVAL" means, if required, that the Minister
         designated for the purposes of the Investment Canada Act shall have
         confirmed to the Purchaser that he or she has determined, or shall have
         been deemed to have determined, that the transactions contemplated by
         this Agreement are of "net benefit" to Canada;

         "KEY REGULATORY APPROVALS" means the approvals listed on Schedule C
         hereto;

         "KNOWLEDGE" means the actual knowledge of any of the individuals
         expressly identified for these purposes in the Company Disclosure
         Letter;

         "LEASED REAL PROPERTY" has the meaning ascribed thereto in paragraph
         (q) of Schedule E;

         "LEASED NETWORK FACILITIES" means all of the Company's and its
         Subsidiaries' Network Facilities that are not owned by the Company or
         its Subsidiaries but are provided under lease, license or other
         agreement between the Company or the Subsidiary and one or more other
         Persons;

         "LENDERS" has the meaning ascribed thereto in paragraph (f) of Schedule
         F;

         "LIEN" means, with respect to any property or asset, any mortgage,
         lien, hypothec, pledge, charge, security interest, encumbrance, defect
         of title, restriction or other rights of third parties, or other
         adverse claim of any kind in respect of such property or asset;

         "MARKETING PERIOD" shall mean, unless otherwise agreed to by the
         Parties, the first period of 20 consecutive calendar days after the
         Required Information Schedule is delivered, during which (A) the
         Purchaser shall have the Required Information that the Company is
         required to provide to the Purchaser pursuant to Section 5.3 and (B)
         all conditions set forth in Section 8.1 and Section 8.2 (other than
         those that by their nature will not be satisfied until the Effective
         Time or conditions set forth in Section 8.1 with respect to which any
         Purchaser Party shall have failed to comply with its obligations
         hereunder) have been satisfied and no event has occurred and no
         conditions exist that would cause any of the conditions set forth in
         Section 8.1 (other than conditions set forth in Section 8.1 that are
         not satisfied as a result of any Purchaser Party having failed to
         comply with its obligations hereunder) or Section 8.2 to fail to be
         satisfied assuming the Effective Time were to be scheduled for any time
         during such 20 consecutive calendar day period; provided, however, that
         the Marketing Period shall end on any earlier date that is the date on
         which the debt financing contemplated by the Commitment Letter is
         otherwise obtained; provided further that if the Marketing Period would
         not end on or prior to December 19, 2007, the Marketing Period shall


                                       8
<PAGE>
         commence no earlier than January 7, 2008, and if the Marketing Period
         would not end on or prior to August 15, 2008, the Marketing Period
         shall commence no earlier than September 8, 2008; provided further that
         the Marketing Period shall not be deemed to have commenced if, (i)
         after the date hereof and prior to the completion of the Marketing
         Period, Deloitte and Touche LLP shall have withdrawn its audit opinion
         with respect to any of the financial statements contained in the
         Company Filings or refuses to issue a customary comfort letter (in
         accordance with its normal practices) or (ii) the financial statements
         included in the Required Information that is available to the Purchaser
         on the first day of any such 20 consecutive calendar day period would
         not be sufficiently current on any day during such 20 consecutive
         calendar day period to permit a registration statement using such
         financial statements to be declared effective by the SEC on the last
         day of the 20 consecutive calendar day period;

         "MATERIAL ADVERSE EFFECT" means an effect that, individually or in the
         aggregate with other such effects, is or would reasonably be expected
         to be material and adverse to the financial condition, business or the
         results of operations of the Company and its Subsidiaries, taken as a
         whole, (treating for purposes of this definition the Bell Aliant
         Entities and, for so long as the Telesat Transaction has not been
         completed, Telesat, as Subsidiaries of the Company), except any such
         effect resulting from or arising in connection with: (a) any change in
         GAAP; (b) any adoption, proposal, implementation or change in
         Applicable Law or any interpretation thereof by any Governmental
         Authority; (c) any change in global, national or regional political
         conditions (including the outbreak of war or acts of terrorism) or in
         general economic, business, regulatory, political or market conditions
         or in national or global financial or capital markets; (d) any change
         affecting any of the industries in which the Company or any of its
         Subsidiaries operate; (e) any natural disaster; (f) the execution,
         announcement or performance of the Agreement or consummation of the
         transactions contemplated hereby, including any loss or threatened loss
         of, or adverse change or threatened adverse change in, the relationship
         of the Company or any of its Subsidiaries with any of their employees,
         financing sources, bondholders or shareholders; (g) any change in the
         market price or trading volume of any securities of the Company (it
         being understood that the causes underlying such change in market price
         may be taken into account in determining whether a Material Adverse
         Effect has occurred), or any suspension of trading in securities
         generally on any securities exchange on which any securities of the
         Company trade; (h) the Company ceasing to be a "qualified corporation"
         for purposes of the Telecommunications Regulations, or ceasing to be a
         "Canadian" for purposes of the Radiocommunication Regulations, or
         ceasing to be a "Canadian" for purposes of the Direction or ceasing to
         be in compliance with the Direction; (i) the failure of the Company in
         and of itself to meet any internal or public projections, forecasts or
         estimates of revenues or earnings (it being understood that the causes
         underlying such failure may be taken into account in determining
         whether a Material Adverse Effect has occurred); (j) the failure of the
         Telesat Transaction to be completed for any reason; (k) any actions
         taken (or omitted to be taken) upon the request of the Purchaser; or
         (l) any action taken by the Company or any of its Subsidiaries which is
         required pursuant to the Agreement; provided, however, that with
         respect to clauses (c), (d) and (e), such matter does not have a
         materially disproportionate effect on the Company and its Subsidiaries,
         taken as a whole, relative to other comparable companies and entities
         operating in the industries in which the Company and/or its


                                       9
<PAGE>
         Subsidiaries operate, and unless expressly provided in any particular
         section of this Agreement, references in certain sections of this
         Agreement to dollar amounts are not intended to be, and shall not be
         deemed to be, illustrative or interpretive for purposes of determining
         whether a "MATERIAL ADVERSE EFFECT" has occurred;

         "MATERIAL CONTRACT" means: (a) any Contract which, if terminated or
         modified or if it ceased to be in effect, would reasonably be expected
         to have a Material Adverse Effect; (b) any partnership agreement,
         limited liability company agreement, joint venture agreement or similar
         agreement or arrangement relating to the formation, creation or
         operation of any partnership, limited liability company or joint
         venture, the properties and assets of which exceed $400 million (book
         value or fair market value), in which the Company or any of its
         Subsidiaries is a partner, member or joint venturer (or other
         participant) and in which the interest of the Company and its
         Subsidiaries has a fair market value which exceeds $200 million, but
         excluding any such partnership, limited liability company or joint
         venture which is a wholly-owned Subsidiary of the Company; (c) any
         Contract under which indebtedness in excess of $250 million is or may
         become outstanding, other than any such Contract between two or more
         wholly-owned Subsidiaries of the Company or between the Company and one
         or more or its wholly-owned Subsidiaries; (d) any Contract providing
         for the sale or exchange of, or option to sell or exchange, any
         property or asset where the sale price or agreed value or fair market
         value of such property or asset is in excess of $200 million, or the
         purchase or exchange of, or option to purchase or exchange, any
         property or asset where the purchase price or agreed value or fair
         market value of such property or asset is in excess of $200 million, in
         either case entered into in the past 12 months or entered into more
         than 12 months prior to the date hereof in respect of which the
         applicable transaction has not yet been substantially consummated,
         other than any such Contract between two or more wholly-owned
         Subsidiaries of the Company or between the Company and one or more or
         its wholly-owned Subsidiaries; or (e) any Contract restricting the
         incurrence of indebtedness by the Company or any of its Subsidiaries or
         (including by requiring the granting of an equal and rateable Lien) the
         incurrence of any Liens on any properties or assets of the Company or
         any of its Subsidiaries which are material to the Company and its
         Subsidiaries, taken as a whole, or restricting the payment of dividends
         by the Company, other than any such Contract between two or more
         wholly-owned Subsidiaries of the Company or between the Company and one
         or more or its wholly-owned Subsidiaries which may be amended, and the
         terms of which may be waived without the consent of any other Party
         (the "LIEN RESTRICTIONS"); (f) any Contract under which the Company or
         its wholly-owned Subsidiaries are obligated to make or expect to
         receive payments on an annual basis in excess of $100 million or $300
         million over the remaining term of the Contract; and (g) any Contract
         that limits or otherwise restricts, in a manner material to the Company
         and its Subsidiaries, taken as a whole, (i) the ability of the Company
         or any of its wholly-owned Subsidiaries to compete in any material
         geographic area or material line of business or (ii) the scope of
         Persons to whom the Company or any of its Subsidiaries may sell
         products or deliver services;

         "MATERIAL FACT" has the meaning ascribed thereto in the Securities Act;

         "MATERIAL SUBSIDIARIES" means those subsidiaries of Company which are
         identified as such in the Company Disclosure Letter;


                                       10
<PAGE>
         "MISREPRESENTATION" has the meaning ascribed thereto in the Securities
         Act;

         "NETWORK FACILITIES" means all of the Company's and its Subsidiaries'
         material network facilities (including cable, wires, conduits, switches
         and other equipment and facilities) and related material operating
         support equipment systems, network operations centres, and land and
         buildings, whether owned or leased;

         "NETWORK FACILITY AGREEMENTS" means agreements under which third
         Persons provide Network Facilities to the Company and/or its
         Subsidiaries;

         "OPTION" means an option to purchase Common Shares granted under any of
         the Stock Option Plans;

         "OWNED NETWORK FACILITIES" means Network Facilities that are owned by
         the Company or one of its Subsidiaries;

         "OWNED REAL PROPERTY" has the meaning ascribed thereto in paragraph (q)
         of Schedule E;

         "OUTSIDE DATE" means June 30, 2008, or such later date as the Purchaser
         and the Company may agree in writing, provided that if the Effective
         Date has not occurred by the Outside Date as a result of the failure to
         obtain all of the Key Regulatory Approvals, then either the Purchaser
         or the Company may from time to time elect in writing, provided that
         the Party so electing is then in compliance in all material respects
         with its obligations under the Agreement, to extend the Outside Date by
         a specified period of not less than five Business Days, provided that
         in aggregate such extensions shall not exceed three months, and
         provided further that the Outside Date may only be extended if the
         Party so extending the Outside Date reasonably believes that all of the
         Key Regulatory Approvals are capable of being obtained prior to the
         Outside Date, as it may be so extended; and provided that, after the
         Key Regulatory Approvals have been obtained, the Outside Date shall not
         occur prior to the end of the Marketing Period;

         "PARTIES" means, collectively, the Purchaser and the Company, and
         "PARTY" means any of them;

         "PERMITTED DIVIDEND" means, in respect of the Common Shares, a dividend
         not in excess of $0.365 per Common Share per quarter (adjusted for any
         stock split, stock dividend, reorganization or similar event after the
         date hereof), and in respect of any Preferred Share, a dividend in an
         amount and with a payment frequency as provided for or contemplated by
         the terms of such Preferred Share, including as such dividend rate may
         be reset by the Company from time to time, in each case with customary
         record and payment dates;

         "PERMITTED LIENS" means: (i) the reservations, limitations, provisos
         and conditions expressed in the original grant from the Crown and any
         statutory exceptions to title; (ii) inchoate or statutory liens of
         contractors, subcontractors, mechanics, workers, suppliers,
         materialmen, carriers and others in respect of the construction,
         maintenance, repair or operation of real or personal property; (iii)
         easements, servitudes, restrictions, restrictive covenants, party wall


                                       11
<PAGE>
         agreements, rights of way, licenses, permits and other similar rights
         in real property (including, without limiting the generality of the
         foregoing, easements, rights of way and agreements for sewers, drains,
         gas and water mains or electric light and power or telephone,
         telecommunications or cable conduits, poles, wires and cables); (iv)
         liens for Taxes in respect of real property not yet due and payable;
         (v) zoning and building by-laws and ordinances, regulations made by
         public authorities and other restrictions affecting or controlling the
         use, marketability or development of real property; (vi) agreements
         with any municipal, provincial or federal governments or authorities
         and any public utilities or private suppliers of services, including
         (without limitation) subdivision agreements, development agreements,
         site control agreements, engineering, grading or landscaping agreements
         and similar agreements; and (vii) such other imperfections or
         irregularities of title or Liens as do not materially affect the use of
         the properties or assets subject thereto or affected thereby or
         otherwise materially impair business operations at such properties;
         which in the case of (iii), (v) and (vi), do not materially impair the
         use of the applicable real property subject thereto as such property is
         being used at the date hereof;

         "PERSON" includes any individual, firm, partnership, limited
         partnership, limited liability partnership, joint venture, venture
         capital fund, limited liability company, unlimited liability company,
         association, trust, trustee, executor, administrator, legal personal
         representative, estate, body corporate, corporation, company,
         unincorporated association or organization, Governmental Authority,
         syndicate or other entity, whether or not having legal status;

         "PLAN OF ARRANGEMENT" means the plan of arrangement, substantially in
         the form of Schedule A hereto, and any amendments or variations thereto
         made in accordance with Section 10.2 hereof or the Plan of Arrangement
         or made at the direction of the Court in the Final Order with the
         consent of the Company and the Purchaser, each acting reasonably;

         "PRE-ACQUISITION REORGANIZATION" has the meaning ascribed thereto in
         Section 5.5;

         "PREFERRED SHAREHOLDERS" means the registered or beneficial holders of
         Preferred Shares, as the context requires;

         "PREFERRED SHARES" means the first preferred shares in the capital of
         the Company, as constituted on the date hereof, and includes all series
         thereof (and, for greater certainty, includes, as the context requires,
         the series of preferred shares into which one or more outstanding
         series may be converted in accordance with their terms);

         "PROCEEDINGS" means any claim, action, suit, proceeding or
         investigation, whether civil, criminal, administrative or
         investigative;

         "PURCHASER PARTIES" means the Purchaser and each of the Equity
         Sponsors;

         "RADIOCOMMUNICATION ACT" means the Radiocommunication Act (Canada);


                                       12
<PAGE>
         "RADIOCOMMUNICATION REGULATIONS" means the Radiocommunication
         Regulations made under the Radiocommunication Act;

         "REGULATORY APPROVALS" means the Key Regulatory Approvals and the
         Additional Regulatory Approvals;

         "REPRESENTATIVES" has the meaning ascribed thereto in Section 5.2(1);

         "REQUIRED INFORMATION" has the meaning ascribed thereto in Section 5.3;

         "REQUIRED INFORMATION SCHEDULE" has the meaning ascribed thereto in
         Section 5.3;

         "RETURNS" means all reports, forms, elections, designations, schedules,
         statements, estimates, declarations of estimated tax, information
         statements and returns required to be filed with a Governmental
         Authority with respect to Taxes;

         "RIGHT-OF-WAY AGREEMENT" has the meaning ascribed thereto in paragraph
         (r) of Schedule E;

         "RSUS" means restricted share units issued under the Company's 2004
         Restricted Share Unit Plan for Executives and Other Key Employees, as
         amended from time to time;

         "SECURITIES ACT" means the Securities Act (Quebec);

         "SECURITIES AUTHORITIES" means the United States Securities and
         Exchange Commission, the AMF and the applicable securities commissions
         and other securities regulatory authorities in each of the other
         provinces and territories of Canada;

         "SECURITIES LAWS" means the Securities Act and all other applicable
         Canadian provincial and territorial, United States federal and state
         securities laws, rules and regulations and published policies
         thereunder;

         "SOLVENT" when used with respect to the Company, means that, as of any
         date of determination (a) the amount of the "fair saleable value" of
         the assets of the Company will, as of such date, exceed (i) the value
         of all "liabilities of the Company, including contingent and other
         liabilities," as of such date, as such quoted terms are generally
         determined in accordance with Applicable Laws governing determinations
         of the insolvency of debtors, and (ii) the amount that will be required
         to pay the probable liabilities of the Company on its existing debts
         (including contingent and other liabilities) as such debts become
         absolute and mature, (b) the Company will not have, as of such date, an
         unreasonably small amount of capital for the operation of the
         businesses and transactions in which it intends to engage or proposes
         to be engaged following the Effective Date, (c) the Company will be
         able to meet its obligations as they generally become due and to pay
         its liabilities, including contingent and other liabilities, as they
         mature, and (d) the aggregate of the property of the Company is, at a
         fair valuation, sufficient, or, if disposed of at a fairly conducted
         sale under legal process, would be sufficient, to enable payment of all
         its obligations, due and accruing due. For purposes of this definition,
         "not have an unreasonably small amount of capital for the operation of
         the businesses in which it is engaged or proposed to be engaged" and
         "able to pay its liabilities, including contingent and other


                                       13
<PAGE>
         liabilities, as they mature" means that the Company will be able to
         generate enough cash from operations, asset dispositions or
         refinancing, or a combination thereof, to meet its obligations as they
         become due;

         "STOCK OPTION PLANS" means, collectively, the BCE Inc. Long Term
         Incentive (Stock Option) Program (1999), the BCE Inc. Replacement Stock
         Option Plan (Plan of Arrangement 2000) and any other existing stock
         option plan of the Company, in each case as amended from time to time;

         "SUBSIDIARY" has the meaning ascribed thereto in Section 1.1 of
         National Instrument 45-106 - Prospectus and Registration Exemptions as
         in effect on the date hereof, but with respect to the Company does not
         include Telesat (so long as the Telesat Purchase Agreement has not been
         terminated) or the Bell Aliant Entities;

         "SUPERIOR PROPOSAL" shall mean any written Acquisition Proposal: (i) to
         acquire not less than 50.1% of the outstanding Common Shares or assets
         of the Company on a consolidated basis, (ii) that is reasonably capable
         of being completed, taking into account to the extent considered
         appropriate by the Board, all financial, legal, regulatory and other
         aspects of such proposal and the Person making such proposal, (iii) in
         respect of which, where applicable, financing commitment letters
         reasonably satisfactory to the Company shall have been furnished to the
         Company, (iv) that is not subject to a due diligence condition, and (v)
         that the Board determines, in its good faith judgment, after receiving
         the advice of its outside legal and financial advisors and after taking
         into account all the terms and conditions of the Acquisition Proposal,
         is on terms and conditions that are more favourable from a financial
         point of view to the Affected Shareholders than those contemplated by
         this Agreement (after taking into account for greater certainty any
         modifications to this Agreement proposed by the Purchaser as
         contemplated by Section 5.2);

         "TAX ACT" means the Income Tax Act (Canada);

         "TAXES" means any and all domestic and foreign federal, state,
         provincial, municipal and local taxes, assessments and other
         governmental charges, duties, impositions and liabilities imposed by
         any Governmental Authority, including Canada Pension Plan and
         provincial pension plan contributions, tax instalment payments,
         unemployment insurance contributions and employment insurance
         contributions, worker's compensation and deductions at source,
         including taxes based on or measured by gross receipts, income,
         profits, sales, capital, use, and occupation, and including goods and
         services, value added, ad valorem, sales, capital, transfer, franchise,
         non-resident withholding, customs, payroll, recapture, employment,
         excise and property duties and taxes, together with all interest,
         penalties, fines and additions imposed with respect to such amounts;

         "TECHNOLOGY" has the meaning ascribed thereto in paragraph (u) of
         Schedule E;

         "TELECOMMUNICATIONS ACT" means the Telecommunications Act (Canada);

         "TELECOM LAWS" means the Telecommunications Act, the Broadcasting Act
         and the Radiocommunication Act, and the respective regulations, rules,
         policies and directions made thereunder, as well as any applicable


                                       14
<PAGE>
         foreign telecommunications or communications laws, regulations, rules,
         policies and directions including those administered by the FCC;

         "TELECOMMUNICATIONS REGULATIONS" means the Canadian Telecommunications
         Common Carrier Ownership and Control Regulations made under the
         Telecommunications Act;

         "TELESAT" means Telesat Canada, a corporation continued under the laws
         of Canada;

         "TELESAT PURCHASE AGREEMENT" means the share purchase agreement dated
         as of December 16, 2006 among the Company, Telesat and 4363213 Canada
         Inc. as the same has been or may be amended from time to time in
         accordance with its terms and this Agreement;

         "TELESAT TRANSACTION" means the purchase and sale transaction, and
         related transactions, contemplated by Telesat Purchase Agreement;

         "TERMINATION FEE" has the meaning ascribed thereto in Section 10.6(2);
         and

         "TERMINATION FEE EVENT" has the meaning ascribed thereto in Section
         10.6(2).

SECTION 1.2       INTERPRETATION NOT AFFECTED BY HEADINGS

         The division of this Agreement into Articles and Sections and the
insertion of a table of contents and headings are for convenience of reference
only and do not affect the construction or interpretation of this Agreement. The
terms "hereof", "hereunder" and similar expressions refer to this Agreement and
not to any particular Article, Section or other portion hereof. Unless something
in the subject matter or context is inconsistent therewith, references herein to
Articles, Sections and Schedules are to Articles and Sections of and Schedules
to this Agreement.

SECTION 1.3       INTERPRETATION

         In this Agreement words importing the singular number include the
plural and vice versa, and words importing any gender include all genders.
Whenever the words "include", "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation", whether or not they are in fact followed by those words or words of
like import. The term "made available" means that (i) copies of the subject
materials were included in the Data Room on or prior to 3:15 p.m. on June 29,
2007, (ii) copies of the subject materials were provided to the Purchaser or any
of the Purchaser Parties, or (iii) the subject material was listed in the
Company Disclosure Letter or referred to in the Data Room on or prior to 3:15
p.m. on June 29, 2007 and copies were provided to the Purchaser or any of the
Purchaser Parties by the Company if requested. Any capitalized terms used in any
Schedule or in the Company Disclosure Letter but not otherwise defined therein,
shall have the meaning as defined in this Agreement.

SECTION 1.4       DATE FOR ANY ACTION

         If the date on which any action is required to be taken hereunder by a
Party is not a Business Day, such action shall be required to be taken on the
next succeeding day which is a Business Day. In this Agreement, references from


                                       15
<PAGE>
or through any date mean, unless otherwise specified, from and including that
date and/or through and including that date, respectively.

SECTION 1.5       ENTIRE AGREEMENT

         This Agreement, the agreements and other documents herein referred to,
and the Confidentiality Agreements, constitute the entire agreement between the
Parties pertaining hereto and supersede all other prior agreements,
understandings, negotiations and discussions, whether oral or written, between
the Parties hereto. Except as expressly represented and warranted herein or in
any other binding agreement relating hereto executed by the Parties after the
date hereof, no Party shall be considered to have given any other express or
implied representations or warranties, including without limitation as a result
of oral or written statements or management or other presentations or memoranda.
The Parties acknowledge that in order to induce the Company to enter into this
Agreement, the Equity Sponsors have, contemporaneously with the execution and
delivery of this Agreement, executed and delivered to the Company a guarantee of
certain of the obligations of the Purchaser hereunder.

SECTION 1.6       STATUTORY REFERENCES, REFERENCES TO PERSONS AND REFERENCES TO
                  CONTRACTS

         In this Agreement, unless something in the subject matter or context is
inconsistent therewith or unless otherwise herein provided, a reference to any
statute, regulation, direction or instrument is to that statute, regulation,
direction or instrument as now enacted or as the same may from time to time be
amended, re-enacted or replaced, and in the case of a reference to a statute,
includes any regulations, rules, policies or directions made thereunder. Any
reference in this Agreement to a Person includes its heirs, administrators,
executors, legal personal representatives, predecessors, successors and
permitted assigns. References to any contract are to that agreement or contract
as amended, modified or supplemented from time to time in accordance with its
terms.

SECTION 1.7       CURRENCY

         Unless otherwise stated, all references in this Agreement to sums of
money are expressed in lawful money of Canada and "$" refers to Canadian
dollars.

SECTION 1.8       ACCOUNTING PRINCIPLES

         Unless otherwise stated, all accounting terms used in this Agreement
shall have the meanings attributable thereto under GAAP, and all determinations
of an accounting nature required to be made shall be made in a manner consistent
with GAAP.

SECTION 1.9       SCHEDULES

         The following Schedules are annexed to this Agreement and are
incorporated by reference into this Agreement and form a part hereof:

         Schedule A -  Plan of Arrangement
         Schedule B -  Special Resolution
         Schedule C -  Key Regulatory Approvals
         Schedule D -  Additional Regulatory Approvals


                                       16
<PAGE>
         Schedule E -  Representations and Warranties of the Company
         Schedule F -  Representations and Warranties of the Purchaser
         Schedule G -  Pre-Approved Equity Partners


                                    ARTICLE 2
                                 THE ARRANGEMENT

SECTION 2.1       ARRANGEMENT

         The Company and the Purchaser agree that the Arrangement will be
implemented in accordance with and subject to the terms and conditions contained
in this Agreement and the Plan of Arrangement.

SECTION 2.2       INTERIM ORDER

         The Company agrees that as soon as reasonably practicable after the
date hereof, but in any event in sufficient time to permit the Company Meeting
to be convened in accordance with Section 2.3(1), the Company shall apply in a
manner reasonably acceptable to the Purchaser pursuant to Section 192 of the
CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue
an application for the Interim Order, which shall provide, among other things:

         (a)      for the class of persons to whom notice is to be provided in
                  respect of the Arrangement and the Company Meeting and for the
                  manner in which such notice is to be provided;

         (b)      that the requisite approval for the Arrangement Resolution
                  shall be two-thirds of the votes cast on the Arrangement
                  Resolution by Affected Shareholders present in person or
                  represented by proxy at the Company Meeting;

         (c)      that, in all other respects, the terms, restrictions and
                  conditions of the Company's articles of amalgamation and
                  by-laws, including quorum requirements and all other matters,
                  shall apply in respect of the Company Meeting;

         (d)      for the grant of the Dissent Rights;

         (e)      for the notice requirements with respect to the presentation
                  of the application to the Court for the Final Order; and

         (f)      that the Company Meeting may be adjourned or postponed from
                  time to time by the Company without the need for additional
                  approval of the Court.

SECTION 2.3       THE COMPANY MEETING

(1)      Subject to the terms of this Agreement, the Company agrees to convene
         and conduct the Company Meeting in accordance with the Interim Order,
         the Company's articles of amalgamation and by-laws and Applicable Laws
         on or before October 29, 2007, and not to propose to adjourn or
         postpone the Company Meeting:

         (a)      except as required for quorum purposes or by Applicable Law;


                                       17
<PAGE>
         (b)      except as required under Section 7.6(2) of this Agreement; or

         (c)      except for an adjournment for the purpose of attempting to
                  obtain the requisite approval of the Arrangement Resolution.

(2)      Subject to the terms of this Agreement and compliance by the directors
         and officers of the Company with their fiduciary duties, the Company
         will use its commercially reasonable efforts to solicit proxies in
         favour of the approval of the Arrangement Resolution, including, if so
         requested by the Purchaser, acting reasonably, using dealer and proxy
         solicitation services and cooperating with any Persons engaged by the
         Purchaser to solicit proxies in favour of the approval of the
         Arrangement Resolution.

(3)      The Company will give notice to the Purchaser of the Company Meeting
         and allow the Purchaser's representatives and legal counsel to attend
         the Company Meeting.

(4)      The Company will advise the Purchaser as the Purchaser may reasonably
         request, and at least on a daily basis on each of the last five
         Business Days prior to the date of the Company Meeting, as to the
         aggregate tally of the proxies received by the Company in respect of
         the Arrangement Resolution.

(5)      The Company will promptly advise the Purchaser of any written notice of
         dissent or purported exercise by any Affected Shareholder of Dissent
         Rights received by the Company in relation to the Arrangement
         Resolution and any withdrawal of Dissent Rights received by the Company
         and, subject to Applicable Laws, any written communications sent by or
         on behalf of the Company to any Affected Shareholder exercising or
         purporting to exercise Dissent Rights in relation to the Arrangement
         Resolution. The Company shall not settle any claims with respect to
         Dissent Rights without first consulting with the Purchaser.

SECTION 2.4       THE COMPANY CIRCULAR

(1)      Promptly after the execution of this Agreement, the Company shall
         prepare and complete, in consultation with the Purchaser, the Company
         Circular together with any other documents required by the CBCA,
         Securities Laws and other Applicable Laws in connection with the
         Company Meeting and the Arrangement, and the Company shall, promptly
         after obtaining the Interim Order, cause the Company Circular and other
         documentation required in connection with the Company Meeting to be
         filed and to be sent to each Affected Shareholder and other Persons as
         required by the Interim Order and Applicable Laws, in each case so as
         to permit the Company Meeting to be held within the time required by
         Section 2.3(1).

(2)      The Company shall ensure that the Company Circular complies in all
         material respects with all Applicable Laws, and, without limiting the
         generality of the foregoing, that the Company Circular (including with
         respect to any information incorporated therein by reference) will not
         contain any untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements contained therein not misleading in light of the
         circumstances in which they are made (other than in each case with
         respect to any information furnished by the Purchaser Parties) and


                                       18
<PAGE>
         shall provide Affected Shareholders with information in sufficient
         detail to permit them to form a reasoned judgement concerning the
         matters to be placed before them at the Company Meeting. Subject to
         Section 5.2(6), the Company Circular will include the recommendation of
         the Board that Affected Shareholders vote in favour of the Arrangement
         Resolution.

(3)      The Purchaser and its legal counsel shall be given a reasonable
         opportunity to review and comment on drafts of the Company Circular and
         other documents related thereto, and reasonable consideration shall be
         given to any comments made by the Purchaser and its counsel, provided
         that all information relating solely to the Purchaser Parties included
         in the Company Circular shall be in form and content satisfactory to
         the Purchaser, acting reasonably.

(4)      The Purchaser will furnish to the Company all such information
         concerning the Purchaser Parties as may be reasonably required by the
         Company in the preparation of the Company Circular and other documents
         related thereto, and the Purchaser shall ensure that no such
         information will contain any untrue statement of a material fact or
         omit to state a material fact required to be stated in the Company
         Circular in order to make any information so furnished or any
         information concerning the Purchaser Parties not misleading in light of
         the circumstances in which it is disclosed.

(5)      The Purchaser will indemnify and save harmless the Company, its
         Subsidiaries and their respective directors, officers, employees,
         agents, advisors and representatives from and against any and all
         liabilities, claims, demands, losses, costs, damages and expenses to
         which the Company, any Subsidiary or any of their respective directors,
         officers, employees, agents, advisors or representatives may be subject
         or may suffer, in any way caused by, or arising, directly or
         indirectly, from or in consequence of:

         (a)      any misrepresentation or alleged misrepresentation in any
                  information included in the Company Circular that is provided
                  by the Purchaser Parties for the purpose of inclusion in the
                  Company Circular; and

         (b)      any order made, or any inquiry, investigation or proceeding by
                  any Securities Authority or other Governmental Authority,
                  based on any misrepresentation or any alleged
                  misrepresentation in any information related solely to the
                  Purchaser Parties and provided by the Purchaser Parties for
                  the purpose of inclusion in the Company Circular.

(6)      The Company and the Purchaser shall each promptly notify each other if
         at any time before the Effective Date it becomes aware (in the case of
         the Company only with respect to the Company and in the case of the
         Purchaser only with respect to it or a Purchaser Party) that the
         Company Circular contains an untrue statement of a material fact or
         omits to state a material fact required to be stated therein or
         necessary to make the statements contained therein not misleading in
         light of the circumstances in which they are made, or that otherwise
         requires an amendment or supplement to the Company Circular, and the
         Parties shall co-operate in the preparation of any amendment or
         supplement to the Circular, as required or appropriate, and the Company
         shall promptly mail or otherwise publicly disseminate any amendment or
         supplement to the Company Circular to Affected Shareholders and, if


                                       19
<PAGE>
         required by the Court or Applicable Laws, file the same with the
         Securities Authorities and as otherwise required.

SECTION 2.5       FINAL ORDER

         If the Interim Order is obtained, the Arrangement Resolution is passed
at the Company Meeting as provided for in the Interim Order and as required by
Applicable Law and the condition in Section 8.1(d) has been satisfied or waived
by each of the Parties, and subject to the terms of this Agreement, the Company
shall as soon as reasonably practicable thereafter take all steps necessary or
desirable to submit the Arrangement to the Court and diligently pursue an
application for the Final Order pursuant to Section 192 of the CBCA.

SECTION 2.6       COURT PROCEEDINGS

         The Purchaser and the Company will cooperate in seeking the Interim
Order and the Final Order, including by the Purchaser providing to the Company
on a timely basis any information required to be supplied by any Purchaser Party
in connection therewith. The Company will provide legal counsel to the Purchaser
with reasonable opportunity to review and comment upon drafts of all material to
be filed with the Court in connection with the Arrangement, and will give
reasonable consideration to all such comments. The Company will also provide
legal counsel to the Purchaser on a timely basis with copies of any notice of
appearance and evidence served on the Company or its legal counsel in respect of
the application for the Final Order or any appeal therefrom. Subject to
Applicable Laws, the Company will not file any material with the Court in
connection with the Arrangement or serve any such material, and will not agree
to modify or amend materials so filed or served, except as contemplated hereby
or with the Purchaser's prior written consent, such consent not to be
unreasonably withheld, conditioned or delayed; provided that nothing herein
shall require the Purchaser to agree or consent to any increase in Consideration
or other modification or amendment to such filed or served materials that
expands or increases the Purchaser's obligations set forth in any such filed or
served materials or under this Agreement.

SECTION 2.7       STOCK COMPENSATION PLANS

(1)      Subject to the terms and conditions of this Agreement, pursuant to the
         Arrangement, each holder of Options, whether vested or unvested, will
         be entitled to receive from the Company in respect of each Option an
         amount equal to the Consideration per Common Share less the applicable
         exercise price in respect of such Option, as well as any applicable
         related special compensation payments, and the Company shall take all
         such reasonable steps as may be necessary or desirable to give effect
         to the foregoing.

(2)      Subject to the terms and conditions of this Agreement, pursuant to the
         Arrangement, all DSUs and all RSUs (other than any interests in RSUs
         held by individuals eligible to participate in the Company's retention
         plan, which will be paid out on the earlier of 12 months from the date
         hereof and six months from the Effective Date for an amount provided
         under such retention plan, a description of which was provided to the
         Purchaser on June 22, 2007), will be acquired or cancelled by the
         Company for cash equal to the Consideration per Common Share per DSU or


                                       20
<PAGE>
         RSU, as the case may be, and the Company shall take all such reasonable
         steps as may be necessary or desirable to give effect to the foregoing.

SECTION 2.8       ARTICLES OF ARRANGEMENT AND EFFECTIVE DATE

         The Articles of Arrangement shall implement the Plan of Arrangement.
The Articles of Arrangement shall include the form of the Plan of Arrangement
attached to this Agreement as Schedule A, as it may be amended at the reasonable
request of the Purchaser to include such terms and conditions as may be
determined by the Purchaser, acting reasonably, to be necessary or desirable
provided that no such term or condition (i) shall be prejudicial to the Affected
Shareholders or other Persons to be bound by the Plan of Arrangement or be
inconsistent with the provisions of this Agreement or (ii) creates a reasonable
risk of delaying, impairing or impeding in any material respect the receipt of
any Key Regulatory Approval or the satisfaction of any condition set forth in
Article 8 hereof. Subject to the Interim Order, the Final Order and any
Applicable Law, the Company agrees to amend the Plan of Arrangement at any time
prior to the Effective Time in accordance with Section 10.2 of this Agreement to
add, remove or amend any steps or terms determined to be necessary or desirable
by the Purchaser, acting reasonably, provided that the Plan of Arrangement shall
not be amended in any manner which is (i) prejudicial to the Affected
Shareholders or other Persons to be bound by the Plan of Arrangement or is
inconsistent with the provisions of this Agreement or (ii) creates a reasonable
risk of delaying, impairing or impeding in any material respect the receipt of
any Key Regulatory Approval or the satisfaction of any condition set forth in
Article 8 hereof. On the later of (i) the second Business Day following the last
day of the Marketing Period and (ii) the fifth Business Day after the
satisfaction or, where not prohibited, the waiver by the applicable Party or
Parties in whose favour the condition is, of the conditions (excluding
conditions that, by their terms, cannot be satisfied until the Effective Date,
but subject to the satisfaction or, where not prohibited, the waiver by the
applicable Party or Parties in whose favour the condition is, of those
conditions as of the Effective Date) set forth in Article 8, unless another time
or date is agreed to in writing by the Parties, the Articles of Arrangement
shall be filed by the Company with the Director. From and after the Effective
Time, the Plan of Arrangement will have all of the effects provided by
Applicable Law, including the CBCA. The closing of the transactions contemplated
hereby will take place at the offices of Stikeman Elliott LLP, 1155
Rene-Levesque Blvd. West, 40th Floor, Montreal, Quebec, or at such other
location as may be agreed upon by the Parties.

SECTION 2.9       PAYMENT OF CONSIDERATION

         The Purchaser will, following receipt of the Final Order and prior to
the filing by the Company of the Articles of Arrangement with the Director,
provide the Depositary with sufficient funds in escrow (the terms and conditions
of such escrow to be satisfactory to the Company, acting reasonably) to complete
all of the transactions contemplated by the Plan of Arrangement, as provided in
the Plan of Arrangement.


                                       21
<PAGE>
                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 3.1       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except as disclosed in (i) the Company Filings filed before the date of
this Agreement or (ii) the Company Disclosure Letter, the Company represents and
warrants to the Purchaser as set forth in Schedule E. For greater certainty, for
purposes of Schedule E Telesat shall be deemed not to be a Subsidiary or
affiliate of the Company, regardless of whether the Telesat Purchase Agreement
has been terminated.

SECTION 3.2       SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The representations and warranties of Company contained in this
Agreement shall not survive the completion of the Arrangement and shall expire
and be terminated on the earlier of the Effective Time and the date on which
this Agreement is terminated in accordance with its terms.


                                    ARTICLE 4
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

SECTION 4.1       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The Purchaser represents and warrants to the Company as set forth in
Schedule F.

SECTION 4.2       SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The representations and warranties of the Purchaser contained in this
Agreement shall not survive the completion of the Arrangement and shall expire
and be terminated on the earlier of the Effective Time and the date on which
this Agreement is terminated in accordance with its terms.


                                    ARTICLE 5
                            COVENANTS OF THE COMPANY

SECTION 5.1       CONDUCT OF BUSINESS

         The Company covenants and agrees that, during the period from the date
of this Agreement until the earlier of the Effective Time and the time that this
Agreement is terminated in accordance with its terms, except as set out in the
Company Disclosure Letter, as required or permitted by the Agreement, as
required by Applicable Law or Governmental Authority, as required by the terms
of any existing Contract, or as contemplated by (i) the Company's 2007 business
plans specifically identified in the Company Disclosure Letter and made
available to the Purchaser and as updated in the written management presentation
provided on June 7, 2007 or (ii) the Company's 2008 business plans which are
approved by the Board, acting in good faith and following reasonable
consultation with the Purchaser that are consistent in all material respects
with the 2008 forecasts provided to the Purchaser Parties at the management
presentation held on June 7, 2007 and the related documents provided in the Data
Room, the Company shall, and shall cause each of its Subsidiaries to, conduct
its business in the ordinary course consistent with past practice, and shall use


                                       22
<PAGE>
its commercially reasonable efforts to preserve intact the present business
organization of the Company and its Subsidiaries and to preserve the current
relationships of the Company and its Subsidiaries with customers, suppliers,
distributors, licensors, employees and other Persons with which the Company or
any of its Subsidiaries has significant business relations. Without limiting the
generality of the foregoing, from the date of this Agreement until the earlier
of the Effective Time and the time that this Agreement is terminated in
accordance with its terms, except as set forth in the Company Disclosure Letter,
as required or permitted by this Agreement, as required by Applicable Law,
Governmental Authority or as required by the terms of any existing Contract, or
as contemplated by (i) the Company's 2007 business plans specifically identified
in the Company Disclosure Letter and made available to the Purchaser and as
updated in the written management presentation provided on June 7, 2007 or (ii)
the Company's 2008 business plans which are approved by the Board, acting in
good faith and following reasonable consultation with the Purchaser that are
consistent in all material respects with the 2008 forecasts provided to the
Purchaser Parties at the management presentation held on June 7, 2007 and the
related documents provided in the Data Room, the Company shall not, nor shall it
permit any of its Subsidiaries to, except with the prior consent of Purchaser
(which consent shall not be unreasonably withheld, conditioned or delayed):

         (a)      amend its articles of incorporation, articles of amalgamation,
                  by-laws or, in the case of any Subsidiary which is not a
                  corporation, its similar organizational documents;

         (b)      split, combine or reclassify any shares of the Company or
                  declare, set aside or pay any dividend or other distribution
                  (whether in cash, stock or property or any combination
                  thereof), other than: (i) Permitted Dividends; (ii) dividends
                  or distributions from a Subsidiary of the Company to the
                  Company or another wholly-owned Subsidiary of the Company; or
                  (iii) as required by the terms thereof and in accordance with
                  such terms, including without limitation in order to effect
                  the conversion from time to time of issued and outstanding
                  Preferred Shares of one or more series into Preferred Shares
                  of a different series and/or to reset the dividend rate from
                  time to time on such Preferred Shares;

         (c)      redeem, repurchase, or otherwise acquire or offer to redeem,
                  repurchase or otherwise acquire any shares of capital stock of
                  the Company or any of its Subsidiaries, except: (i) for the
                  acquisition of shares of capital stock of any wholly-owned
                  Subsidiary of the Company by the Company or by any other
                  wholly-owned Subsidiary of the Company; (ii) as required by
                  the terms thereof and in accordance with such terms, including
                  without limitation in order to effect the conversion from time
                  to time of issued and outstanding Preferred Shares of one or
                  more series into Preferred Shares of a different series; or
                  (iii) for the acquisition of Common Shares pursuant to the
                  Company's normal course issuer bid at prices per share that
                  are less than the applicable Consideration;

         (d)      issue, deliver or sell, or authorize the issuance, delivery or
                  sale of any shares of capital stock, any options, warrants or
                  similar rights exercisable or exchangeable for or convertible
                  into such capital stock, of the Company or any of its
                  Subsidiaries, or any RSUs, other than: (i) the issuance of
                  Common Shares on the exercise or termination of Options


                                       23
<PAGE>
                  outstanding on the date hereof or as granted hereafter in
                  compliance with this Section 5.1(d), (ii) the issuance of up
                  to a maximum of 1,000,000 Options in the ordinary course
                  operation of existing share issuance plans of the Company
                  (iii) the issuance of additional Preferred Shares on the
                  conversion from time to time of issued and outstanding
                  Preferred Shares of one or more series into Preferred Shares
                  of a different series in accordance with the terms thereof, or
                  (iv) the issuance of any shares of capital stock of any
                  Subsidiary of the Company to the Company or any other
                  wholly-owned Subsidiary of the Company;

         (e)      acquire (by merger, consolidation, acquisition of stock or
                  assets or otherwise), directly or indirectly, in one
                  transaction or in a series of related transactions, assets,
                  securities, properties, interests or businesses having a cost,
                  on a per transaction or series of related transactions basis,
                  in excess of $100 million and subject to a maximum of $300
                  million for all such transactions, other than for greater
                  certainty ordinary course procurement contracts or the
                  acquisition of inventory or other assets for resale or use by
                  the Company and/or any of its Subsidiaries or their respective
                  customers in connection with the ordinary course operation of
                  their businesses;

         (f)      sell, lease or otherwise transfer, in one transaction or in a
                  series of related transactions, any assets, securities,
                  properties, interests or businesses, having a cost or
                  proceeds, as applicable, on a per transaction or series of
                  related transactions basis, in excess of $200 million and
                  subject to a maximum of $500 million for all such
                  transactions, other than: (i) for greater certainty, the sale,
                  lease or other use or transfer of inventories and products in
                  the ordinary course of business consistent with past practice;
                  (ii) in connection with the Telesat Transaction; or (iii) in
                  respect of obsolete, damaged or destroyed assets;

         (g)      make, in one transaction or in a series of related
                  transactions, any loans, advances or capital contributions to,
                  or investments in, in an amount on a per transaction or series
                  of related transactions basis in excess of $100 million
                  individually and $300 million in the aggregate, in any other
                  Person, other than the Company or any wholly-owned Subsidiary
                  of the Company and other than pursuant to the exercise of
                  existing pre-emptive or similar rights or existing capital
                  call obligations;

         (h)      prepay any long-term indebtedness before its scheduled
                  maturity or create, incur, assume or otherwise become liable,
                  in one transaction or in a series of related transactions,
                  with respect to any indebtedness for borrowed money or
                  guarantees thereof in an amount, on a per transaction or
                  series of related transactions basis, in excess of $200
                  million provided that the amount contemplated by subsection
                  (j)(ii) of Schedule E shall not be increased by more than $800
                  million as a result of the net effect of all such
                  transactions, other than (i) indebtedness owing by one
                  Subsidiary of the Company to the Company or another Subsidiary
                  of the Company or of the Company to another Subsidiary of the
                  Company; (ii) in connection with the refinancing of
                  indebtedness outstanding on the date hereof; (iii) in
                  connection with advances under the Company's or any
                  Subsidiary's existing credit facilities; or (iv) indebtedness
                  entered into in the ordinary course consistent with past


                                       24
<PAGE>
                  practice, including for greater certainty lease financing
                  transactions (including real property leasing financing
                  transactions) and the issuance of commercial paper from time
                  to time; provided that any indebtedness created, incurred,
                  refinanced, assumed or for which the Company or any Subsidiary
                  becomes liable in accordance with (ii) - (iv) shall be
                  prepayable at the Effective Time without premium, penalty or
                  other incremental costs (including breakage costs) in excess
                  of $5 million, in the aggregate;

         (i)      except as required by Applicable Law or by the terms of the
                  Employee Plans or Contracts in effect on the date hereof: (i)
                  increase any severance, change of control or termination pay
                  to (or amend any existing arrangement with) any Company
                  Employee, director or executive officer of the Company or any
                  of its Subsidiaries; (ii) increase the benefits payable under
                  any existing severance or termination pay policies with any
                  Company Employee, director or executive officer of the Company
                  or any of its Subsidiaries; (iii) increase the benefits
                  payable under any employment agreements with any Company
                  Employee, director or executive officer of the Company or any
                  of its Subsidiaries (other than, in the case of a Company
                  Employee other than a director or executive officer of the
                  Company or Bell Canada, in a manner consistent with past
                  practice); (iv) enter into any employment, deferred
                  compensation or other similar agreement (or amend any such
                  existing agreement) with any director or executive officer of
                  the Company or Bell Canada; or (v) increase compensation,
                  bonus levels or other benefits payable to any director or
                  executive officer of the Company or Bell Canada or to any
                  Company Employee (other than, in the case of a Company
                  Employee other than a director or executive officer of the
                  Company or Bell Canada, in a manner consistent with past
                  practice); provided that the foregoing shall not prohibit the
                  Company from paying, establishing or increasing the
                  compensation of the members of the Strategic Oversight
                  Committee;

         (j)      make any material change in the Company's methods of
                  accounting, except as required by concurrent changes in GAAP,
                  or pursuant to written instructions, comments or orders from
                  the SEC, the AMF or any applicable Securities Authority;

         (k)      waive, release, assign, settle or compromise any claim in a
                  manner that could require a payment by, or release another
                  Person of an obligation to, the Company or any of its
                  Subsidiaries of $100 million individually, or $200 million in
                  aggregate, or could reasonably be expected to have a Material
                  Adverse Effect or to adversely affect in any material respect
                  the ability of the Company to complete the transactions
                  contemplated by this Agreement;

         (l)      amend or modify any Contract referred to in clause (aa) of
                  Schedule E to increase the amounts payable to any of the
                  Financial Advisors or amend or modify in any material respect
                  or terminate or waive any material right under any Material
                  Contract or enter into any contract or agreement that would be
                  a Material Contract if in effect on the date hereof except for
                  (i) any Contract or agreement for the sale or procurement of
                  goods or services entered into on arm's length terms with a
                  customer or supplier of the Company or any Subsidiary, (ii)
                  any Contract that does not provide for the possible payment or


                                       25
<PAGE>
                  receipt by the Company and/or its Subsidiaries over the
                  remaining life of such Contract of an amount in excess of $400
                  million, (iii) any other revenue-generating Contract entered
                  into in the ordinary course of business that provides for
                  payment or revenues of less than $200 million per annum and
                  $500 million over the remaining life of such Contract, or (iv)
                  any renewal or extension of any existing Contract (other than
                  the agreements listed in Section 5.1(l) of the Company
                  Disclosure Letter) on substantially similar terms; provided
                  that the exceptions set out in clauses (i), (ii) and (iii)
                  above shall not apply in respect of any Contract that is a
                  Material Contract by virtue of clause (g) of the definition of
                  Material Contract set out in Section 1.1;

         (m)      enter into, amend or modify any union recognition agreement,
                  collective agreement or similar agreement with any trade union
                  or representative body other than in the ordinary course of
                  business consistent with past practice and upon reasonable
                  consultation with the Purchaser;

         (n)      for greater certainty, except as contemplated in Section 6.2,
                  amend, modify or terminate any material insurance policy of
                  the Company or any Subsidiary in effect on the date of this
                  Agreement, except for scheduled renewals of any insurance
                  policy of the Company or any Subsidiary in effect on the date
                  hereof in the ordinary course of business consistent with past
                  practice;

         (o)      grant or commit to grant an exclusive licence or otherwise
                  transfer any Intellectual Property or exclusive rights in or
                  in respect thereto that is material to the Company and its
                  Subsidiaries taken as a whole, other than in the ordinary
                  course of business or to wholly-owned Subsidiaries;

         (p)      make, change or revoke any material Tax election or settle or
                  compromise any material Tax liability;

         (q)      materially change the business or regulatory strategy of the
                  Company or its Subsidiaries;

         (r)      to the extent that Telesat or any Bell Aliant Entity is
                  required to obtain the consent of the Company or its
                  Subsidiaries under any Contract, provide any consent under
                  such Contract that would permit Telesat or such Bell Aliant
                  Entity to take any action that would be restricted by this
                  Section 5.1 if Telesat or such Bell Aliant Entity was a
                  Subsidiary of the Company; or

         (s)      agree, resolve or commit to do any of the foregoing.

Notwithstanding the provisions of (e), (f), (g) and (h) above, the Company and
its Subsidiaries shall not be restricted from efficiently managing excess cash
balances (including the proceeds from the Telesat Transaction) in a tax
efficient manner consistent with past practice including (i) investing in or
disposing of money market instruments and (ii) repaying short-term indebtedness
or maturing other indebtedness. The Company shall not, however, redeem any long
term indebtedness maturing after December 31, 2010.


                                       26
<PAGE>
SECTION 5.2       NON-SOLICITATION

(1)      Except as expressly provided in this Section 5.2, the Company shall
         not, directly or indirectly, through any officer, director, employee,
         representative (including any financial or other advisor) or agent of
         the Company or any of its Subsidiaries (collectively,
         "REPRESENTATIVES"): (i) solicit, initiate or knowingly encourage
         (including by furnishing information or entering into any Contract) any
         inquiries or proposals regarding an Acquisition Proposal; (ii)
         participate in any substantive discussions or negotiations with any
         Person (other than the Purchaser Parties) regarding an Acquisition
         Proposal; (iii) make a Change in Recommendation; (iv) accept, approve,
         endorse or recommend, or propose publicly to accept, approve, endorse
         or recommend, any Acquisition Proposal (it being understood that
         publicly taking no position or a neutral position with respect to an
         Acquisition Proposal for a period of no more than ten Business Days
         following the formal announcement of such Acquisition Proposal shall
         not be considered to be in violation of this Section 5.2(1) unless such
         position has not been withdrawn by or before the end of such ten
         Business Day period); or (v) accept, approve, endorse or recommend or
         enter into, or publicly propose to accept, approve, endorse or
         recommend or enter into, any Contract in respect of an Acquisition
         Proposal.

(2)      Except as otherwise provided in this Section 5.2, the Company shall,
         and shall cause its Subsidiaries and Representatives to, immediately
         cease and cause to be terminated any solicitation, encouragement,
         discussion or negotiation with any Persons conducted heretofore by the
         Company, its Subsidiaries or any Representatives with respect to any
         Acquisition Proposal, and, in connection therewith, the Company will
         discontinue access to the Data Room (and not establish or allow access
         to any other data rooms, virtual or otherwise or otherwise furnish
         information) and shall as soon as possible request, to the extent that
         it is entitled to do so (and exercise all rights it has to require) the
         return or destruction of all confidential information regarding the
         Company and its Subsidiaries previously provided to any such Person or
         any other Person and will request (and exercise all rights it has to
         require) the destruction of all material including or incorporating or
         otherwise reflecting any material confidential information regarding
         the Company and its Subsidiaries. The Company agrees that neither it,
         nor any of its Subsidiaries, shall terminate, waive, amend or modify
         any provision of any existing confidentiality agreement relating to an
         Acquisition Proposal or any standstill agreement to which it or any of
         its Subsidiaries is a party (except that the Purchaser acknowledges
         that the automatic termination of the standstill provisions and
         clubbing restrictions of such agreements as a result of the entering
         into and announcement of this Agreement shall not be a violation of
         this Section 5.2(2)).

(3)      Notwithstanding Section 5.2(1) and any other provision of this
         Agreement or of any other agreement between the Parties or between the
         Company and any other Person, including without limitation the
         provisions of any confidentiality or standstill agreement, if at any
         time following the date of this Agreement and prior to obtaining the
         approval of the Arrangement Resolution by Affected Shareholders at the
         Company Meeting, the Company receives any written Acquisition Proposal,
         other than any Acquisition Proposal that resulted from a wilful and
         intentional breach of this Section 5.2 by the Company or any director
         or officer of the Company or any Representative acting at the direction
         of or on behalf of the Company or any director or officer of the
         Company, that the Board determines in good faith, after consultation


                                       27
<PAGE>
         with its financial advisors and outside counsel, constitutes or could
         reasonably be expected to lead to a Superior Proposal, then the Company
         may:

         (a)      furnish information with respect to the Company and its
                  Subsidiaries to the Person making such Acquisition Proposal;
                  and/or

         (b)      enter into, participate, facilitate and maintain discussions
                  or negotiations with, and otherwise cooperate with or assist,
                  the Person making such Acquisition Proposal,

         provided that the Company shall not, and shall not allow its
         Representatives to, disclose any non-public information to such Person
         without having entered into a confidentiality agreement with such
         Person that contains provisions that are no less favourable in the
         aggregate to the Company and that are not individually or in the
         aggregate materially more favourable to such Person than those
         contained in the Confidentiality Agreements, except that such agreement
         may contain a less restrictive or no standstill restriction and may
         specifically release such party from any existing standstill
         restriction (a correct and complete copy of which confidentiality
         agreement shall be provided to the Purchaser before any such non-public
         information is provided) and provided that such confidentiality
         agreement may not include any provision calling for an exclusive right
         to negotiate with the Company and may not restrict the Company or its
         Subsidiaries from complying with this Section 5.2, and will promptly
         provide to the Purchaser any material non-public information concerning
         the Company or its Subsidiaries provided to such other Person which was
         not previously provided to the Purchaser. Notwithstanding the
         foregoing, the Company shall not provide any commercially sensitive
         non-public information to any competitor that has made an Acquisition
         Proposal, except in a manner consistent with the Company's past
         practice in dealing with the disclosure of such information in the
         context of considering Acquisition Proposals prior to the date of this
         Agreement.

(4)      The Company shall promptly (and in any event within 24 hours) notify
         the Purchaser (orally and in writing) in the event it receives a
         written Acquisition Proposal, including the identity of the Person
         making such Acquisition Proposal and the material terms and conditions
         thereof, and shall, at the Purchaser's reasonable request, inform the
         Purchaser as to the status of developments and negotiations with
         respect to such Acquisition Proposal, including any changes to the
         material terms or conditions of such Acquisition Proposal.

(5)      The Company shall not accept, approve, recommend or enter into any
         agreement relating to an Acquisition Proposal (other than a
         confidentiality agreement complying with Section 5.2(3)) unless (i) the
         Acquisition Proposal did not result from the wilful and intentional
         breach of this Section 5.2 by the Company or any director or officer of
         the Company or any Representative acting at the direction of or on
         behalf of the Company or any director or officer of the Company, (ii)
         the Board determines in good faith, after consultation with its
         financial advisors and outside counsel, that such Acquisition Proposal
         constitutes a Superior Proposal, (iii) the Company has provided the
         Purchaser with a copy of such Acquisition Proposal, (iv) a period (the
         "MATCHING PERIOD") of five Business Days has lapsed from the date (the
         "NOTICE DATE") that is the later of (a) the date the Purchaser received


                                       28
<PAGE>
         written notice of the Company's proposed determination to take such
         action, and (b) the date the Purchaser received a copy of the
         Acquisition Proposal, (v) during the Matching Period, the Purchaser
         shall have the opportunity (but not an obligation) to offer to amend
         the terms and conditions of this Agreement such that the Acquisition
         Proposal would cease to be a Superior Proposal, (vi) after the Matching
         Period, the Board (a) determines in good faith, after consultation with
         its financial advisors and outside counsel, that such Acquisition
         Proposal continues to constitute a Superior Proposal and (b) determines
         in good faith, after consultation with outside legal counsel, that
         failure to take such action would reasonably be expected to be
         inconsistent with its fiduciary duties under Applicable Law, (vii)
         prior to or simultaneously with taking such action, the Company (a)
         terminates this Agreement pursuant to Section 9.1(1)(d)(i) and (b) pays
         the Termination Fee pursuant to Section 10.6(2), and (viii) promptly
         following such termination, the Company enters into a definitive
         agreement with the Person making such Superior Proposal. Each
         successive material modification (including any increase in the
         proposed price) of any Acquisition Proposal shall constitute a new
         Acquisition Proposal for purposes of Section 5.2(5), provided that the
         Matching Period in respect of such new Acquisition Period shall extend
         only until the later of the end of the initial five Business Day
         Matching Period and 36 hours after the Notice Date in respect of the
         new Acquisition Proposal.

(6)      Nothing contained in this Agreement, including Section 5.2(1), shall
         prohibit the Board from making a Change in Recommendation or from
         making any disclosure to any securityholders of the Company prior to
         the Effective Time, including for greater certainty disclosure of a
         Change in Recommendation, if, in the good faith judgment of the Board,
         after consultation with outside legal counsel, failure to take such
         action or make such disclosure would reasonably be expected to be
         inconsistent with the Board's exercise of its fiduciary duties or such
         action or disclosure is otherwise required under Applicable Law
         (including without limitation by responding to an Acquisition Proposal
         under a directors' circular or otherwise as required under Securities
         Laws), provided that for greater certainty in the event of a Change of
         Recommendation and a termination by the Purchaser of this Agreement
         pursuant to Section 9.1(1)(c)(i), the Company shall pay the Termination
         Fee as required by Section 10.6(2). The Board may not make a Change in
         Recommendation pursuant to the preceding sentence unless the Company
         gives the Purchaser at least two Business Days prior written notice of
         its intention to make such Change in Recommendation, provided that, for
         greater certainty, the foregoing limitation shall not apply in respect
         of any actions taken under Section 5.2(5). In addition, nothing
         contained in this Agreement shall prevent the Company or the Board from
         calling and holding a meeting of Shareholders, or any of them,
         requisitioned by Shareholders, or any of them, in accordance with the
         CBCA or ordered to be held by a court in accordance with Applicable
         Laws.

SECTION 5.3       ASSISTANCE WITH PURCHASER FINANCING

         The Company will, and will cause its Subsidiaries to, and each shall
use commercially reasonable efforts to cause its Representatives to, provide
such co-operation to the Purchaser as the Purchaser may reasonably request in
connection with the arrangements by the Purchaser to obtain the advance of the
debt financing referred to in Section 6.4 as contemplated in the Commitment
Letter and/or any alternative financing proposed by the Purchaser pursuant to


                                       29
<PAGE>
Section 6.4, (provided that such request is made on reasonable notice and
reasonably in advance of the proposed commencement of the Marketing Period
and/or the Effective Time, as applicable, and provided such co-operation does
not unreasonably interfere with the ongoing operations of the Company and its
Subsidiaries or interfere with or hinder or delay the performance by the Company
or its Subsidiaries of their other obligations), including (and subject to the
foregoing) as so requested: (a) participating in a reasonable number of
meetings, drafting sessions, presentations, road shows, due diligence sessions
and sessions with rating agencies, (b) assisting the Purchaser and the Lenders
in the preparation of offering documents for any debt raised to complete the
Arrangement and materials for rating agency, Lender or investor presentations,
(c) cooperating with the Purchaser in connection with applications to obtain
such consents, approvals or authorizations which may be reasonably necessary or
desirable in connection with such debt financing, (d) using commercially
reasonable efforts to seek to take advantage of the Company's existing lending
relationships, including encouraging the Company's existing lenders to
participate in the syndicate organized by the Lenders, (e) reasonably
cooperating with the marketing efforts of the Purchaser and the Lenders for any
debt raised by the Purchaser to complete the Arrangement, including
participating in presentations to the Lenders and by facilitating direct contact
between the Company's senior management and the Lenders, (f) having officers
execute, without personal liability, any reasonably necessary officer's
certificates or management representation letters to the Company's accountants
to issue reports with respect to the financial statements to be included in any
offering documents to the extent customary for similar offerings and solvency
certificates or other certificates customarily requested by lenders in
transactions of this type, (g) provided that all Key Regulatory Approvals have
been obtained, subject to the terms of the Company's and its Subsidiaries'
existing indebtedness, giving timely redemption or prepayment notices, as
applicable, in connection with the refinancing of the Company's or its
Subsidiaries' existing indebtedness outstanding on or after the Effective Time
as may be reasonably required by the Purchaser, (h) providing advance estimates
of payout amounts in respect of indebtedness being repaid on the Effective Date
and arranging for releases and discharge of Liens securing indebtedness being
repaid on the Effective Date, (i) the execution and delivery of a customary
purchase agreement and related documentation on terms reasonably satisfactory to
the Company in connection with any offering of debt securities, (j) subject to
Applicable Laws and the obtaining of any necessary consents in connection
therewith (which the Company shall use reasonable commercial efforts to obtain),
executing and delivering any pledge and security documents, currency or interest
hedging arrangements or other definitive financing documents or other
certificates and documents as may be reasonably requested by the Purchaser or
otherwise facilitating the pledging of collateral as may be reasonably requested
by the Purchaser; provided that any obligations contained in such documents
shall be effective no earlier than as of the Effective Time, (k) furnishing the
Purchaser and its financing sources as promptly as practicable (and in any event
no later than 30 days prior to the Outside Date) with financial and other
pertinent information regarding the Company and its Subsidiaries as may be
reasonably requested by the Purchaser, including Canadian GAAP financial
statements together with a reconciliation to US GAAP prepared substantially in
accordance with Item 17 of Form 20-F, of the type and form customarily included
in offering documents used in private placements by foreign private issuers
under Rule 144A of the 1933 Act, to consummate the offerings of debt securities
contemplated by the Commitment Letters at the time during the Company's fiscal
year such offerings will be made including but not limited to annual audited
financial statements (with accompanying audit reports), interim financial


                                       30
<PAGE>
statements (consistent with the Company's regular quarterly reporting) and
corresponding LTM data and pro forma financial statements (information required
to be delivered pursuant to this clause (k) being referred to as the "Required
Information"), provided that the Purchaser shall provide the Company with a list
of the form and types of financial and other information requested pursuant to
this clause (k) by no later than August 1, 2007 (the "REQUIRED INFORMATION
SCHEDULE"), (l) obtaining customary accountants' comfort letters, accountants'
consents, and legal opinions as reasonably requested by the Purchaser (provided
that the Purchaser shall arrange to provide any opinion required by the terms of
any of the Company's or any of its Subsidiaries' existing trust indentures in
connection with any such financing or related actions) and (m) taking all
actions reasonably necessary to permit the Lenders to evaluate the Company's and
its Subsidiaries' current assets, cash management and accounting systems,
policies and procedures relating thereto for the purpose of establishing
collateral arrangements. Notwithstanding the foregoing, none of the Company nor
any Subsidiary of the Company will be required to (a) pay any commitment,
consent or other fee or incur any other liability in connection with any such
financing prior to the Effective Time, (b) take any action or do anything that
would contravene any Applicable Law, contravene any Contract of the Company or
any Subsidiary that relates to borrowed money or be capable of impairing or
preventing the satisfaction of any condition set forth in Article 8 hereof, (c)
commit to take any action that is not contingent on the consummation of the
transactions at the Effective Time, or (d) disclose any information that in the
reasonable judgment of the Company would result in the disclosure of any trade
secrets or similar information or violate any obligations of the Company or any
other Person with respect to confidentiality. The Purchaser agrees to indemnify
the Company, its affiliates and their respective officers, directors and
employees from and against any and all liabilities, losses, damages, claims,
costs, expenses, interest, awards, judgments and penalties suffered or incurred
by any of them in connection with any financing or potential financing by the
Purchaser or any actions or omissions by any of them in connection with any
request by the Purchaser made hereunder and for any alleged misstatement or
omission in any information provided hereunder at the request of the Purchaser
(other than historical factual information to the extent prepared by the Company
and relating to the Company and its Subsidiaries). The Purchaser will promptly
upon request by the Company and from time to time (other than in circumstances
where this Agreement is terminated by the Purchaser pursuant to Section
9.1(1)(c)(ii) due to willful and intentional breach or fraud) reimburse the
Company for all reasonable out-of-pocket costs (including legal fees) incurred
by the Company or its Subsidiaries and their respective advisers, agents and
representatives in connection with any of the foregoing. The Company hereby
consents to the use of its and its Subsidiaries' logos in connection with the
financing; provided that such logos are used solely in a manner that is not
intended to or reasonably likely to harm or disparage the Company or any of its
Subsidiaries or the reputation or goodwill of the Company or any of its
Subsidiaries.

SECTION 5.4       COMPLETION OF THE TELESAT TRANSACTION

         The Company will use all commercially reasonable efforts to complete as
promptly as practicable the Telesat Transaction on substantially the terms and
conditions outlined in the Telesat Purchase Agreement. The Company shall
promptly update the Purchaser as to any material developments relating to the
Telesat Transaction and in no event shall the Company make any material
amendments or waivers to the Telesat Purchase Agreement without the prior
written consent of the Purchaser (such consent not to be unreasonably withheld,
conditioned or delayed). In the event that the Telesat Purchase Agreement is
terminated in accordance with its terms, then Telesat shall, from the date of


                                       31
<PAGE>
such termination, be deemed to be a Subsidiary of the Company for purposes of
Section 5.1.

SECTION 5.5       COOPERATION REGARDING REORGANIZATION

(1)      Upon the reasonable request or requests of the Purchaser (not less than
         30 Business Days prior to the Effective Time), the Company shall, and
         shall cause its Subsidiaries to, use all commercially reasonable
         efforts to (i) effect, in the period immediately prior to the Effective
         Time, such reorganizations of their business, operations and assets as
         the Purchaser may request, acting reasonably (each a "PRE-ACQUISITION
         Reorganization"); (ii) cooperate fully with the Purchaser and its
         advisors to determine the nature of the Pre-Acquisition Reorganizations
         that might be undertaken and the manner in which they would most
         effectively be undertaken; and (iii) cooperate fully with the Purchaser
         in the preparation and filing of a request for an advance income tax
         ruling to be requested by the Purchaser from the Canada Revenue Agency
         (and provincial taxing authorities as applicable) respecting such
         income tax matters as the Purchaser may determine including, in
         particular, rulings relating to paragraphs 88(1)(c) and (d) of the Tax
         Act, and to cooperate as requested during the process of obtaining such
         tax ruling. The obligations of the Company pursuant to this Section 5.5
         shall be conditional on the understanding that: (i) any Pre-Acquisition
         Reorganization shall not delay, impair or impede the completion of the
         Arrangement or the ability of the Purchaser to obtain any financing
         required by it in connection with the transactions contemplated by this
         Agreement; (ii) any Pre-Acquisition Reorganization shall not
         unreasonably interfere in the ongoing operations of the Company or any
         of its Subsidiaries; (iii) any Pre-Acquisition Reorganization shall not
         require the Company or any Subsidiary to contravene any Applicable
         Laws, their respective organizational documents or any Contract; (iv)
         any Pre-Acquisition Reorganization shall not become effective unless
         the Purchaser shall have waived or confirmed in writing the
         satisfaction of all conditions in its favour under Section 8.1 and
         Section 8.2 and shall have confirmed in writing that it is prepared to
         promptly and without condition (other than satisfaction of the
         condition contemplated by Section 8.2(a)) proceed to effect the
         Arrangement; (v) the Company and its Subsidiaries shall not be
         obligated to take any action that would reasonably be expected to
         result in any Taxes being imposed on, or any adverse Tax or other
         consequences to, any securityholder of the Company incrementally
         greater than the Taxes or other consequences to such party in
         connection with the consummation of the Arrangement in the absence of
         any Pre-Acquisition Reorganization; and (vi) the Company, its
         Subsidiaries and their respective officers, directors, employees,
         agents, advisors and representatives shall have received an indemnity,
         in form and substance satisfactory to the Company, acting reasonably,
         from the Purchaser Parties from and against any and all liabilities,
         losses, damages, claims, costs, expenses, interest, awards, judgements
         and penalties suffered or incurred by any of them in connection with or
         as a result of any Pre-Acquisition Reorganization. The Purchaser
         acknowledges and agrees that the Pre-Acquisition Reorganizations shall
         not be considered in determining whether a representation, warranty or
         covenant of the Company hereunder has been breached, it being
         acknowledged by the Purchaser that these actions could require the
         consent of third parties under applicable Contracts. The Purchaser and
         the Company shall, at the expense of the Purchaser, work cooperatively
         and use commercially reasonable efforts to prepare prior to the


                                       32
<PAGE>
         Effective Time all documentation necessary and do such other acts and
         things as are necessary to give effect to such Pre-Acquisition
         Reorganizations.

(2)      The Company shall use its reasonable best efforts to, and shall use its
         reasonable best efforts to cause its Subsidiaries to, maintain in good
         standing the tax loss monetization (the "MONETIZATION") among Bell
         Canada, Bell Mobility Inc. and others, in a manner consistent with the
         advance income tax ruling issued on March 27, 2007. The Company and its
         Subsidiaries shall not unwind, terminate or amend the Monetization, in
         whole or in part, without the consent of the Purchaser, acting
         reasonably.

SECTION 5.6       CONDUCT OF THE COMPANY

         For the period commencing on the date hereof and ending on the
Effective Time, and except as required by Applicable Law, the Company shall not,
and shall not permit its Subsidiaries to enter into any merger, acquisition,
joint venture, disposition, lease, contract or debt or equity financing, or
agree to do any of the foregoing, that would reasonably be likely to delay,
impair or impede in any material respect the receipt of any Regulatory Approval
or the satisfaction of any condition set forth in Article 8 hereof.

SECTION 5.7       DIVIDEND REINVESTMENT PLAN; EMPLOYEE SAVINGS PLANS

         (a)      From and after the date of this Agreement until the Effective
                  Time, all Common Shares delivered to participants under the
                  Dividend Reinvestment Plan shall be acquired only by open
                  market or third party arm's length purchases, and not for
                  greater certainty from treasury.

         (b)      Upon the execution of this Agreement, the Company shall not
                  issue or otherwise authorize the issuance of any Common Shares
                  from treasury in respect of the Employee Savings Plans and all
                  Common Shares delivered to participants under the Employee
                  Savings Plans for the period commencing on the date of this
                  Agreement and ending at the Effective Time shall be acquired
                  by open market or third party arm's length purchases. The
                  Company shall take all steps necessary to cause the Employee
                  Savings Plans to be terminated at the Effective Time.

SECTION 5.8       COOPERATION WITH SOLVENCY OPINION

         Each of the Purchaser and the Company shall use their respective
reasonable best efforts to (a) make available their respective officers, agents
or other representatives on a customary basis and on reasonable notice and (b)
provide or make available such information and documents concerning the
business, properties, Contracts, assets and liabilities of the Company and, in
the case of the Purchaser, the financing contemplated by the Commitment Letter
and Equity Commitment Letters, as may reasonably be requested by the firm
preparing the opinion contemplated by Section 8.1(f).


                                       33
<PAGE>
                                    ARTICLE 6
                       COVENANTS OF THE PURCHASER PARTIES

SECTION 6.1                CONDUCT OF THE PURCHASER

         For the period commencing on the date hereof and ending on the
Effective Time, and except as required by Applicable Law, no Purchaser Party
shall enter into any merger, acquisition, joint venture, disposition, lease,
contract or debt or equity financing, or agree to do any of the foregoing, that
would reasonably be likely to (a) result in any of the representations and
warranties referred to in Section 4.1 becoming false or inaccurate in any
material respect, or (b) delay, impair or impede in any material respect the
receipt of any Regulatory Approval or the satisfaction of any condition set
forth in Article 8 hereof.

SECTION 6.2       DIRECTOR AND OFFICER LIABILITY

(1)      From and after the Effective Time, the Purchaser shall, and shall cause
         the Company to, indemnify and hold harmless, to the fullest extent
         permitted under Applicable Law (and to also advance expenses as
         incurred to the fullest extent permitted under Applicable Law), each
         present and former director, officer, trustee and employee of the
         Company and its Subsidiaries (each, an "INDEMNIFIED PERSON") against
         any costs or expenses (including reasonable attorneys' fees),
         judgments, fines, losses, claims, damages or liabilities incurred in
         connection with any claim, inquiry, action, suit, proceeding or
         investigation, whether civil, criminal, administrative or
         investigative, arising out of or related to such Indemnified Person's
         service as a director, officer, trustee or employee of the Company
         and/or any of its Subsidiaries or services performed by such Persons at
         the request of the Company and/or any of its Subsidiaries at or prior
         to or following the Effective Time, whether asserted or claimed prior
         to, at or after the Effective Time, including the approval or
         completion of this Agreement, the Arrangement or any of the other
         transactions contemplated by this Agreement or arising out of or
         related to this Agreement and the transactions contemplated hereby.
         Neither the Purchaser nor the Company shall settle, compromise or
         consent to the entry of any judgment in any claim, action, suit,
         proceeding or investigation or threatened claim, action, suit,
         proceeding or investigation involving or naming an Indemnified Person
         or arising out of or related to an Indemnified Person's service as a
         director, officer, trustee or employee of the Company and/or any of its
         Subsidiaries or services performed by such Persons at the request of
         the Company and/or any of its Subsidiaries at or prior to or following
         the Effective Time without the prior written consent of that
         Indemnified Person.

(2)      Prior to the Effective Time, the Company shall and, if the Company is
         unable to, the Purchaser shall cause the Company as of the Effective
         Time, to obtain and fully pay the premium for the extension of the
         directors', officers', trustees' and employees' liability coverage of
         the Company's and its Subsidiaries' existing directors', officers',
         trustees' and employees' insurance policies for a claims reporting or
         run-off and extended reporting period and claims reporting period of at
         least six years from and after the Effective Time with respect to any
         claim related to any period or time at or prior to the Effective Time
         from an insurance carrier with the same or better credit rating as the
         Company's current insurance carriers with respect to directors',
         officers', trustees' and employees' liability insurance ("D&O
         INSURANCE"), and with terms, conditions, retentions and limits of


                                       34
<PAGE>
         liability that are no less advantageous to the Indemnified Persons than
         the coverage provided under the Company's and its Subsidiaries'
         existing policies with respect to any actual or alleged error,
         misstatement, misleading statement, act, omission, neglect, breach of
         duty or any matter claimed against a director, officer, trustee or
         employee of the Company or any of its Subsidiaries by reason of him or
         her serving in such capacity that existed or occurred at or prior to
         the Effective Time (including in connection with the approval or
         completion of this Agreement, the Arrangement or the other transactions
         contemplated by this Agreement or arising out of or related to this
         Agreement and the transactions contemplated hereby). If the Company for
         any reason fails to obtain such "run off" insurance policies as of the
         Effective Time, the Company shall continue to maintain in effect for a
         period of at least six years from and after the Effective Time the D&O
         Insurance in place as of the date hereof with terms, conditions,
         retentions and limits of liability that are no less advantageous in the
         aggregate than the coverage provided under the Company's and its
         Subsidiaries' existing policies as of the date hereof, or the Company
         shall purchase comparable D&O Insurance for such six-year period with
         terms, conditions, retentions and limits of liability that are at least
         as favourable to the Indemnified Persons as provided in the Company's
         existing policies as of the date hereof.

(3)      If the Company or the Purchaser or any of their successors or assigns
         shall:

         (a)      amalgamate, consolidate with or merge or wind-up into any
                  other Person and, if applicable, shall not be the continuing
                  or surviving corporation or entity; or

         (b)      transfer all or substantially all of its properties and assets
                  to any Person or Persons,

         then, and in each such case, proper provisions shall be made so that
         the successors, assigns and transferees of the Company or the
         Purchaser, as the case may be, shall assume all of the obligations set
         forth in this Section 6.2.

(4)      If any Indemnified Person makes any claim for indemnification or
         advancement of expenses under this Section 6.2 that is denied by the
         Company or the Purchaser, and a court of competent jurisdiction
         determines that the Indemnified Person is entitled to such
         indemnification, then the Company and the Purchaser shall pay such
         Indemnified Person's costs and expenses, including reasonable legal
         fees and expenses, incurred in connection with pursuing such claim
         against the Company or the Purchaser.

(5)      The rights of the Indemnified Persons under this Section 6.2 shall be
         in addition to any rights such Indemnified Persons may have under the
         constating documents of the Company or any of its Subsidiaries, or
         under any Applicable Law or under any Contract of any Indemnified
         Person with the Company or any of its Subsidiaries. All rights to
         indemnification and exculpation from liabilities for acts or omissions
         occurring at or prior to the Effective Time and rights to advancement
         of expenses relating thereto in favour of any Indemnified Person as
         provided in the constating documents of the Company or any Subsidiary
         of the Company or any Contract, the form of which is in the Data Room
         as at the date hereof, between such Indemnified Person and the Company
         or any of its Subsidiaries shall survive the Effective Time and shall


                                       35
<PAGE>
         not be amended, repealed or otherwise modified in any manner that would
         adversely affect any right thereunder of any such Indemnified Person.

(6)      For purposes of this Section 6.2, the Bell Aliant Entities and Telesat
         shall be deemed to be Subsidiaries of the Company.

(7)      This Section 6.2 shall survive the consummation of the Arrangement and
         is intended to be for the benefit of, and shall be enforceable by, the
         Indemnified Persons and their respective heirs, executors,
         administrators and personal representatives and shall be binding on the
         Company and its successors and assigns, and, for such purpose, the
         Company hereby confirms that it is acting as agent on behalf of the
         Indemnified Persons.

SECTION 6.3       INTERIM PERIOD CONSENTS

         The Purchaser will, promptly following the date hereof, designate two
individuals from either of whom the Company may seek approval to undertake any
actions not permitted to be taken under Section 5.1, and will ensure that such
persons will respond, on behalf of the Purchaser, to the Company's requests in
an expeditious manner.

SECTION 6.4       PURCHASER FINANCING

(1)      Without limiting the generality of Section 7.1, the Purchaser will use
         its and cause the Purchaser Parties to use their reasonable best
         efforts to consummate the financing contemplated by the Commitment
         Letter and Equity Commitment Letters no later than the Effective Date,
         but in each case shall ensure that any financing arranged by the
         Purchaser, when taken together with all other transactions contemplated
         hereby, shall comply in all material respects with the requirements of
         all outstanding Material Contracts of the Company or its Subsidiaries
         relating to borrowed money that have been made available and under all
         Applicable Laws.

(2)      The Purchaser will use reasonable best efforts to satisfy, on a timely
         basis, all covenants, terms, representations and warranties within its
         control applicable to the Purchaser in the Commitment Letter and Equity
         Commitment Letters and accommodate the financing provided for under the
         Commitment Letter and Equity Commitment Letters.

(3)      The Purchaser will use reasonable best efforts to negotiate and enter
         into definitive credit or loan or other agreements and all other
         documentation with respect to the financings contemplated in this
         Section 6.4 as may be necessary for the Purchaser to obtain such funds,
         on the basis described in this Section 6.4 and otherwise on terms and
         conditions no less favourable to the Company than those contained in
         the Commitment Letter and the Equity Commitment Letters, and otherwise:
         (a) subject only to such other conditions precedent as are acceptable
         to the Company in its reasonable discretion; or (b) on terms and
         conditions which do not impair the ability of the Purchaser to perform
         its obligations hereunder or to effect the Arrangement, as soon as
         reasonably practicable but in any event prior to the Outside Date. The
         Purchaser will deliver to the Company correct and complete copies of
         such executed definitive agreements and documentation promptly when
         available and drafts thereof from time to time upon request by the
         Company.

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<PAGE>
(4)      The Purchaser will keep the Company informed with respect to all
         material activity concerning the status of the financings referred to
         in this Section 6.4 and will give the Company prompt notice of any
         material change with respect to any such financings. Without limiting
         the generality of the foregoing, the Purchaser agrees to notify the
         Company promptly, and in any event within 24 hours, if at any time
         prior to the Effective Time: (a) the Commitment Letter or any Equity
         Commitment Letter referred to in this Section 6.4 will expire or be
         terminated for any reason, (b) any event occurs that, with or without
         notice, lapse of time or both, would individually or in the aggregate,
         constitute a default or breach on the part of the Purchaser under any
         material term or condition of the Commitment Letter or any Equity
         Commitment Letter or definitive agreement or documentation referred to
         in this Section 6.4 or if the Purchaser has any reason to believe that
         it will be unable to satisfy, on a timely basis, any term or condition
         of any funding referred to in this Section 6.4 to be satisfied by it,
         that in each case would reasonably be expected to impair the ability of
         the Purchaser to consummate the financing; or (c) any financing source
         that is a party to the Commitment Letter or any Equity Commitment
         Letter advises the Purchaser or any Purchaser Party, whether orally or
         in writing, that such source either no longer intends to provide or
         underwrite any financing referred to in this Section 6.4 on the terms
         set forth in the Commitment Letter or any Equity Commitment Letter, as
         applicable, or requests amendments or waivers thereto that are or could
         reasonably be expected to be materially adverse to the timely
         completion by the Purchaser of the transactions contemplated by this
         Agreement.

(5)      Other than in connection with and as contemplated in this Agreement,
         neither the Purchaser nor any Purchaser Party will, without the prior
         written consent of the Company, take any action or enter into any
         transaction, including any merger, acquisition, joint venture,
         disposition, lease, contract or debt or equity financing, that would
         reasonably be expected to materially impair, delay or prevent the
         Purchaser obtaining any of the financings contemplated by this Section
         6.4.

(6)      The Purchaser will not amend or alter, or agree to amend or alter, the
         Commitment Letter or the Equity Commitment Letters or any definitive
         agreement or documentation referred to in this Section 6.4 in any
         manner that would reasonably be expected to materially impair, delay or
         prevent the consummation of the transactions contemplated by this
         Agreement, in each case without the prior written consent of the
         Company.

(7)      If the Commitment Letter or any Equity Commitment Letter is terminated
         or modified in a manner materially adverse to the Purchaser's ability
         to complete the transactions contemplated by this Agreement for any
         reason, the Purchaser will use reasonable best efforts to: (a) obtain,
         as promptly as practicable, and, once obtained, provide the Company
         with a copy of, a new financing commitment that provides for at least
         the same amount of financing as contemplated by the Commitment Letter
         and/or the Equity Commitment Letters, as the case may be, on a basis
         that is not subject to any condition precedent materially less
         favourable from the perspective of the Company than the conditions
         precedent contained in the Commitment Letter, or the Equity Commitment
         Letters, as the case may be, and otherwise on terms and conditions not
         materially less favourable from the perspective of the Company, (b)
         negotiate and enter into definitive credit, loan or other agreements
         and all required documentation with such third parties as may be
         necessary for the Purchaser to obtain such funds (to the extent
         reasonably practicable, on terms and conditions not materially less


                                       37
<PAGE>
         favourable than the Commitment Letter or the Equity Commitment Letter,
         as the case may be, being replaced) and on the basis described in this
         Section 6.4 and on terms and conditions consistent with such new
         financing commitment, as soon as reasonably practicable but in any
         event prior to the Outside Date, and deliver to the Company correct and
         complete copies of such executed definitive agreements and
         documentation promptly upon request by the Company, (c) satisfy, on a
         timely basis, all covenants, terms, representations and warranties
         applicable to the Purchaser in respect of such new financing
         commitments and all other required agreements and documentation
         referred to in this Section 6.4(7) and enforce its rights under such
         new financing commitments and agreements and documentation, and (d)
         obtain funds under such commitments to the extent necessary to
         consummate the transactions contemplated by this Agreement.

(8)      For greater certainty, all non-public or otherwise confidential
         information regarding the Company obtained by the Purchaser or its
         representatives (including without limitation the Lenders and any of
         their representatives or advisors or any Purchaser Party) pursuant to
         Section 5.3 is information which is subject to the Confidentiality
         Agreements and will be treated in accordance with the Confidentiality
         Agreements; provided the Purchaser shall be entitled to provide such
         information to its Lenders and investors in its debt financing and
         their respective representatives and rating agencies, subject to the
         confidentiality conditions set forth in the Confidentiality Agreements.

(9)      The Purchaser acknowledges and agrees that its obtaining financing is
         not a condition to any of its obligations hereunder, regardless of the
         reasons why financing is not obtained or whether such reasons are
         within or beyond the control of the Purchaser. For the avoidance of
         doubt, if any financing referred to in this Section 6.4 is not
         obtained, the Purchaser will continue to be obligated to consummate the
         Arrangement, subject to and on the terms contemplated by this
         Agreement.

SECTION 6.5       INVESTMENT CANADA ACT

(1)      If the Minister of Canadian Heritage or official of The Department of
         Canadian Heritage (together, the "HERITAGE MINISTER"), or the Minister
         of Industry in his capacity as the Minister responsible for the
         administration of the Investment Canada Act, in order to determine
         whether the Purchaser is a Canadian and not controlled in fact by one
         or more non-Canadians (all within the meaning of the Investment Canada
         Act), requests information or evidence for that purpose, the Purchaser
         Parties will promptly comply with each such request.

(2)      The Purchaser Parties will (subject to the Company's prior written
         consent if required pursuant to the terms of this Agreement), use their
         reasonable best efforts to promptly satisfy the Heritage Minister or
         the Minister of Industry that the Purchaser is Canadian and not
         controlled in fact by one or more non-Canadians (all within the meaning
         of the Investment Canada Act), including for greater certainty making
         any non-material adjustments or amendments to the arrangements
         governing the ownership of the Purchaser, provided that nothing in this
         Section 6.5(2) shall require the Purchaser Parties to accede to any
         request of the Heritage Minister or the Minister of Industry to modify


                                       38
<PAGE>
         the amount of equity invested or the percentage of equity ownership in
         the Purchaser on the part of any of the Equity Sponsors.

(3)      For greater certainty, in the event that the Purchaser Parties are not,
         despite compliance with their obligations under this Section 6.5(1) and
         Section 6.5(2), able to satisfy the Heritage Minister or the Minister
         of Industry that the Purchaser is Canadian and not controlled in fact
         by one or more non-Canadians (all within the meaning of the Investment
         Canada Act), then Investment Canada Act Approval shall be deemed to be
         a Key Regulatory Approval.

SECTION 6.6       SYNDICATION OF EQUITY

(1)      Except as provided by this Section 6.6, notwithstanding anything to the
         contrary contained in the Confidentiality Agreements, the Purchaser
         Parties shall not without the prior written consent of the Company
         allow the equity syndication of any of their direct or indirect equity
         or proposed equity ownership in the Company.

(2)      Subject to the limitations set forth in this Section 6.6, the Company
         will permit each Purchaser Party to syndicate equity:

         (a)      to all Persons identified on Schedule G (and will permit those
                  Persons to syndicate equity); and

         (b)      to limited partners and co-investors of such Purchaser Party
                  who are not identified on the Pre-Approved List;

         provided that the Ontario Teachers' Pension Plan Board (the "CANADIAN
         EQUITY SPONSOR") and any Persons to whom the Canadian Equity Sponsor
         syndicates equity shall be permitted to syndicate equity only to
         Persons who meet the same Canadian status tests for purposes of
         applicable Telecom Laws and the Investment Canada Act as the Canadian
         Equity Sponsor.

(3)      From the date of this Agreement until the Company Meeting, the
         Purchaser Parties and their representatives and Persons to whom the
         Purchaser Parties may have syndicated all or part of their interests as
         permitted by Section 6.6(2) (the "SYNDICATED PARTIES") and their
         representatives shall be permitted to hold equity syndication
         discussions and negotiations with Persons identified in Part 3 of
         Schedule G and any other Persons who are not identified in Part 1 or
         Part 2 of Schedule G.

(4)      After the Company Meeting, the Purchaser Parties and the Syndicated
         Parties and their representatives shall be permitted to commence any
         form of equity syndication or equity syndication discussions and
         negotiations with any Person, including Persons who are identified in
         Part 1 and Part 2 of Schedule G.

(5)      For the purposes of this Section 6.6, "equity syndication" by any
         Purchaser Party or Syndicated Party and similar terms includes any
         discussion or inquiry by that Purchaser Party or Syndicated Party,
         whether or not solicited or initiated by that Purchaser Party or
         Syndicated Party, or any of its representatives, relating to any other
         Person acquiring, directly or indirectly, any equity interest in the
         Company or the Purchaser Party or Syndicated Party (or in any other
         Person that beneficially owns a material equity interest in the
         Purchaser Party or Syndicated Party), whether or not such equity


                                       39
<PAGE>
         interest is already outstanding or issued, and including any right to
         acquire any such equity interest or any direct or indirect interest in
         any such equity interest.

(6)      Notwithstanding anything to the contrary in this Section 6.6, no
         syndication by the Purchaser Parties or Syndicated Parties shall be
         permitted that would reasonably be expected to impair, impede or
         materially delay the receipt of any Key Regulatory Approval.

(7)      The written consent of the Purchaser Party shall be required for the
         syndication of equity by any Person to whom equity has been syndicated
         by that Purchaser Party pursuant to this Section 6.6.

(8)      The amount of equity that may be syndicated by the Purchaser Parties
         shall be subject to the following limitations:

         (a)      there shall be no limit on the amount of equity that the
                  Purchaser Parties may syndicate to Persons identified in Part
                  3 of Schedule G or other Persons not identified in Part 1 or 2
                  of Schedule G; and

         (b)      the collective syndication of equity by the Purchaser Parties
                  to Persons identified in Parts 1 and 2 of Schedule G shall be
                  subject to one of the following limitations, at the election
                  of the Purchaser made by notice in writing to the Company
                  prior to any equity syndication to such Persons:

                  (i)      a maximum of $2 billion in the aggregate to one or
                           more of the Persons identified in Part 1 of Schedule
                           G, plus a maximum of $750 million in the aggregate to
                           one or more of the Persons identified in Part 2 of
                           Schedule G; or

                  (ii)     a maximum of $2 billion of equity in the aggregate to
                           one or more of the Persons identified in Part 2 of
                           Schedule G, plus a maximum of $750 million to one or
                           more of the Persons identified in Part 1 of Schedule
                           G.

(9)      Notwithstanding anything in the foregoing to the contrary, the Company
         may change, modify, eliminate or amend in any respect any of this
         Section 6.6 if, in the good faith judgment of the Board, such changes,
         modifications, elimination or amendments are in the best interests of
         the Company and the Affected Shareholders; provided, however, that no
         such changes, modifications, eliminations or amendments shall be
         adverse to the Purchaser Parties.


                                    ARTICLE 7
                                MUTUAL COVENANTS

SECTION 7.1       REGARDING THE ARRANGEMENT

(1)      Subject to the terms and conditions of this Agreement, the Purchaser
         Parties and the Company shall use their reasonable best efforts to
         take, or cause to be taken, all actions and to do, or cause to be done,


                                       40
<PAGE>
         all things necessary, proper or advisable under Applicable Law to
         consummate the transactions contemplated by this Agreement as soon as
         practicable, including:

         (a)      preparing and filing as promptly as practicable, and in any
                  event by no later than thirty days from the date of the
                  Agreement, a pre-merger notification filing under the
                  Competition Act and a request for an advance ruling
                  certificate pursuant to Section 102 of the Competition Act, an
                  appropriate filing of a Notification and Report Form pursuant
                  to the HSR Act, the CRTC Applications, the FCC Applications
                  and the Industry Canada Applications, and preparing and filing
                  as promptly as practicable, and in any event by no later than
                  the earlier of (i) sixty days from the date of the Agreement,
                  or (ii) within such time as requested by the applicable
                  Governmental Authority, all other necessary documents,
                  registrations, statements, petitions, filings and applications
                  for the Key Regulatory Approvals;

         (b)      preparing and filing as promptly as practicable all necessary
                  documents, registrations, statements, petitions, filings and
                  applications for the Additional Regulatory Approvals;

         (c)      using their reasonable best efforts to obtain and maintain all
                  approvals, clearances, consents, registrations, permits,
                  authorizations and other confirmations required to be obtained
                  from any Governmental Authority or other third party that are
                  necessary, proper or advisable to consummate the transactions
                  contemplated by this Agreement, including the Key Regulatory
                  Approvals;

         (d)      using reasonable best efforts to oppose, lift or rescind any
                  injunction or restraining or other order seeking to stop, or
                  otherwise adversely affecting its ability to consummate, the
                  Arrangement and to defend, or cause to be defended, any
                  Proceedings to which it is a party or brought against it or
                  its directors or officers challenging this Agreement or the
                  consummation of the transactions contemplated hereby; and

         (e)      carrying out the terms of the Interim Order and Final Order
                  applicable to it and using reasonable best efforts to comply
                  promptly with all requirements which Applicable Laws may
                  impose on it or its Subsidiaries or affiliates with respect to
                  the transactions contemplated hereby.

(2)      Subject to the express provisions of Section 7.2, Section 7.3 and
         Section 7.4 hereof, the Parties shall co-operate in the preparation of
         any application for the Regulatory Approvals and any other orders,
         clearances, consents, rulings, exemptions, no-action letters and
         approvals reasonably deemed by either the Purchaser or the Company to
         be necessary to discharge their respective obligations under this
         Agreement or otherwise advisable under Applicable Laws in connection
         with the Arrangement and this Agreement. In connection with the
         foregoing, each Party shall furnish, on a timely basis, and in any
         event within 15 days of a request for same by the other Party or by any
         Governmental Authority, all information as may be reasonably required
         to effectuate the foregoing actions, and each covenants that, to its
         knowledge, no information so furnished by it in writing will contain a
         misrepresentation.

                                       41
<PAGE>
(3)      Subject to Applicable Laws and to the express provisions of Section
         7.2, Section 7.3 and Section 7.4 hereof, the Purchaser and the Company
         shall cooperate with and keep each other fully informed as to the
         status of and the processes and proceedings relating to obtaining the
         Regulatory Approvals, and shall promptly notify each other of any
         communication from any Governmental Authority in respect of the
         Arrangement or this Agreement, and shall not make any submissions or
         filings, participate in any meetings or any material conversations with
         any Governmental Authority in respect of any filings, investigations or
         other inquiries related to the Arrangement or this Agreement unless it
         consults with the other Party in advance and, to the extent not
         precluded by such Governmental Authority, gives the other Party the
         opportunity to review drafts of any submissions or filings, or attend
         and participate in any communications or meetings. Notwithstanding the
         foregoing, submissions, filings or other written communications with
         any Governmental Authority may be redacted as necessary before sharing
         with the other Party to address reasonable attorney-client or other
         privilege or confidentiality concerns, provided that external legal
         counsel to the Purchaser and the Company shall receive non-redacted
         versions of drafts or final submissions, filings or other written
         communications to any Governmental Authority on the basis that the
         redacted information will not be shared with their respective clients.

(4)      Each of the Purchaser and the Company will promptly notify the other if
         at any time before the Effective Time it becomes aware that:

         (a)      any application for a Regulatory Approval or other filing
                  under Applicable Laws made in connection with this Agreement,
                  the Arrangement or the transactions contemplated herein
                  contains a misrepresentation; or

         (b)      any Regulatory Approval or other order, clearance, consent,
                  ruling, exemption, no-action letter or other approval applied
                  for as contemplated herein which has been obtained contains or
                  reflects or was obtained following submission of any
                  application, filing, document or submission as contemplated
                  herein that contained a misrepresentation,

         such that an amendment or supplement to such application, filing,
         document or submission or order, clearance, consent, ruling, exemption,
         no-action letter or approval may be necessary or advisable. In such
         case, the Parties will cooperate in the preparation of such amendment
         or supplement as required.

(5)      Notwithstanding anything in this Agreement to the contrary, if any
         objections are asserted with respect to the transactions contemplated
         hereby under any applicable Competition Law or Telecom Law, or if any
         Proceeding is instituted or threatened by any Governmental Authority
         challenging or which could lead to a challenge of any of the
         transactions contemplated hereby as violative of or not in compliance
         with the requirements of any applicable Competition Law or Telecom Law,
         the Company and the Purchaser shall use their reasonable best efforts
         to resolve such Proceeding so as to allow the Effective Time to occur
         prior to the Outside Date.

(6)      Without limiting the generality of the foregoing, in addition to using
         their reasonable best efforts to obtain the Competition Act Compliance,
         the Purchaser Parties shall, and shall cause their Subsidiaries and
         affiliates to, take any and all steps necessary to obtain the


                                       42
<PAGE>
         Competition Act Compliance, including, without limitation, agreeing in
         respect of any of the businesses, properties, assets, rights or
         interests of the Purchaser Parties and their Subsidiaries and
         affiliates (including any businesses, properties, assets, rights or
         interests acquired or to be acquired by the Purchaser contemplated
         hereby): (a) to any and all divestitures, licensing, hold separate or
         similar arrangements with respect to assets or conduct of business
         arrangements; (b) to terminate any and all existing relationships and
         contractual rights and obligations; (c) to commit to, enter into,
         register or effect any and all undertakings or consent agreements; and
         (d) to satisfy, assent to and/or comply with the terms and conditions
         of any licence or permit transfer or approval, in each such case
         without any reduction of the Consideration provided that the taking of
         any and all steps necessary to obtain the Competition Act Compliance
         shall not require the Purchaser Parties to accede to any request to
         modify the amount of equity invested or the percentage of equity
         ownership in the Purchaser on the part of any of the Equity Sponsors.

(7)      For greater certainty, for the purposes of obtaining the FCC Approval,
         reasonable best efforts shall include without limitation agreeing to
         comply with any request of an United States Governmental Authority to
         enter into a network security agreement or letter of assurance
         concerning law enforcement and security matters that is in form and
         substance similar to such agreements or letters on file at the FCC
         involving similar businesses in similar circumstances.

(8)      The Purchaser shall pay all filings fees, if any, required in
         connection with obtaining the HSR Approval and the Competition Act
         Compliance.

SECTION 7.2       INDUSTRY CANADA MATTERS

(1)      The Purchaser and the Company each will use their reasonable best
         efforts to take, or cause to be taken, all actions and to do, or cause
         to be done, and to assist and cooperate with each other in doing, all
         things necessary, proper or advisable under Applicable Law to obtain
         Industry Canada Approvals. Subject to the provisions of this Section
         7.2, the Company shall cause the Industry Canada Licensees to, as soon
         as reasonably practicable following the date hereof, and in any event
         by not later than forty-five days from the date of the Agreement,
         prepare and file the Industry Canada Applications, and in any event by
         not later than thirty days from the date of the Agreement, notify
         Industry Canada of the transactions contemplated herein pursuant to any
         licences from Industry Canada held by the Company and its affiliates
         requiring such notification. To the extent that Industry Canada takes
         the position that its prior approval is required pursuant to any
         licence so requiring notification of the transactions contemplated
         herein, the definition of "INDUSTRY CANADA LICENCES" shall be amended
         to include such licence. The Purchaser and the Company shall at all
         times reasonably cooperate with each other with respect to the
         preparation of the Industry Canada Applications, provided that the
         Company and the Industry Canada Licensees shall prepare and have
         control over such applications and the process related thereto.

(2)      The Company and the Industry Canada Licensees shall diligently pursue
         the Industry Canada Applications on the terms set forth in such
         applications which shall be consistent with the terms of this


                                       43
<PAGE>
         Agreement. The Company shall cause the Industry Canada Licensees to
         request that the Industry Canada Applications be processed by Industry
         Canada on an expedited basis.

(3)      The Purchaser shall, after consultation with the Industry Canada
         Licensees and the Company, and in any event by not later than sixty
         days from the date of the Agreement, diligently file with Industry
         Canada any information, documentation, corporate by-laws, unanimous
         shareholders agreements or any other such information which Industry
         Canada requires to be filed in connection with the Industry Canada
         Applications including as to whether the Purchaser complies with
         Canadian foreign ownership and control requirements under applicable
         Telecom Laws, and shall consider in good faith any suggestions made by
         the Company in connection therewith. In particular, the Purchaser shall
         immediately provide the Company with copies of any written
         correspondence received by the Purchaser or its counsel from Industry
         Canada in connection with the transactions contemplated hereby, and a
         complete copy of any response to Industry Canada as soon as practicable
         after it is sent.

(4)      Subject to Applicable Laws, representatives of the Purchaser designated
         by the Purchaser from time to time shall have the right to attend all
         material meetings and to participate in all material conference
         telephone calls that are attended by or participated in by
         representatives of the Company or the Industry Canada Licensees, on the
         one hand, and of Industry Canada, on the other hand, in connection with
         the Industry Canada Applications.

(5)      The Purchaser shall pay all filing fees, if any, required in connection
         with the making of the Industry Canada Applications.

(6)      None of the Parties shall take any action that will have the effect of
         delaying, impairing or impeding the approval of the Industry Canada
         Applications.

SECTION 7.3       FCC MATTERS

(1)      The Purchaser and the Company will each use their reasonable best
         efforts to take, or cause to be taken, all actions and to do, or cause
         to be done, and to assist and cooperate with each other in doing, all
         things necessary, proper or advisable under Applicable Law to obtain
         the FCC Approval. In furtherance and not in limitation of the
         foregoing, each Party agrees to make or cause to be made any
         appropriate filing or filings that are required by or advisable under
         the United States Communications Act (including the rules, regulations
         and policies promulgated there under by the FCC) as promptly as
         practicable, and in any event by no later than forty-five days from the
         date of the Agreement, and to supply as promptly as practicable, and in
         any event within 15 days of such request, any additional information
         and documentary material that may be requested pursuant to the United
         States Communications Act or by any Governmental Authority of the
         United States participating in a review of such filing or filings
         pursuant to the United States Communications Act.

(2)      The Purchaser and the Company, in connection with the foregoing, shall
         each use their reasonable best efforts to:


                                       44
<PAGE>
         (a)      cooperate to prosecute the FCC Applications with reasonable
                  diligence and otherwise use reasonable best efforts to obtain
                  the FCC Approval as expeditiously as practicable, including
                  the exercise of reasonable diligence to comply with any
                  request from the FCC or any other Governmental Authority of
                  the United States for additional documents, information or
                  materials;

         (b)      cooperate in all respects with each other in connection with
                  any filing or submission in connection with the FCC
                  Applications;

         (c)      notify each other promptly following any communication
                  received by, or given to, the FCC or any other Governmental
                  Authority of the United States in connection with the FCC
                  Applications and of any communication received or given in
                  connection with any Proceeding by a private party relating
                  thereto and, in each case, provide each other with a copy of
                  any such written communication promptly after the receipt
                  thereof; and

         (d)      oppose any petitions to deny or other objections filed with
                  respect to the FCC Applications, including any administrative
                  or judicial review and any request for reconsideration or
                  review of any FCC Approval.

(3)      The Parties shall request that the FCC Applications be processed by the
         FCC on an expedited basis.

(4)      Each of the Purchaser and the Company shall take or cause to be taken
         all actions necessary, appropriate or desirable to permit the FCC to
         approve in a timely fashion the FCC Applications including using its
         reasonable best efforts to resolve such objections, if any, as may be
         asserted by any Governmental Authority of the United States
         participating in a review of such FCC Applications under the United
         States Communications Act.

(5)      Representatives of each of the Parties shall have the right, subject to
         Applicable Law, to attend all material meetings and to participate in
         all material conference calls that are attended by or participated in
         by representatives of the other Party, on the one hand, and of the FCC
         or any Governmental Authority of the United States participating in a
         review of such FCC Applications under the United States Communications
         Act, on the other hand.

(6)      None of the Parties shall take any action that will have the effect of
         delaying, impairing or impeding the approval of the FCC Applications.

(7)      The Purchaser shall pay all filing fees, if any, required in connection
         with the making of the FCC Applications.

SECTION 7.4       CRTC MATTERS

(1)      The Purchaser and the Company will each use their reasonable best
         efforts to take, or cause to be taken, all actions and to do, or choose
         to be done, and to assist and cooperate with each other in doing, all
         things necessary, proper or advisable under Applicable Law to obtain
         CRTC Approval. Subject to the provisions of this Section 7.4, the
         Company shall cause the CRTC Licensees to, as soon as reasonably


                                       45
<PAGE>
         practicable following the date hereof, and in any event by not later
         than forty-five days from the date of the Agreement, prepare and file
         the CRTC Applications. The Purchaser and the Company shall at all times
         reasonably cooperate with each other with respect to preparing the CRTC
         Applications, provided that the CRTC Licensees shall prepare and have
         control over such applications, including the presentation of any
         application at any public hearing held to consider it, if applicable,
         subject to the participation of and consultation with the Purchaser.

(2)      The Company and the CRTC Licensees shall diligently pursue the CRTC
         Applications on the terms set forth in such applications which shall be
         consistent with the terms of this Agreement. The Company shall, and
         shall cause the CRTC Licensees to, request that the CRTC Applications
         be processed by the CRTC on an expedited basis.

(3)      The Company shall inform the Purchaser or its counsel on a regular
         basis as to the status of the processing of the CRTC Applications by
         the CRTC and shall immediately provide the Purchaser or its counsel
         with copies of any written correspondence from or to the CRTC in
         connection with the CRTC Applications.

(4)      The Purchaser shall, after consultation with the CRTC Licensees and the
         Company, and in any event by not later than the earlier of sixty days
         from the date of the Agreement or within any applicable time limits
         established by the CRTC, diligently file with the CRTC any information,
         documentation, corporate by-laws, unanimous shareholders agreements or
         any other such information which the CRTC requires to be filed in
         connection with the CRTC Applications including as to whether the
         Purchaser complies with Canadian foreign ownership and control
         requirements under applicable Telecom Laws, and shall consider in good
         faith any suggestions made by the Company in connection therewith. In
         particular, the Purchaser shall immediately provide the Company with
         copies of any correspondence from the CRTC in connection with the
         transactions contemplated hereby, and a complete copy of any response
         to the CRTC as soon as practicable after it is sent.

(5)      Subject to Applicable Laws, representatives of the Purchaser designated
         by the Purchaser from time to time shall have the right to attend all
         material meetings and to participate in all material conference
         telephone calls that are attended by or participated in by
         representatives of the Company or the CRTC Licensees, on the one hand,
         and of the CRTC, on the other hand, in connection with the CRTC
         Applications.

(6)      None of the Parties shall take any action that will have the effect of
         delaying, impairing or impeding the approval of the CRTC Applications.

SECTION 7.5       PUBLIC COMMUNICATIONS

         The Parties agree to co-operate in the preparation of presentations, if
any, to Shareholders regarding the Arrangement. None of the Company or the
Purchaser Parties shall issue any press release relating to this Agreement or
the Arrangement without the consent of the Parties hereto (which consent shall
not be unreasonably withheld, conditioned or delayed) and the Company shall not
make any filing with any Governmental Authority with respect thereto (other than
under Competition Laws or as required under Securities Laws) without the consent
of the Purchaser (which shall not be unreasonably withheld, conditioned or


                                       46
<PAGE>
delayed) and the Purchaser shall not make any filing with any Governmental
Authority in connection with the Arrangement without the consent of the Company
(which shall not be unreasonably withheld, conditioned or delayed); provided,
however, that the foregoing shall be subject to the Company's overriding
obligation to make any disclosure or filing required under Applicable Laws, and
in such circumstances the Company shall use its reasonable best efforts to give
prior oral or written notice to the Purchaser and reasonable opportunity for the
Purchaser to review or comment on the disclosure or filing (other than with
respect to confidential information contained in such disclosure or filing), and
if such prior notice is not possible, to give such notice immediately following
the making of any such disclosure or filing; provided, however, that the Company
shall have no obligation to consult with the Purchaser or any Purchaser Party
prior to making any disclosure related to an Acquisition Proposal or a Change in
Recommendation.

SECTION 7.6       NOTICE AND CURE PROVISIONS

(1)      Each Party will give prompt notice to the other of the occurrence, or
         failure to occur, at any time from the date hereof until the earlier to
         occur of the termination of this Agreement and the Effective Time of
         any event or state of facts which occurrence or failure would, or would
         be likely to:

         (a)      cause any of the representations or warranties of such Party
                  contained herein to be untrue or inaccurate in any material
                  respect on the date hereof or at the Effective Time; or

         (b)      result in the failure to comply with or satisfy any covenant,
                  condition or agreement to be complied with or satisfied by
                  such Party hereunder prior to the Effective Time.

(2)      The Purchaser may not exercise its right to terminate this Agreement
         pursuant to Section 9.1(1)(c)(ii) and the Company may not exercise its
         right to terminate this Agreement pursuant to Section 9.1(1)(d)(ii)
         unless the Party seeking to terminate the Agreement shall have
         delivered a written notice to the other Party specifying in reasonable
         detail all breaches of covenants, representations and warranties or
         other matters which the Party delivering such notice is asserting as
         the basis for the termination right. If any such notice is delivered,
         provided that a Party is proceeding diligently to cure such matter and
         such matter is capable of being cured, no Party may exercise such
         termination right until the earlier of (i) the Outside Date, and (ii)
         the date that is 30 Business Days following receipt of such notice by
         the Party to whom the notice was delivered, if such matter has not been
         cured by such date. If such notice has been delivered prior to the date
         of the Company Meeting, such meeting shall, unless the Parties agree
         otherwise, be postponed or adjourned until the expiry of such period
         (without causing any breach of any other provision contained herein).

SECTION 7.7       ACCESS TO INFORMATION; CONFIDENTIALITY

(1)      From the date hereof until the earlier of the Effective Time and the
         termination of this Agreement, subject to compliance with Applicable
         Law and the terms of any existing Contracts, the Company shall:


                                       47
<PAGE>
         (a)      give to the Purchaser and its representatives (including
                  financing sources) reasonable access to the offices,
                  properties, books and records of the Company and its
                  Subsidiaries; and

         (b)      furnish to the Purchaser and its representatives such
                  financial and operating data and other information as such
                  Persons may reasonably request.

(2)      Any investigation pursuant to this Section 7.7 shall be conducted
         during normal business hours and in such manner as not to interfere
         unreasonably with the conduct of the business of the Company and its
         Subsidiaries. Neither the Purchaser nor any of its representatives will
         contact officers or employees of the Company or any of its Subsidiaries
         except after prior consultation with Siim Vanaselja.

(3)      Notwithstanding Section 7.7(1) or any other provision of this
         Agreement, the Company shall not be obligated to provide access to, or
         to disclose, any information to the Purchaser if the Company reasonably
         determines that such access or disclosure would jeopardize any
         privilege claim by the Company or any of its Subsidiaries.

(4)      For greater certainty, the Purchaser Parties shall treat, and shall
         cause their respective representatives to treat, all information
         furnished to the Purchaser Parties or any of such representatives in
         connection with the transactions contemplated by this Agreement or
         pursuant to the terms of this Agreement in accordance with the terms of
         the Confidentiality Agreements. Without limiting the generality of the
         foregoing, the Purchaser Parties acknowledge and agree that the Company
         Disclosure Letter and all information contained in it is confidential
         and shall be treated in accordance with the terms of the
         Confidentiality Agreements.

SECTION 7.8       EMPLOYEE MATTERS

         From and after the Effective Time, the Purchaser shall honour and
perform, or cause the Company to honour and perform, all of the obligations of
the Company and any of its Subsidiaries under employment and other agreements
with current or former employees, and for a period of 12 months following the
Effective Time shall provide Company Employees with benefits that are
substantially equivalent to those provided by the Company under the Employee
Plans; provided that no provision of this Section 7.8 shall give any employees
of the Company or any of its Subsidiaries any right to continued employment or
impair in any way the right of the Company or any of its Subsidiaries to
terminate the employment of any employees.


                                    ARTICLE 8
                                   CONDITIONS

SECTION 8.1       MUTUAL CONDITIONS PRECEDENT

         The obligations of the Parties to complete the transactions
contemplated by this Agreement are subject to the fulfillment, on or before the
Effective Time, of each of the following conditions precedent, each of which may
only be waived with the mutual consent of the Parties:


                                       48
<PAGE>
         (a)      the Arrangement Resolution shall have been approved and
                  adopted by the Affected Shareholders at the Company Meeting in
                  accordance with the Interim Order;

         (b)      the Interim Order and the Final Order shall each have been
                  obtained on terms consistent with the Agreement, and shall not
                  have been set aside or modified in a manner unacceptable to
                  the Company and the Purchaser, acting reasonably, on appeal or
                  otherwise;

         (c)      no Applicable Law (with the exception of any Applicable Law
                  relating to any outstanding Additional Regulatory Approvals)
                  shall be in effect that makes the consummation of the
                  Arrangement illegal or otherwise prohibited or enjoins the
                  Company or the Purchaser from consummating the Arrangement;

         (d)      the Key Regulatory Approvals shall have been obtained;

         (e)      this Agreement shall not have been terminated in accordance
                  with its terms; and

         (f)      the Purchaser and the Company shall have received an opinion
                  at the Effective Time from a nationally recognized valuation
                  firm engaged by the Purchaser and agreed to by the Company,
                  acting reasonably to the effect that the Company will, subject
                  to certain qualifications, be Solvent as of the Effective Time
                  and immediately after the consummation of the transactions
                  contemplated by the Plan of Arrangement.

SECTION 8.2       ADDITIONAL CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE
                  PURCHASER

         The obligations of the Purchaser to complete the transactions
contemplated by this Agreement shall also be subject to the fulfillment of each
of the following conditions precedent (each of which is for the exclusive
benefit of the Purchaser and may be waived by the Purchaser):

         (a)      all covenants of the Company under this Agreement to be
                  performed on or before the Effective Time shall have been duly
                  performed by the Company in all material respects, and the
                  Purchaser shall have received a certificate of the Company
                  addressed to the Purchaser and dated the Effective Time,
                  signed on behalf of the Company by two senior executive
                  officers of the Company (on the Company's behalf and without
                  personal liability), confirming the same as at the Effective
                  Date; and

         (b)      the representations and warranties of the Company set forth in
                  this Agreement shall be true and correct in all respects,
                  without regard to any materiality or Material Adverse Effect
                  qualifications contained in them as of the Effective Time, as
                  though made on and as of the Effective Time (except for
                  representations and warranties made as of a specified date,
                  the accuracy of which shall be determined as of that specified
                  date), except where the failure or failures of all such
                  representations and warranties to be so true and correct in
                  all respects would not reasonably be expected to have a
                  Material Adverse Effect, provided that the representations and


                                       49
<PAGE>
                  warranties of the Company set out in paragraphs (b), (e) and
                  (j)(ii) and (aa) of Schedule E shall be true and correct in
                  all material respects, other than where such variations result
                  from actions expressly permitted by Section 5.1; and the
                  Purchaser shall have received a certificate of the Company
                  addressed to the Purchaser and dated the Effective Time,
                  signed on behalf of the Company by two senior executive
                  officers of the Company (on the Company's behalf and without
                  personal liability), confirming the same as at the Effective
                  Date.

SECTION 8.3       ADDITIONAL CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE
                  COMPANY

         The obligations of the Company to complete the transactions
contemplated by this Agreement shall also be subject to the following conditions
precedent (each of which is for the exclusive benefit of the Company and may be
waived by the Company):

         (a)      all covenants of the Purchaser Parties under this Agreement to
                  be performed on or before the Effective Time shall have been
                  duly performed by the Purchaser Parties in all material
                  respects, and the Company shall have received a certificate of
                  the Purchaser, addressed to the Company and dated the
                  Effective Time, signed on behalf of the Purchaser by two of
                  its senior executive officers (on the Purchaser's behalf and
                  without personal liability), confirming the same as of the
                  Effective Date;

         (b)      the representations and warranties of the Purchaser set forth
                  in this Agreement shall be true and correct in all material
                  respects as of the Effective Time as though made on and as of
                  the Effective Time (except for representations and warranties
                  made as of a specified date, the accuracy of which shall be
                  determined as of that specified date, and except in each case,
                  for those representations and warranties that are subject to a
                  materiality qualification, which must be true and correct in
                  all respects), and the Company shall have received a
                  certificate of the Purchaser, addressed to the Company and
                  dated the Effective Time, signed on behalf of the Purchaser by
                  two senior executive officers of the Purchaser (on the
                  Purchaser's behalf and without personal liability), confirming
                  the same as at the Effective Date; and

         (c)      the Purchaser shall have deposited or caused to be deposited
                  with the Depositary in escrow (the terms and conditions of
                  such escrow to be satisfactory to the Company, acting
                  reasonably) in accordance with Section 2.9 the funds required
                  to effect payment in full of the aggregate Consideration to be
                  paid pursuant to the Arrangement and the Depositary shall have
                  confirmed to the Company receipt of these funds.

SECTION 8.4       SATISFACTION OF CONDITIONS

         The conditions precedent set out in Section 8.1, Section 8.2 and
Section 8.3 shall be conclusively deemed to have been satisfied, waived or
released when the Certificate of Arrangement is issued by the Director. For
greater certainty, and notwithstanding the terms of any escrow arrangement
entered into between the Purchaser and the Depositary, all funds held in escrow


                                       50
<PAGE>
by the Depositary pursuant to Section 2.9 hereof shall be deemed to be released
from escrow when the Certificate of Arrangement is issued by the Director.


                                    ARTICLE 9
                                   TERMINATION

SECTION 9.1       TERMINATION

(1)      This Agreement may be terminated and the Arrangement may be abandoned
         at any time prior to the Effective Time (notwithstanding any approval
         of this Agreement or the Arrangement Resolution or the Arrangement by
         the Affected Shareholders and/or the Court):

         (a)      by mutual written agreement of the Company and the Purchaser;
                  or

         (b)      by either the Company or the Purchaser, if:

                  (i)      the Effective Time shall not have occurred on or
                           before the Outside Date, except that the right to
                           terminate this Agreement under this Section
                           9.1(1)(b)(i) shall not be available to any Party
                           whose failure (or, in the case of Purchaser, the
                           failure of any Purchaser Party) to fulfill any of its
                           obligations has been the cause of, or resulted in,
                           the failure of the Effective Time to occur by such
                           date;

                  (ii)     after the date hereof, there shall be enacted or made
                           any Applicable Law (or any such Applicable Law shall
                           have been amended) that makes consummation of the
                           Arrangement illegal or otherwise prohibited or
                           enjoins the Company or the Purchaser from
                           consummating the Arrangement and such Applicable Law
                           (if applicable) or enjoinment shall have become final
                           and non-appealable; or

                  (iii)    the Arrangement Resolution shall have failed to
                           receive the requisite vote of the Affected
                           Shareholders for approval at the Company Meeting
                           (including any adjournment or postponement thereof)
                           in accordance with the Interim Order;

         (c)      by the Purchaser, if:

                  (i)      prior to obtaining the approval of the Arrangement
                           Resolution by Affected Shareholders, (A) the Board
                           withdraws, amends, modifies or qualifies, in a manner
                           adverse to the Purchaser, the approval or
                           recommendation of the Board of the Arrangement (a
                           "CHANGE IN RECOMMENDATION") (it being understood that
                           publicly taking no position or a neutral position
                           with respect to an Acquisition Proposal for a period
                           of no more than ten Business Days following the
                           formal announcement thereof shall not be considered a
                           Change in Recommendation); or (B) the Company
                           wilfully and intentionally breaches Section 5.2(1) in
                           a material respect; or


                                       51
<PAGE>
                  (ii)     a breach of any representation or warranty or failure
                           to perform any covenant or agreement on the part of
                           the Company set forth in this Agreement shall have
                           occurred that would cause the conditions set forth in
                           Section 8.1 or Section 8.2 not to be satisfied, and
                           such conditions are incapable of being satisfied by
                           the Outside Date; provided that the Purchaser is not
                           then in breach of this Agreement so as to cause any
                           of the conditions set forth in Section 8.1 or Section
                           8.3 not to be satisfied; or

         (d)      by the Company, if:

                  (i)      the Board authorizes the Company, subject to
                           complying with the terms of Section 5.2(5) and
                           Section 10.6, to enter into a written agreement
                           concerning a Superior Proposal;

                  (ii)     a breach of any representation or warranty or failure
                           to perform any covenant or agreement on the part of
                           any of the Purchaser Parties set forth in this
                           Agreement shall have occurred that would cause the
                           conditions set forth in Section 8.1 or 8.3 not to be
                           satisfied, and such condition is incapable of being
                           satisfied by the Outside Date; provided that the
                           Company is not then in breach of this Agreement so as
                           to cause any of the conditions set forth in Section
                           8.1 or Section 8.2 not to be satisfied; or

                  (iii)    the Purchaser does not provide or cause to be
                           provided the Depositary with sufficient funds to
                           complete the transactions contemplated by the
                           Agreement as required pursuant to Section 2.9.

(2)      The Party desiring to terminate this Agreement pursuant to this Section
         9.1 (other than pursuant to Section 9.1(1)(a)) shall give notice of
         such termination to the other Party.

SECTION 9.2       EFFECT OF TERMINATION

         If this Agreement is terminated pursuant to Section 9.1, this Agreement
shall become void and of no effect without liability of any Party (or any
shareholder, director, officer, employee, agent, consultant or representative of
such Party) to any other Party hereto, except that the provisions of this
Section 9.2, Section 2.4(5), the second penultimate and penultimate sentences of
Section 5.3, Section 6.4(8), Section 7.7(4), Section 10.5, Section 10.6 and
Section 10.13 shall survive any termination hereof pursuant to Section 9.1(1).


                                    ARTICLE 10
                               GENERAL PROVISIONS

SECTION 10.1      STANDARD

         No representation or warranty of the Company contained in this
Agreement shall be deemed untrue or incorrect for any purpose under this
Agreement, and the Company shall not be deemed to have breached a representation
or warranty for any purpose under this Agreement, in any case as a consequence
of the existence or absence of any fact, circumstance or event unless such fact,
circumstance or event, individually or when taken together with all other facts,
circumstances or events inconsistent with any representations or warranties
contained in this Agreement, has had or would be reasonably expected to have a


                                       52
<PAGE>
Material Adverse Effect with respect to the Company (disregarding for purposes
of this Section 10.1 any materiality or Material Adverse Effect qualification
contained in any such representations or warranties).

SECTION 10.2      AMENDMENTS

         This Agreement and the Plan of Arrangement may, at any time and from
time to time before or after the holding of the Company Meeting but not later
than the Effective Time, be amended by mutual written agreement of the Parties,
and any such amendment may, subject to the Interim Order and Final Order and
Applicable Laws, without limitation:

         (a)      change the time for performance of any of the obligations or
                  acts of the Parties;

         (b)      modify any representation or warranty contained herein or in
                  any document delivered pursuant hereto;

         (c)      modify any of the covenants herein contained and waive or
                  modify performance of any of the obligations of the Parties;
                  and/or

         (d)      modify any mutual conditions precedent herein contained.

SECTION 10.3      WAIVER

         No waiver of any of the provisions of this Agreement shall be deemed to
constitute a waiver of any other provision (whether or not similar) or a future
waiver of the same provisions, nor shall such waiver be binding unless executed
in writing by the Party to be bound by the waiver. No failure or delay by any
Party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by Applicable Law.

SECTION 10.4      NOTICES

         All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made as of
the date delivered or sent if delivered personally or sent by electronic mail,
or as of the following Business Day if sent by prepaid overnight courier, to the
Parties at the following addresses (or at such other addresses as shall be
specified by either Party by notice to the other given in accordance with these
provisions):

         (a)      if to the Purchaser:

                  Ontario Teachers' Pension Plan Board
                  5650 Yonge Street
                  Toronto, Ontario  M2M 4H5

                  Attention:  Dean Metcalf
                  Email:      dean_metcalf@otpp.com


                                       53
<PAGE>
                  and to:

                  Providence Equity Partners Inc.
                  50 Kennedy Plaza, 18th Floor
                  Providence, RI  02903

                  Attention:  Mark J. Masiello
                  Email:      m.masiello@provequity.com

                  and to:

                  Madison Dearborn Partners, LLC
                  Three First National Plaza, Suite 3800
                  Chicago, IL  60602

                  Attention:  James N. Perry, Jr.
                  Email:      JPerry@MDCP.com

                  with a copy (which shall not constitute notice) to:

                  Goodmans LLP
                  250 Yonge Street, Suite 2400
                  Toronto, Ontario  M5B 2M6

                  Attention:  Jonathan Lampe
                  Email:      jlampe@goodmans.ca

                  and to:

                  Weil, Gotshal & Manges LLP
                  50 Kennedy Plaza
                  Providence, RI  02903

                  Attention:  David Dufell
                  Email:      david.duffell@weil.com

         (b)      if to Company:

                  1000, rue de La Gauchetiere Ouest,
                  Bureau 3700
                  Montreal, Quebec
                  H3B 4Y7

                  Attention:  Chief Executive Officer
                  E-Mail:     michael.sabia@bell.ca


                                       54
<PAGE>
                  with a copy (which shall not constitute notice) to:

                  1000, rue de La Gauchetiere Ouest,
                  Bureau 3700
                  Montreal, Quebec
                  H3B 4Y7

                  Attention:  Chief Legal Officer
                  E-Mail:     martine.turcotte@bell.ca

SECTION 10.5      GOVERNING LAW

         This Agreement shall be governed, including as to validity,
interpretation and effect, by the laws of the Province of Quebec and the laws of
Canada applicable therein, and shall be construed and treated in all respects as
a Quebec contract. Each of the Parties hereby irrevocably attorns to the
exclusive jurisdiction of the Courts of the Province of Quebec in respect of all
matters arising under and in relation to this Agreement and the Arrangement.

SECTION 10.6      EXPENSES AND TERMINATION FEES

(1)      Except as otherwise provided herein, all costs and expenses incurred in
         connection with this Agreement shall be paid by the Party incurring
         such cost or expense.

(2)      If a Termination Fee Event occurs, the Company shall pay as directed by
         the Equity Sponsors jointly in writing (by wire transfer of immediately
         available funds) the Termination Fee in accordance with Section
         10.6(3). For the purposes of this Agreement, "TERMINATION FEE" means
         $800 million, less the amount of any non-resident withholding required
         by Applicable Laws relating to Taxes which is concurrently remitted by
         the Company to the relevant Governmental Authority, and "TERMINATION
         FEE EVENT" means the termination of this Agreement pursuant to:

         (a)      Section 9.1(1)(c)(i) or Section 9.1(1)(d)(i); or

         (b)      Section 9.1(1)(b)(iii) or Section 9.1(1)(c)(ii) (due to
                  willful and intentional breach or fraud), but only if, in the
                  case of this paragraph (b): (i) prior to the Company Meeting,
                  a bona fide Acquisition Proposal shall have been made or
                  publicly announced by any Person other than any Purchaser
                  Party; and (ii) within twelve months following the date of
                  such termination, such Person or any of its affiliates: (A)
                  directly or indirectly, in one or more transactions, acquires
                  the Company by arrangement or otherwise; (B) directly or
                  indirectly, in one or more transactions, acquires more than
                  50% of the total assets of the Company and its Subsidiaries,
                  taken as a whole; or (C) directly or indirectly, in one or
                  more transactions, acquires more than 50% of the outstanding
                  Common Shares; or (D) enters into a Contract (other than a
                  confidentiality agreement) with respect to the foregoing or
                  any other Acquisition Proposal. For purposes of the foregoing,
                  the term "Acquisition Proposal" shall have the meaning
                  assigned to such term in Section 1.1, except that references
                  to "20% or more" shall be deemed to be references to 50% or
                  more.

                                       55
<PAGE>
(3)      If a Termination Fee Event occurs due to a termination of this
         Agreement by the Company pursuant to Section 9.1(1)(d)(i), the
         Termination Fee shall be paid simultaneously with the occurrence of
         such Termination Fee Event. If a Termination Fee Event occurs due to a
         termination of this Agreement by the Purchaser pursuant to Section
         9.1(1)(c)(i), the Termination Fee shall be paid within two Business
         Days following such Termination Fee Event. If a Termination Fee Event
         occurs in the circumstances set out in Section 10.6(2)(b), the
         Termination Fee shall be paid upon the earlier of the closing of the
         applicable acquisition referred to therein or upon the entering into of
         the applicable Contract referred to therein.

(4)      Notwithstanding any other provision relating to the payment of
         expenses, costs or fees, the Company shall pay, or cause to be paid, to
         the Purchaser Parties in such proportions as directed by the Purchaser
         Parties jointly in writing, all reasonable documented expenses, costs
         and fees of the Purchaser Parties and their affiliates incurred in
         connection with the transactions contemplated hereby and related
         financings not to exceed $25 million if this Agreement shall have been
         terminated by the Purchaser or the Company pursuant to Section
         9.1(1)(b)(iii) and not to exceed $50 million if this Agreement shall
         have been terminated by the Purchaser pursuant to Section
         9.1(1)(c)(ii), such payment to be made within two Business Days of any
         such termination.

(5)      In no event shall the Company be required to pay under Section 10.6(2)
         or Section 10.6(3), on the one hand, and Section 10.6(4), on the other
         hand, in the aggregate, an amount in excess of the Termination Fee.

(6)      In the event that, prior to a Termination Fee Event, this Agreement is:

         (a)      terminated by the Company pursuant to Section 9.1(1)(d)(ii) or
                  Section 9.1(1)(d)(iii); or

         (b)      terminated by either the Company or the Purchaser pursuant to
                  Section 9.1(1)(b)(i) and all of the conditions referred to in
                  Section 8.1 and Section 8.2 (other than conditions that are
                  satisfied by their nature at the Effective Time or conditions
                  set forth in Section 8.1 that are not satisfied as a result of
                  any Purchaser Party having failed to comply with its
                  obligations hereunder) have been waived or satisfied;

         then, in any such case, the Purchaser will pay or will cause to be paid
         to the Company by wire transfer in immediately available funds to an
         account designated by the Company an amount equal to $1 billion (the
         "BREAK-UP FEE"). Such payment will be due within two Business Days of
         such termination.

(7)      Each of the Parties acknowledges that the agreements contained in this
         Section 10.6 are an integral part of the transactions contemplated in
         this Agreement and that, without those agreements, the Parties would
         not enter into this Agreement. Each Party acknowledges that all of the
         payment amounts set out in this Section 10.6 are payments of liquidated
         damages which are a genuine pre-estimate of the damages which the Party
         entitled to such damages will suffer or incur as a result of the event
         giving rise to such payment and the resultant termination of this
         Agreement and are not penalties. Each Party irrevocably waives any


                                       56
<PAGE>
         right that it may have to raise as a defence that any such liquidated
         damages are excessive or punitive. Subject to Section 10.7, the Parties
         agree that the payment of an amount pursuant to Section 10.6 is the
         sole remedy of the Party receiving such payment, and where such payment
         has been paid in full the Party receiving such payment shall be
         precluded from any other remedy against the Party making such payment,
         at law or in equity or otherwise.

SECTION 10.7      INJUNCTIVE RELIEF

         The Parties agree that irreparable harm would occur for which money
damages would not be an adequate remedy at law in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
Parties shall be entitled to an injunction or injunctions and other equitable
relief to prevent breaches of this Agreement, any requirement for the securing
or posting of any bond in connection with the obtaining of any such injunctive
or other equitable relief hereby being waived.

SECTION 10.8      TIME OF ESSENCE

         Time is of the essence of this Agreement. The mere lapse of time in the
performance of the terms of this Agreement by any Party shall have the effect of
putting such Party in default in accordance with Articles 1594 to 1600 of the
Civil Code of Quebec.

SECTION 10.9      BINDING EFFECT

         This Agreement shall be binding on and shall enure to the benefit of
the Parties and their respective successors and permitted assigns, provided that
this Agreement may not be assigned or novated by any Party without the prior
written consent of the other.

SECTION 10.10     SEVERABILITY

         If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any Applicable Law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
Party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the Parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
Parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the fullest extent possible.

SECTION 10.11     NO THIRD PARTY BENEFICIARIES

         Except as provided in Section 6.2, which, without limiting their terms,
are intended as stipulations for the benefit of the third Persons mentioned
therein, and except for the rights of the Affected Shareholders to receive the
Consideration following the Effective Time pursuant to the Arrangement (for
which purpose the Company hereby confirms that it is acting as agent on behalf
of the Affected Shareholders), this Agreement is not intended to confer any
rights or remedies upon any Person other than the Parties to this Agreement. To
the fullest extent permitted by Applicable Law, each of the Purchaser and the
Company agrees that the stipulations for the benefit of third Persons set out in


                                       57
<PAGE>
Section 6.2 shall not be revoked, and that acceptance by such third Persons of
such stipulations shall be deemed to have occurred, without prejudice to their
right to accept in any other manner, through the fulfilment of their respective
duties and functions with the Company or its Subsidiaries until the end of the
Business Day following the execution of this Agreement, it being an essential
condition of this Agreement that the Persons intended to be beneficiaries of
such stipulations shall be entitled to all the rights and remedies available to
them thereunder and under Applicable Law.

SECTION 10.12     RULES OF CONSTRUCTION

         The Parties to this Agreement waive the application of any Applicable
Law or rule of construction providing that ambiguities in any agreement or other
document shall be construed against the party drafting such agreement or other
document.

SECTION 10.13     NO LIABILITY

         No director or officer of the Purchaser shall have any personal
liability whatsoever to the Company under this Agreement or any other document
delivered in connection with the transactions contemplated hereby on behalf of
the Purchaser. No director or officer of the Company or any of its Subsidiaries
shall have any personal liability whatsoever to the Purchaser under this
Agreement or any other document delivered in connection with the transactions
contemplated hereby on behalf of the Company or any of its Subsidiaries.

SECTION 10.14     LANGUAGE

         The Parties expressly acknowledge that they have requested that this
Agreement and all ancillary and related documents thereto be drafted in the
English language only. Les parties aux presentes reconnaissent avoir exige que
la presente entente et tous les documents qui y sont accessoires soient rediges
en anglais seulement.

SECTION 10.15     COUNTERPARTS, EXECUTION

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument. The Parties shall be entitled to rely
upon delivery of an executed facsimile or similar executed electronic copy of
this Agreement, and such facsimile or similar executed electronic copy shall be
legally effective to create a valid and binding agreement between the Parties.

         IN WITNESS WHEREOF the Purchaser and the Company have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.

                                      BCE INC.

                                      Per: /s/ Martine Turcotte
                                           ------------------------------------
                                           Authorized Signing Officer


                                       58
<PAGE>
                                      6796508 CANADA INC.,

                                      Per: /s/ Dean Metcalf
                                           ------------------------------------
                                           Authorized Signing Officer






























                                       59
<PAGE>
                                   SCHEDULE A
                               PLAN OF ARRANGEMENT

                      PLAN OF ARRANGEMENT UNDER SECTION 192
                     OF THE CANADA BUSINESS CORPORATIONS ACT

                                    ARTICLE 1
                                 INTERPRETATION

1.1      DEFINITIONS

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized
terms used but not defined shall have the meanings ascribed thereto in the
Definitive Agreement and the following terms shall have the following meanings
(and grammatical variations of such terms shall have corresponding meanings):

"APPLICABLE LAW" means, with respect to any Person, any domestic or foreign
federal, national, state, provincial or local law (statutory, common or
otherwise), constitution, treaty, convention, ordinance, code, rule, regulation,
order, injunction, judgment, decree, ruling or other similar requirement
enacted, adopted, promulgated or applied by a Governmental Authority that is
binding upon or applicable to such Person, as amended unless expressly specified
otherwise;

"ARRANGEMENT" means the arrangement under Section 192 of the CBCA on the terms
and subject to the conditions set out in this Plan of Arrangement, subject to
any amendments or variations thereto made in accordance with Section 10.2 of the
Definitive Agreement or this Plan of Arrangement or made at the direction of the
Court in the Final Order with the consent of the Company and the Purchaser, each
acting reasonably;

"ARRANGEMENT RESOLUTION" means the special resolution approving the Plan of
Arrangement presented to the Affected Shareholders at the Company Meeting;

"ARTICLES OF ARRANGEMENT" means the articles of arrangement of the Company in
respect of the Arrangement that are required by the CBCA to be sent to the
Director after the Final Order is made in order for the Arrangement to become
effective;

 "BCE AMALCO" means the corporation continuing upon the amalgamation of Subco
and the Company pursuant to step g) of Exhibit II;

 "BUSINESS DAY" means a day, other than a Saturday, Sunday or other day on which
commercial banks in Montreal, Quebec, Toronto, Ontario or New York, New York are
closed;

"CASH AMOUNT" means an amount in cash per Company Share as set out in Exhibit I;

"CBCA" means the Canada Business Corporations Act as now in effect and as it may
be amended from time to time prior to the Effective Date;

"COMMON SHARES" means the Common Shares in the capital of the Company;

"COMPANY" means BCE Inc., a corporation existing under the laws of Canada;

<PAGE>
"COMPANY CIRCULAR" means the notice of the Company Meeting and accompanying
management information circular, including all schedules, appendices and
exhibits thereto, sent to, among others, holders of Company Shares in connection
with the Company Meeting, as amended, supplemented or otherwise modified from
time to time;

"COMPANY MEETING" means the special meeting of holders of Company Shares
(including any adjournment or postponement thereof) called and held in
accordance with the Interim Order to consider the Arrangement Resolution;

"COMPANY SHARES" means, collectively, the Common Shares and the Preferred
Shares;

"COURT" means the Quebec Superior Court;

"DEFINITIVE AGREEMENT" means the definitive agreement made as of June 29, 2007
between the Purchaser and the Company (including the Schedules thereto) as it
may be amended, modified or supplemented from time to time in accordance with
its terms;

"DEPOSITARY" means Computershare Investor Services Inc., as depositary;

"DIRECTOR" means the Director appointed pursuant to Section 260 of the CBCA;

"DISSENT RIGHTS" has the meaning ascribed thereto in Section 3.1 hereof;

"DISSENTING SHAREHOLDER" means a holder of Company Shares who has duly exercised
its Dissent Rights and has not withdrawn or been deemed to have withdrawn such
exercise of Dissent Rights, but only in respect of the Company Shares in respect
of which Dissent Rights are validly exercised by such holder;

"ECP INTERESTS" means units (but, for greater certainty, not Options or any
interests in RSUs held by individuals eligible to participate in the Company's
retention plan) granted or issued under the Equity Compensation Plans;

"EFFECTIVE DATE" means the date shown on the Certificate of Arrangement giving
effect to the Arrangement;

"EFFECTIVE TIME" means 12:01 a.m. (Toronto time), or such other time as may be
specified in writing by the Company with the consent of the Purchaser, on the
Effective Date;

"EQUITY COMPENSATION PLANS" means, collectively, the BCE Inc. Long Term
Incentive (Stock Option) Program (1999), the BCE Inc. Replacement Stock Option
Plan (Plan of Arrangement 2000), the BCE Inc. Restricted Share Unit Plan for
Executives and Other Key Employees (2004), the BCE Inc. Share Unit Plan for
Senior Executives and Other Key Employees (1997), the BCE Inc. Share Unit Plan
for Non-Employee Directors (1997) and any other existing equity compensation
plan of the Company, in each case as amended from time to time;

"FINAL ORDER" means the final order of the Court in a form acceptable to the
Company and the Purchaser, acting reasonably, as contemplated by Section 2.5 of
the Definitive Agreement approving the Arrangement, as such order may be amended
by the Court (with the consent of both the Company and the Purchaser, each
acting reasonably) at any time prior to the Effective Date or, if appealed,


                                       2
<PAGE>
then, unless such appeal is withdrawn or denied, as affirmed or as amended
(provided that any such amendment is acceptable to both the Company and the
Purchaser, each acting reasonably) on appeal;

"GOVERNMENTAL AUTHORITY" means any (a) multinational, federal, national,
provincial, state, regional, municipal, local or other government, governmental
or public department, central bank, court, tribunal, arbitral body, commission,
board, bureau, ministry or agency, domestic or foreign, (b) any subdivision,
agent, commission, board, or authority of any of the foregoing, (c) any
quasi-governmental or private body exercising any regulatory, self regulatory,
expropriation or taxing authority under or for the account of any of the
foregoing, or (d) any stock exchange;

"HOLDERS" means (a) when used with reference to the Company Shares, except where
the context otherwise requires, the holders of Company Shares shown from time to
time in the registers maintained by or on behalf of the Company in respect of
the Company Shares, and (b) when used with reference to the ECP Interests, the
holders of ECP Interests shown from time to time in the registers or accounts
maintained by or on behalf of the Company in respect of the Equity Compensation
Plans;

"INTERIM ORDER" means the interim order of the Court in a form acceptable to the
Company and the Purchaser, acting reasonably, as contemplated by Section 2.2 of
the Definitive Agreement providing for, among other things, the calling and
holding of the Company Meeting, as the same may be amended by the Court with the
consent of the Company and the Purchaser, each acting reasonably;

"LIENS" means any hypothecations, mortgages, liens, charges, security interests,
pledges, claims, encumbrances and adverse rights or claims;

"LETTER OF TRANSMITTAL" means the letter of transmittal sent to holders of
Company Shares for use in connection with the Arrangement;

"OPTION" means an option to purchase Common Shares granted under any of the
Equity Compensation Plans;

"PERSON" includes any individual, firm, partnership, limited partnership,
limited liability partnership, joint venture, venture capital fund, limited
liability company, unlimited liability company, association, trust, trustee,
executor, administrator, legal personal representative, estate, body corporate,
corporation, company, unincorporated association or organization, Governmental
Authority, syndicate or other entity, whether or not having legal status;

"PLAN OF ARRANGEMENT" means this plan of arrangement proposed under Section 192
of the CBCA, and any amendments or variations thereto made in accordance with
the Definitive Agreement or this Plan of Arrangement or made at the direction of
the Court in the Final Order with the consent of the Company and the Purchaser,
each acting reasonably;

"PREFERRED SHARES" means the first preferred shares in the capital of the
Company and includes all series thereof;

"PURCHASER" means 6796508 Canada Inc., a corporation existing under the laws of
Canada;

                                       3
<PAGE>
 "SUBCO" has the meaning ascribed thereto in step f) of Exhibit II;

"SUBSIDIARY" has the meaning ascribed thereto in the Definitive Agreement; and

"TAX ACT" means the Income Tax Act (Canada) and the regulations made thereunder.

1.2      INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.

The division of this Plan of Arrangement into Articles, sections, and other
portions and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation hereof. Unless otherwise
indicated, all references to an "Article" or "section" followed by a number
and/or a letter refer to the specified Article or section of this Plan of
Arrangement. The terms "hereof", "herein" and "hereunder" and similar
expressions refer to this Plan of Arrangement and not to any particular Article,
section or other portion hereof.

1.3      RULES OF CONSTRUCTION.

In this Plan of Arrangement, unless the context otherwise requires, (a) words
importing the singular number include the plural and vice versa, (b) words
importing any gender include all genders, and (c) "include", "includes" and
"including" shall be deemed to be followed by the words "without limitation".

1.4      CURRENCY

Unless otherwise stated, all references in this Plan of Arrangement to sums of
money are expressed in lawful money of Canada and "$" refers to Canadian
dollars.

1.5      DATE FOR ANY ACTION

If the date on which any action is required or permitted to be taken hereunder
by a Person is not a Business Day, such action shall be required or permitted to
be taken on the next succeeding day which is a Business Day.

1.6      REFERENCES TO DATES, STATUTES, ETC.

In this Agreement, references from or through any date mean, unless otherwise
specified, from and including that date and/or through and including that date,
respectively.

In this Plan of Arrangement, unless something in the subject matter or context
is inconsistent therewith or unless otherwise herein provided, a reference to
any statute, regulation, direction or instrument is to that statute, regulation,
direction or instrument as now enacted or as the same may from time to time be
amended, re-enacted or replaced, and in the case of a reference to a statute,
includes any regulations, rules, policies or directions made thereunder. Any
reference in this Agreement to a Person includes its heirs, administrators,
executors, legal personal representatives, predecessors, successors and
permitted assigns. References to any contract are to that agreement or contract
as amended, modified or supplemented from time to time in accordance with its
terms.

                                       4
<PAGE>
1.7      TIME

Time shall be of the essence in every matter or action contemplated hereunder.
All times expressed herein are local time (Montreal, Quebec) unless otherwise
stipulated herein.

                                    ARTICLE 2
                                 THE ARRANGEMENT

2.1      DEFINITIVE AGREEMENT

This Plan of Arrangement is made pursuant to the Definitive Agreement.

2.2      BINDING EFFECT

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of
Arrangement and the issuance of the Certificate of Arrangement, will become
effective, and be binding on the Purchaser, the Company, all holders and
beneficial owners of Company Shares (including those described in Section 3.1),
Options and ECP Interests, at and after, the Effective Time without any further
act or formality required on the part of any Person, except as expressly
provided herein.

2.3      EFFECTIVE TIME

At the Effective Time the steps set out in Exhibit II shall occur and shall be
deemed to occur as set out in Exhibit II without any further authorization, act
or formality.

                                    ARTICLE 3
                                RIGHTS OF DISSENT

3.1      RIGHTS OF DISSENT

Holders of Company Shares may exercise dissent rights ("DISSENT RIGHTS") in
connection with the Arrangement pursuant to and in the manner set forth in
Section 190 of the CBCA as modified by the Interim Order and this Section 3.1;
provided that, notwithstanding subsection 190(5) of the CBCA, the written
objection to the Arrangement Resolution referred to in subsection 190(5) of the
CBCA must be received by the Company not later than 5:00 p.m. (Montreal time) on
the Business Day immediately preceding the date of the Company Meeting (as it
may be adjourned or postponed from time to time). Dissenting Shareholders who
duly exercise their Dissent Rights shall be deemed to have transferred the
Company Shares held by them and in respect of which Dissent Rights have been
validly exercised to the Purchaser free and clear of all Liens, as provided in
step b) of Exhibit II, and if they:

         (a)      ultimately are entitled to be paid fair value for such Company
                  Shares, will be entitled to be paid the fair value of such
                  Company Shares, and will not be entitled to any other payment
                  or consideration, including any payment that would be payable
                  under the Arrangement had such holders not exercised their
                  Dissent Rights in respect of such Company Shares; or


                                       5
<PAGE>
         (b)      ultimately are not entitled, for any reason, to be paid fair
                  value for such Company Shares shall be deemed to have
                  participated in the Arrangement on the same basis as a
                  non-dissenting holder of Company Shares.

3.2      RECOGNITION OF DISSENTING SHAREHOLDERS

         (a)      In no circumstances shall the Purchaser, the Company or any
                  other Person be required to recognize a Person exercising
                  Dissent Rights unless such Person is the holder of those
                  Company Shares in respect of which such rights are sought to
                  be exercised.

         (b)      For greater certainty, in no case shall the Purchaser, the
                  Company or any other Person be required to recognize
                  Dissenting Shareholders as holders of Company Shares in
                  respect of which Dissent Rights have been validly exercised
                  after the completion of step c) of Exhibit II, and the names
                  of such Dissenting Shareholders shall be removed from the
                  registers of holders of Company Shares in respect of which
                  Dissent Rights have been validly exercised at the same time as
                  the event described in step c) of Exhibit II occurs. In
                  addition to any other restrictions under Section 190 of the
                  CBCA, none of the following shall be entitled to exercise
                  Dissent Rights: (i) holders of Options or ECP Interests and
                  (ii) holders of Company Shares who vote or have instructed a
                  proxyholder to vote such Company Shares in favour of the
                  Arrangement Resolution (but only in respect of such Company
                  Shares).

                                    ARTICLE 4
                            CERTIFICATES AND PAYMENTS

4.1      PAYMENT OF CONSIDERATION

         (a)      Prior to the filing of the Articles of Arrangement, the
                  Purchaser shall deposit for the benefit of holders of Company
                  Shares, Options and ECP Interests cash with the Depositary in
                  the aggregate amount equal to the payments in respect thereof
                  required by the Plan of Arrangement, with the amount per
                  Company Share in respect of which Dissent Rights have been
                  exercised being deemed to be the Cash Amount per applicable
                  Company Share for this purpose) net of applicable withholdings
                  for the benefit of the holders of Company Shares, Options and
                  ECP Interests. The cash deposited with the Depositary shall be
                  held in an interest-bearing account, and any interest earned
                  on such funds shall be for the account of the Purchaser.

         (b)      Upon surrender to the Depositary for cancellation of a
                  certificate which immediately prior to the Effective Time
                  represented outstanding Company Shares that were transferred
                  pursuant to step d) of Exhibit II, together with a duly
                  completed and executed Letter of Transmittal and such
                  additional documents and instruments as the Depositary may
                  reasonably require, the holder of Company Shares represented
                  by such surrendered certificate shall be entitled to receive
                  in exchange therefor, and the Depositary shall deliver to such
                  holder, the cash which such holder has the right to receive
                  under the Arrangement for such Company Shares, less any


                                       6
<PAGE>
                  amounts withheld pursuant to Section 4.3, and any certificate
                  so surrendered shall forthwith be cancelled.

         (c)      As soon as practicable following the Effective Date, the
                  Depositary shall deliver, on behalf of the Company, to each
                  holder of Options and ECP Interests as reflected on the
                  register maintained by or on behalf of the Company in respect
                  of Options and ECP Interests, a cheque representing the cash
                  payment, if any, which such holder of Options and ECP
                  Interests is entitled to receive pursuant to steps b) or e) of
                  Exhibit II, less any amounts required to be withheld pursuant
                  to Section 4.3, and the Company shall deliver to each such
                  holder a cheque in the amount of any applicable related
                  special compensation payments.

         (d)      Until surrendered as contemplated by this Section 4.1, each
                  certificate that immediately prior to the Effective Time
                  represented Company Shares shall be deemed after the Effective
                  Time to represent only the right to receive upon such
                  surrender a cash payment in lieu of such certificate as
                  contemplated in this Section 4.1, less any amounts withheld
                  pursuant to Section 4.3. Any such certificate formerly
                  representing Company Shares not duly surrendered on or before
                  the sixth anniversary of the Effective Date shall cease to
                  represent a claim by or interest of any former holder of
                  Company Shares of any kind or nature against or in the Company
                  or the Purchaser. On such date, all cash to which such former
                  holder was entitled shall be deemed to have been surrendered
                  to the Purchaser or the Company, as applicable.

         (e)      Any payment made by way of cheque by the Depositary pursuant
                  to the Plan of Arrangement that has not been deposited or has
                  been returned to the Depositary or that otherwise remains
                  unclaimed, in each case, on or before the sixth anniversary of
                  the Effective Time, and any right or claim to payment
                  hereunder that remains outstanding on the sixth anniversary of
                  the Effective Time shall cease to represent a right or claim
                  of any kind or nature and the right of the holder to receive
                  the consideration for Company Shares pursuant to this Plan of
                  Arrangement shall terminate and be deemed to be surrendered
                  and forfeited to the Purchaser or the Company, as applicable,
                  for no consideration.

         (f)      No holder of Company Shares, Options or ECP Interests shall be
                  entitled to receive any consideration with respect to such
                  Company Shares, Options or ECP Interests other than any cash
                  payment to which such holder is entitled to receive in
                  accordance with Exhibit II and this Section 4.1 and, for
                  greater certainty, no such holder with be entitled to receive
                  any interest, dividends, premium or other payment in
                  connection therewith, other than any declared but unpaid
                  dividends.

4.2      LOST CERTIFICATES

In the event any certificate which immediately prior to the Effective Time
represented one or more outstanding Company Shares that were transferred
pursuant to step d) of Exhibit II shall have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the Person claiming such
certificate to be lost, stolen or destroyed, the Depositary will issue in
exchange for such lost, stolen or destroyed certificate, cash deliverable in
accordance with such holder's Letter of Transmittal. When authorizing such


                                       7
<PAGE>
payment in exchange for any lost, stolen or destroyed certificate, the Person to
whom such cash is to be delivered shall as a condition precedent to the delivery
of such cash, give a bond satisfactory to the Purchaser and the Depositary
(acting reasonably) in such sum as the Purchaser may direct, or otherwise
indemnify the Purchaser and the Company in a manner satisfactory to Purchaser
and the Company, acting reasonably, against any claim that may be made against
the Purchaser and the Company with respect to the certificate alleged to have
been lost, stolen or destroyed.

4.3      WITHHOLDING RIGHTS

The Purchaser, the Company or the Depositary shall be entitled to deduct and
withhold from any amount payable to any Person under the Plan of Arrangement
(including, without limitation, any amounts payable pursuant to Section 3.1),
such amounts as the Purchaser, the Company or the Depositary determines, acting
reasonably, are required or permitted to be deducted and withheld with respect
to such payment under the Tax Act, the United States Internal Revenue Code of
1986 or any provision of any other Applicable Law. To the extent that amounts
are so withheld, such withheld amounts shall be treated for all purposes hereof
as having been paid to the Person in respect of which such withholding was made,
provided that such amounts are actually remitted to the appropriate taxing
authority.

                                    ARTICLE 5
                                   AMENDMENTS

5.1      AMENDMENTS TO PLAN OF ARRANGEMENT

         (a)      The Company may amend, modify and/or supplement this Plan of
                  Arrangement at any time and from time to time prior to the
                  Effective Time, provided that each such amendment,
                  modification and/or supplement must (i) be set out in writing,
                  (ii) be approved by the Purchaser, (iii) filed with the Court
                  and, if made following the Company Meeting, approved by the
                  Court, and (iv) communicated to holders of Company Shares if
                  and as required by the Court.

         (b)      Any amendment, modification or supplement to this Plan of
                  Arrangement may be proposed by the Company at any time prior
                  to the Company Meeting (provided that the Purchaser shall have
                  consented thereto) with or without any other prior notice or
                  communication, and if so proposed and accepted by the Persons
                  voting at the Company Meeting (other than as may be required
                  under the Interim Order), shall become part of this Plan of
                  Arrangement for all purposes.

         (c)      Any amendment, modification or supplement to this Plan of
                  Arrangement that is approved or directed by the Court
                  following the Company Meeting shall be effective only if (i)
                  it is consented to by each of the Company and the Purchaser
                  (in each case, acting reasonably), and (ii) if required by the
                  Court, it is consented to by holders of some or all of the
                  Company Shares voting in the manner directed by the Court.

         (d)      Any amendment, modification or supplement to this Plan of
                  Arrangement may be made following the Effective Date
                  unilaterally by the Purchaser, provided that it concerns a


                                       8
<PAGE>
                  matter which, in the reasonable opinion of the Purchaser, is
                  of an administrative nature required to better give effect to
                  the implementation of this Plan of Arrangement and is not
                  adverse to the economic interest of any former holder of
                  Company Shares, Options or ECP Interests.


                                    ARTICLE 6
                               FURTHER ASSURANCES

6.1      NOTWITHSTANDING

Notwithstanding that the transactions and events set out herein shall occur and
shall be deemed to occur in the order set out in this Plan of Arrangement
without any further act or formality, each of the parties to the Definitive
Agreement shall make, do and execute, or cause to be made, done and executed,
all such further acts, deeds, agreements, transfers, assurances, instruments or
documents as may reasonably be required by either of them in order further to
document or evidence any of the transactions or events set out herein.


















                                       9
<PAGE>
                                    EXHIBIT I
                           OUTSTANDING COMPANY SHARES

- -------------------------------------- --------------------------------------
              SECURITY                         CONSIDERATION PER SHARE
- -------------------------------------- --------------------------------------
           COMMON SHARES                               $42.75
- -------------------------------------- --------------------------------------

- -------------------------------------- --------------------------------------
       FIRST PREFERRED SHARES
- -------------------------------------- --------------------------------------
              Series R                                 $25.65*
- -------------------------------------- --------------------------------------
              Series S                                 $25.50*
- -------------------------------------- --------------------------------------
              Series T                                 $25.77*
- -------------------------------------- --------------------------------------
              Series Y                                 $25.50*
- -------------------------------------- --------------------------------------
              Series Z                                 $25.25*
- -------------------------------------- --------------------------------------
             Series AA                                 $25.76*
- -------------------------------------- --------------------------------------
             Series AC                                 $25.76*
- -------------------------------------- --------------------------------------
             Series AE                                 $25.50*
- -------------------------------------- --------------------------------------
             Series AF                                 $25.41*
- -------------------------------------- --------------------------------------
             Series AG                                 $25.56*
- -------------------------------------- --------------------------------------
             Series AH                                 $25.50*
- -------------------------------------- --------------------------------------
             Series AI                                 $25.87*
- -------------------------------------- --------------------------------------


*Together with accrued but unpaid dividends to the Effective Date.


<PAGE>
                                   EXHIBIT II
                                ARRANGEMENT STEPS

a)       At the Effective Time, the articles of the Company shall be amended to
         create an unlimited number of Class A voting non-participating shares,
         which shall have such attributes as the Purchaser may designate in
         writing before the Effective Time, and the Company shall issue such
         number of Class A voting non-participating shares in its capital stock
         as may be designated in writing by the Purchaser prior to the Effective
         Time to such Person as may be so designated by the Purchaser in
         consideration for such consideration as may be so designated by the
         Purchaser.

b)       Five minutes following the Effective Time, each unvested Option shall
         be deemed, without further act or formality, to have been vested, and
         immediately thereafter each outstanding Option as of such time shall be
         deemed to have been transferred without any further act or formality to
         the Company (free and clear of any Liens) in exchange for a cash amount
         equal to the amount by which the Cash Amount per Common Share exceeds
         the exercise price of the Option. Each holder of Options shall cease to
         be the holder of such Options and such holder's name shall be removed
         from the register of Options, and the Employee Compensation Plans
         related to such Options shall be cancelled.

c)       Ten minutes following the Effective Time, the Company Shares held by
         Dissenting Shareholders in respect of which Dissent Rights have been
         validly exercised shall be deemed to have been transferred without any
         further act or formality to the Purchaser (free and clear of any
         Liens), and:

         1.       such Dissenting Shareholders shall cease to be the holder of
                  such Company Shares and to have any rights as holders of such
                  Company Shares other than the right to be paid fair value for
                  such Company Shares as set out in Section 3.1;

         2.       such Dissenting Shareholder's name shall be removed as the
                  holder of such Company Shares from the registers of Company
                  Shares maintained by or on behalf of the Company; and

         3.       the Purchaser shall be deemed to be the transferee of such
                  Company Shares (free and clear of any Liens) and shall be
                  entered in the registers of Company Shares maintained by or on
                  behalf of the Company.

d)       Concurrently with step c), each Company Share outstanding immediately
         prior to the Effective Time (other than Company Shares subject to step
         c) and any Company Shares held by the Purchaser) shall be transferred
         without any further act or formality to the Purchaser (free and clear
         of any Liens) for the Cash Amount per Company Share, and:

         1.       the holders of such Company Shares immediately before the
                  Effective Time shall cease to be the holders thereof and to
                  have any rights as holders of such Company Shares other than
                  the right to be paid the Cash Amount per Company Share in
                  accordance with the Plan of Arrangement and other than the
                  right to receive any declared but unpaid dividends on such
                  Company Shares;

<PAGE>
         2.       such holders' names shall be removed as the holders from the
                  registers of Company Shares maintained by or on behalf of the
                  Company; and

         3.       the Purchaser shall be deemed to be the transferee of such
                  Company Shares (free and clear of any Liens) and shall be
                  entered in the registers of Company Shares maintained by or on
                  behalf of the Company.

e)       Fifteen minutes after the Effective Time, all ECP Interests shall be
         cancelled and terminated without any further act or formality, and:

         1.       each holder of such ECP Interests shall be entitled to receive
                  from the Company or Bell Canada, as applicable, in exchange
                  therefor a cash amount equal to the product of (i) the
                  aggregate number of deferred or restricted share units that
                  are recorded for the benefit of the holder pursuant to the
                  applicable Equity Compensation Plans and vested at the
                  Effective Time, and (ii) the Cash Amount per Common Share;

         2.       each holder of such ECP Interests shall cease to be the holder
                  of such ECP Interests;

         3.       each such holder's name shall be removed from the register or
                  account of ECP Interests; and

         4.       the Employee Compensation Plans shall be cancelled (without,
                  however, prejudice to the right of any individuals eligible to
                  participate in the Company's retention plan to receive their
                  entitlements under and in accordance with the provisions of
                  such plan).

f)       Upon the later of twenty minutes after the Effective Time and the
         Company having filed a prescribed form of election under the Tax Act to
         cease to be a public corporation for purposes of the Tax Act, the
         Purchaser shall transfer the Company Shares to a Subsidiary of the
         Purchaser prior to the Effective Time designated by the Purchaser in
         writing prior to the Effective Time ("SUBCO") in consideration for (i)
         the issuance of a non-interest bearing promissory note of Subco, (ii)
         the issuance of interest bearing promissory notes of Subco and (iii)
         the issuance of Class B non-voting participating shares of Subco, such
         promissory notes of Subco having such terms and being in such amounts
         as may be designated by the Purchaser in writing prior to the Effective
         Time and such Class B non-voting participating shares of Subco being in
         such number as may be so designated by the Purchaser .

g)       Following the completion of step f), Subco and the Company shall
         amalgamate under Section 192 of the CBCA to form BCE Amalco. Upon the
         amalgamation:

         1.       all of the property (except shares in the capital stock of the
                  Company) of each of the Company and Subco continues to be the
                  property of BCE Amalco;

         2.       BCE Amalco continues to be liable for the obligations of each
                  of the Company and Subco (other than any obligation of the
                  Company or Subco to the other);


                                       2
<PAGE>
         3.       any existing cause of action, claim or liability to
                  prosecution is unaffected;

         4.       a civil, criminal or administrative action or proceeding
                  pending by or against the Company and Subco may continue to be
                  prosecuted by or against BCE Amalco;

         5.       a conviction against, or ruling, order or judgement in favour
                  of or against, the Company or Subco may be enforced by or
                  against BCE Amalco;

         6.       the articles of Subco immediately before the Effective Time
                  are deemed to be the articles of incorporation of BCE Amalco,
                  and the Certificate of Arrangement is deemed to be the
                  certificate of incorporation of BCE Amalco; and

         7.       each Class B non-voting participating share in the capital
                  stock of Subco held by the Purchaser shall be converted into a
                  Class B non-voting participating share in the capital stock of
                  BCE Amalco, each Class A voting non-participating share in the
                  capital stock of Subco owned by the Purchaser shall be
                  converted into such number of Class A voting non-participating
                  shares in the capital stock of BCE Amalco as the Purchaser may
                  designate in writing before the Effective Time, each Class A
                  voting non-participating share in the capital stock of the
                  Company and each Class A voting non-participating share in the
                  capital stock of Subco held by holders other than the
                  Purchaser shall be converted into such number of Class A
                  voting non-participating shares in the capital stock of BCE
                  Amalco as the Purchaser may designate in writing before the
                  Effective Time, and all shares in the capital stock of the
                  Company that were transferred to Subco pursuant to step f)
                  shall be cancelled without any repayment of capital in respect
                  thereof.





                                       3
<PAGE>
                                   SCHEDULE B

                               SPECIAL RESOLUTION

BE IT RESOLVED THAT:

1. The arrangement (the "ARRANGEMENT") under Section 192 of the Canada Business
Corporations Act (the "CBCA") of BCE Inc. (the "COMPANY"), as more particularly
described and set forth in the management proxy circular (the "CIRCULAR") dated
o, 2007 of the Company accompanying the notice of this meeting (as the
Arrangement may be amended, modified or supplemented in accordance with the
definitive agreement (the "ARRANGEMENT AGREEMENT") made as of June 29, 2007
between the Company and 6796508 Canada Inc.), is hereby authorized, approved and
adopted.

2. The plan of arrangement of the Company (as it has been or may be amended,
modified or supplemented in accordance with the Arrangement Agreement (the "PLAN
OF ARRANGEMENT")), the full text of which is set out in Appendix "o" to the
Circular, is hereby authorized, approved and adopted.

3. The (i) Arrangement Agreement and related transactions, (ii) actions of the
directors of the Company in approving the Arrangement Agreement, and (iii)
actions of the directors and officers of the Company in executing and delivering
the Arrangement Agreement, and any amendments, modifications or supplements
thereto, are hereby ratified and approved.

4. The Company be and is hereby authorized to apply for a final order from the
Quebec Superior Court to approve the Arrangement on the terms set forth in the
Arrangement Agreement and the Plan of Arrangement (as they may be amended,
modified or supplemented and as described in the Circular).

5. Notwithstanding that this resolution has been passed (and the Arrangement
adopted) by the shareholders of the Company or that the Arrangement has been
approved by the Quebec Superior Court, the directors of the Company are hereby
authorized and empowered to, without notice to or approval of the shareholders
of the Company, (i) amend, modify or supplement the Arrangement Agreement or the
Plan Arrangement to the extent permitted by the Arrangement Agreement and (ii)
subject to the terms of the Arrangement Agreement, not to proceed with the
Arrangement and related transactions.

6. Any officer or director of the Company is hereby authorized and directed for
and on behalf of the Company to execute and deliver for filing with the Director
under the CBCA articles of arrangement and such other documents as are necessary
or desirable to give effect to the Arrangement in accordance with the
Arrangement Agreement, such determination to be conclusively evidenced by the
execution and delivery of such articles of arrangement and any such other
documents.

7. Any officer or director of the Company is hereby authorized and directed for
and on behalf of the Company to execute or cause to be executed and to deliver
or cause to be delivered all such other documents and instruments and to perform
or cause to be performed all such other acts and things as such person
determines may be necessary or desirable to give full effect to the foregoing


<PAGE>
resolution and the matters authorized thereby, such determination to be
conclusively evidenced by the execution and delivery of such document or
instrument or the doing of any such act or thing.































                                       2
<PAGE>
                                    SCHEDULE C
                            KEY REGULATORY APPROVALS

o    Competition Act Compliance

o    HSR Approval

o    CRTC Approval

o    Industry Canada Approval

o    FCC Approval

o    If required pursuant to Section 6.5(3), Investment Canada Act Approval











<PAGE>
                                   SCHEDULE D
                         ADDITIONAL REGULATORY APPROVALS

o     All approvals relating to a change in control of the Company required
      by the States of California, Georgia, Minnesota, New York, Ohio,
      Pennsylvania and Texas and necessary for one or more Subsidiaries of
      the Company to provide certain intra state communications services in
      the relevant State.

o     All approvals by a Governmental Authority in Brazil necessary for the
      transfer of control of a company which exploits a telecom service or
      which has the right to exploit a satellite.

o     Any approvals required by CTVglobemedia Inc. in connection with or as a
      result of the transactions contemplated hereby.













<PAGE>
                                    SCHEDULE E
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

(a)      CORPORATE EXISTENCE AND POWER. The Company is a corporation duly
         incorporated, validly existing and in good standing under the laws of
         Canada and has all corporate powers and all governmental licenses,
         authorizations, permits, consents and approvals required to carry on
         its business as now conducted, except for those licenses,
         authorizations, permits, consents and approvals the absence of which
         would not be reasonably expected to have, individually or in the
         aggregate, a Material Adverse Effect.

(b)      CORPORATE AUTHORIZATION. The execution, delivery and performance by the
         Company of this Agreement and the consummation by the Company of the
         transactions contemplated hereby are within the Company's corporate
         powers and have been duly authorized by the Board and no other
         corporate proceedings on the part of the Company are necessary to
         authorize this Agreement or the transactions contemplated hereby other
         than in connection with the approval by the Board of the Company
         Circular and the approval by Affected Shareholders in the manner
         required by the Interim Order and Applicable Laws and approval by the
         Court. This Agreement constitutes a valid and binding agreement of the
         Company, enforceable against the Company in accordance with its terms.
         As of the date hereof, the Board has (i) determined that the
         Arrangement is in the best interests of the Company and (ii) resolved,
         subject to Section 5.2(6), to recommend that the Affected Shareholders
         vote in favour of the Arrangement.

(c)      GOVERNMENTAL AUTHORIZATION. The execution, delivery and performance by
         the Company of this Agreement and the consummation by the Company of
         the transactions contemplated hereby require no action by or in respect
         of, or filing with, any Governmental Authority other than (i) the
         Interim Order and any approvals required by the Interim Order; (ii) the
         Final Order; (iii) filings with the Director under the CBCA; (iv) the
         Regulatory Approvals; (v) compliance with any applicable Securities
         Laws, stock exchange rules and policies; and (vi) any actions or
         filings the absence of which would not be reasonably expected to have,
         individually or in the aggregate, a Material Adverse Effect.

(d)      NON-CONTRAVENTION. The execution, delivery and performance by the
         Company of its obligations under this Agreement and the consummation of
         the transactions contemplated by the Plan of Arrangement do not and
         will not (i) contravene, conflict with, or result in any violation or
         breach of any provision of the articles of incorporation or by-laws of
         the Company, (ii) assuming compliance with the matters, or obtaining
         the approvals, referred to in paragraph (c) above, contravene, conflict
         with or result in a violation or breach of any provision of any
         Applicable Law, (iii) require any consent or other action by any Person
         under, constitute a default, or an event that, with or without notice
         or lapse of time or both, would constitute a default, under, or cause
         or permit the termination, cancellation, acceleration or other change
         of any right or obligation or the loss of any benefit to which the
         Company or any of its Subsidiaries is entitled under any provision of
         any agreement or other instrument binding upon the Company or any of


<PAGE>
         its Subsidiaries or (iv) result in the creation or imposition of any
         Lien on any asset of the Company or any of its Subsidiaries, with such
         exceptions, in the case of each of clauses (ii) through (iv), as would
         not be reasonably expected to have, individually or in the aggregate, a
         Material Adverse Effect.

(e)      CAPITALIZATION. The authorized share capital of the Company consists of
         an unlimited number of Common Shares, an unlimited number of Preferred
         Shares, issuable in series, an unlimited number of second preferred
         shares, issuable in series and an unlimited number of Class B shares.
         As of the close of business on June 28, 2007, there were issued and
         outstanding the number of Common Shares and the number of Preferred
         Shares set out in the Company Disclosure Letter and no second preferred
         shares or Class B shares were issued and outstanding. The Company
         Disclosure Letter sets forth, as of date hereof, the number of
         outstanding Options, the outstanding RSUs and DSUs, and the exercise
         price or issuance price, as applicable, and vested percentage, where
         applicable, of such Options, RSUs and DSUs. Except for outstanding
         rights under the Stock Option Plans, and pursuant to the terms of the
         Preferred Shares, there are no pre-emptive or other outstanding rights,
         options, warrants, conversion rights, stock appreciation rights,
         redemption rights, repurchase rights, agreements, arrangements, calls,
         commitments or rights of any kind that obligate the Company or any of
         its Subsidiaries to issue or sell any shares of capital stock or other
         securities of the Company or any of its Subsidiaries or any securities
         or obligations convertible or exchangeable into or exercisable for, or
         giving any Person a right to subscribe for or acquire, any securities
         of the Company or any of its Subsidiaries, and no securities or
         obligations evidencing such rights are authorized, issued or
         outstanding. Except for outstanding Options, RSUs and DSUs and rights
         under the Stock Option Plans, there are no outstanding contractual
         rights to which the Company or any of its Subsidiaries is a party, the
         value of which is based on the value of the Common Shares. All
         outstanding Company Shares have been duly authorized and validly
         issued, are fully paid and nonassessable, and all Common Shares
         issuable upon the exercise of rights under the Options in accordance
         with their respective terms have been duly authorized and, upon
         issuance, will be validly issued as fully paid and non-assessable.

(f)      MATERIAL SUBSIDIARIES. Each Material Subsidiary is a corporation,
         partnership, trust or limited partnership, as the case may be, duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its incorporation, organization or formation, as the
         case may be, and has all requisite corporate, trust or partnership
         power and authority, as the case may be, to own, lease and operate its
         properties and assets and to carry on its business as now being
         conducted, except where the failure to be so organized, validly
         existing, qualified or in good standing, or to have such power or
         authority, would not, individually or in the aggregate, reasonably be
         expected to have a Material Adverse Effect. The Company is, directly or
         indirectly, the record and beneficial owner of all of the outstanding
         shares of capital stock or other equity interests of each of the
         Material Subsidiaries, free and clear of any Liens. All of such shares
         and other equity interests so owned by the Company are validly issued,


                                       2
<PAGE>
         fully paid and nonassessable (and no such shares have been issued in
         violation of any preemptive or similar rights).

(g)      SECURITIES LAWS MATTERS.

         (i)      The Company is a "reporting issuer" under applicable Canadian
                  Securities Laws in each of the provinces of Canada in which
                  such concept exists and is not in default of any material
                  requirements of any Securities Laws applicable in such
                  jurisdictions or stock exchange on which its securities are
                  listed for trading. No delisting, suspension of trading in or
                  cease trading order with respect to the Company Shares is
                  pending or, to the knowledge of the Company, threatened. The
                  documents comprising the BCE Current Public Disclosure Record
                  did not at the time filed with Securities Authorities, contain
                  any untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein, not misleading in light of the
                  circumstances under which they were made. The Company has
                  timely filed with the Securities Authorities all material
                  forms, reports, schedules, statements and other documents
                  required to be filed by the Company with the Securities
                  Authorities since December 31, 2005. The Company has not filed
                  any confidential material change report which at the date
                  hereof remains confidential.

         (ii)     The Company has established and maintains disclosure controls
                  and procedures (as defined in Rule 13a-15 under the 1934 Act).
                  Such disclosure controls and procedures are designed to ensure
                  that material information relating to the Company, including
                  its consolidated Subsidiaries, is made known to the Company's
                  principal executive officer and its principal financial
                  officer by others within those entities, particularly during
                  the periods in which the periodic reports required under the
                  1934 Act are being prepared.

         (iii)    The Company and its Subsidiaries have established and maintain
                  a system of internal control over financial reporting. Such
                  internal controls are designed to provide reasonable assurance
                  regarding the reliability of the Company's financial reporting
                  and the preparation of Company financial statements for
                  external purposes in accordance with GAAP. Based on its most
                  recent evaluation of internal controls prior to the date
                  hereof, the Company has disclosed to its auditors and audit
                  committee (x) that there were no significant deficiencies or
                  material weaknesses in the design or operation of internal
                  controls that are reasonably likely to adversely affect the
                  Company's ability to record, process, summarize and report
                  financial information and (y) that there was no fraud, whether
                  or not material, that involves management or other employees
                  who have a significant role in internal controls.

(h)      FINANCIAL STATEMENTS. The audited consolidated financial statements and
         unaudited consolidated interim financial statements of the Company
         included in the BCE Current Public Disclosure Record fairly present, in


                                       3
<PAGE>
         all material respects, in conformity with GAAP applied on a consistent
         basis (except as may be indicated in the notes thereto), the
         consolidated financial position of the Company and its consolidated
         Subsidiaries as of the dates thereof and their consolidated results of
         operations and cash flows for the periods then ended (subject to normal
         year-end adjustments and the absence of footnotes in the case of any
         unaudited interim financial statements).

(i)      ABSENCE OF CERTAIN CHANGES. Since December 31, 2006, other than the
         transactions contemplated in this Agreement, the business of the
         Company and its Subsidiaries has been conducted in the ordinary course
         consistent with past practices and there has not been any event,
         occurrence, development or state of circumstances or facts that has had
         or would be reasonably expected to have, individually or in the
         aggregate, a Material Adverse Effect.

(j)      NO UNDISCLOSED MATERIAL LIABILITIES. (i) There are no liabilities or
         obligations of the Company or any of its Subsidiaries of any kind
         whatsoever, whether accrued, contingent, absolute, determined,
         determinable or otherwise, other than: (A) liabilities or obligations
         disclosed in the Company Balance Sheet or in the notes thereto or in
         the Company Filings; (B) liabilities or obligations incurred in the
         ordinary course of business consistent with past practice since
         December 31, 2006; (C) liabilities or obligations incurred in
         connection with the transactions contemplated hereby; and (D)
         liabilities or obligations that would not be reasonably expected to
         have, individually or in the aggregate, a Material Adverse Effect; (ii)
         as of the date of this Agreement, the principal amount of all
         indebtedness for borrowed money, including capital leases and the
         amount drawn pursuant to securitization programs of the Company and its
         Subsidiaries, was as disclosed in the Company Disclosure Letter. Except
         as disclosed in the Company Disclosure Letter, neither the Company nor
         any of its Subsidiaries is a party to any Contract containing Lien
         Restrictions.

(k)      COMPLIANCE WITH LAWS. The Company and each of its Subsidiaries is, and
         since January 1, 2006 has been, in compliance with, and to the
         knowledge of the Company is not under investigation with respect to and
         has not been threatened to be charged with or given notice of any
         violation of, any Applicable Law, except for failures to comply or
         violations that have not had and would not be reasonably expected to
         have, individually or in the aggregate, a Material Adverse Effect.

(l)      LITIGATION. As of the date hereof, there is no Proceeding pending
         against, or, to the knowledge of the Company, threatened against or
         affecting, the Company or any of its Subsidiaries before any
         Governmental Authority or other Person, that would be reasonably
         expected to have, individually or in the aggregate, a Material Adverse
         Effect.

(m)      TAXES. All material Returns required by Applicable Laws to be filed
         with any Governmental Authority by, or on behalf of, the Company or any
         of its Material Subsidiaries have been filed when due in accordance
         with all Applicable Laws (taking into account any applicable
         extensions), and all such material Returns are, or shall be at the time


                                       4
<PAGE>
         of filing, true and complete in all material respects. The Company and
         each of the Material Subsidiaries has paid (or has had paid on its
         behalf) or has collected, withheld and remitted to the appropriate
         Governmental Authority all material Taxes due and payable on a timely
         basis, other than those Taxes being contested in good faith, or, where
         payment is not yet due, has established (or has had established on its
         behalf and for its sole benefit and recourse) in accordance with GAAP
         an adequate accrual for all material Taxes through the end of the last
         period for which the Company and the Material Subsidiaries ordinarily
         record items on their respective books. There is no claim, audit,
         action, suit, proceeding or investigation now pending or, to the
         Company's knowledge, threatened against or with respect to the Company
         or its Material Subsidiaries in respect of any material Tax or Tax
         asset that would reasonably be expected to have, individually or in the
         aggregate, a Material Adverse Effect. There are no currently effective
         material elections, agreements or waivers extending the statutory
         period or providing for an extension of time with respect to the
         assessment or reassessment of any Taxes, or of the filing of any Return
         or any payment of Taxes by the Company and any of its Material
         Subsidiaries. Each of the Company, Bell Canada, 4119649 Canada Inc.,
         Bell Mobility Holdings Inc., Bell Mobility Inc., 3499201 Canada Inc.
         and 3552381 Canada Inc. is a taxable Canadian corporation as defined in
         the Tax Act.

(n)      EMPLOYEE PLANS.

         (i)      The Data Room contains all material health, welfare,
                  supplemental unemployment benefit, bonus, profit sharing,
                  option, insurance, incentive, incentive compensation, deferred
                  compensation, share purchase, share compensation, disability,
                  pension or supplemental retirement plans and other material
                  employee or director compensation or benefit plans, policies,
                  trusts, funds, agreements or arrangements for the benefit of
                  directors or former directors of the Company or any of the
                  Material Subsidiaries, Company Employees or former Company
                  Employees, which are maintained by or binding upon the Company
                  or any of the Material Subsidiaries or in respect of which the
                  Company or any of the Material Subsidiaries has any actual or
                  potential liability (collectively, the "EMPLOYEE PLANS").

         (ii)     All of the Employee Plans are and have been established,
                  registered, qualified and, in all material respects,
                  administered in accordance with all Applicable Laws, and in
                  accordance with their terms, the terms of the material
                  documents that support such Employee Plans and the terms of
                  agreements between the Company and/or any of the Material
                  Subsidiaries, as the case may be, and their respective
                  employees and former employees who are members of, or
                  beneficiaries under, the Employee Plans.

         (iii)    All current obligations of the Company or any of the Material
                  Subsidiaries regarding the Employee Plans have been satisfied
                  in all material respects. All contributions, premiums or taxes
                  required to be made or paid by the Company or any of the
                  Material Subsidiaries, as the case may be, under the terms of


                                       5
<PAGE>
                  each Employee Plan or by Applicable Laws in respect of the
                  Employee Plans have been made in a timely fashion in
                  accordance with Applicable Laws in all material respects and
                  in accordance with the terms of the applicable Employee Plan.
                  As of the date hereof, no currently outstanding notice of
                  underfunding, non-compliance, failure to be in good standing
                  or otherwise has been received by the Company or any of the
                  Material Subsidiaries from any applicable Governmental
                  Authority in respect of any Employee Plan that is a pension or
                  retirement plan.

         (iv)     To the knowledge of the Company, no Employee Plan is subject
                  to any pending investigation, examination or other proceeding,
                  action or claim initiated by any Governmental Authority, or by
                  any other party (other than routine claims for benefits) and,
                  to the knowledge of the Company, there exists no state of
                  facts which after notice or lapse of time or both would
                  reasonably be expected to give rise to any such investigation,
                  examination or other proceeding, action or claim or to affect
                  the registration or qualification of any Employee Plan
                  required to be registered or qualified.

         (v)      To the knowledge of the Company, no event has occurred
                  regarding any Employee Plan that would entitle any Person
                  (without the consent of the Company) to wind-up or terminate
                  any Employee Plan, in whole or in part, or which could
                  reasonably be expected to adversely affect the tax status
                  thereof.

         (vi)     The Company has not received any payments of surplus out of
                  any Employee Plan and there have been no improper withdrawals
                  or transfers of assets from any Employee Plan other than such
                  payments, withdrawals or transfers which would not have a
                  Material Adverse Effect.

         (vii)    There are no material unfunded liabilities in respect of any
                  Employee Plan that is a registered pension plan (as defined
                  under the Tax Act), including going concern unfunded
                  liabilities, solvency deficiencies or wind-up deficiencies
                  where applicable.

         (viii)   Except as provided in this Agreement, the execution of this
                  Agreement or the consummation of any of the transactions
                  contemplated in this Agreement will not: (A) result in any
                  material payment (including, without limitation, bonus, golden
                  parachute, retirement, severance, unemployment compensation,
                  or other benefit or enhanced benefit) becoming due or payable
                  to any of the Company Employees or to any former employee of
                  the Company or of any of its Subsidiaries; (B) materially
                  increase the compensation or benefits otherwise payable to any
                  of the Company Employees or any former employee of the Company
                  or any of its Subsidiaries; (C) entitle any Company Employee
                  to any job security or similar benefit; or (D) result in the
                  acceleration of the time of payment or vesting of any material
                  benefits or entitlements otherwise available pursuant to any
                  Employee Plan (except for outstanding Options, RSUs and DSUs).


                                       6
<PAGE>
(o)      COLLECTIVE AGREEMENTS. The Company Disclosure Letter sets forth a
         complete list of all collective bargaining agreements or union
         agreements currently applicable to the Company and/or any of its
         Subsidiaries (collectively, the "COLLECTIVE AGREEMENTS"), and neither
         the Company nor any of its Subsidiaries is in default of any of its
         material obligations under such agreements. To the knowledge of the
         Company, there are no outstanding material labour tribunal proceedings
         of any kind, including any proceedings which could result in
         certification of a trade union as bargaining agent for any Company
         Employees not already covered by a Collective Agreement. To the
         knowledge of the Company, there are no apparent union organizing
         activities involving Company Employees not already covered by a
         Collective Agreement. Neither the Company nor any of its Subsidiaries
         currently has any material unresolved grievances or material pending
         arbitration cases outstanding under any Collective Agreement.

(p)      ENVIRONMENTAL MATTERS. Except as would not be reasonably expected to
         have, individually or in the aggregate, a Material Adverse Effect: (i)
         no written notice, order, complaint or penalty has been received by the
         Company or any of the Material Subsidiaries alleging a violation by or
         liability of the Company or any of the Material Subsidiaries under any
         Environmental Law, and, to the Company's knowledge, there are no
         judicial, administrative or other actions, suits or proceedings pending
         or threatened which allege a violation by the Company or any of the
         Material Subsidiaries of any Environmental Laws; (ii) the Company and
         each of the Material Subsidiaries have all environmental permits
         necessary for their operations to comply with all Environmental Laws;
         and (iii) the operations of the Company and each of the Material
         Subsidiaries are in compliance in all material respects with the terms
         of Environmental Laws.

(q)      REAL PROPERTY. Except in any such case as would not, individually or in
         the aggregate, reasonably be expected to result in a Material Adverse
         Effect, with respect to the real property owned by the Company or its
         Subsidiaries (the "OWNED REAL PROPERTY"), (i) the Company or one of its
         Subsidiaries, as applicable, has good and marketable title to the Owned
         Real Property, free and clear of any Liens, except for Permitted Liens,
         and (ii) there are no outstanding options or rights of first refusal to
         purchase the Owned Real Property, or any portion thereof or interest
         therein. With respect to the real property leased or subleased to the
         Company or its Subsidiaries (the "LEASED REAL PROPERTY"), (i) the lease
         or sublease for such property is valid, legally binding, enforceable
         and in full force and effect, and none of the Company or any of its
         Subsidiaries or, to the knowledge of the Company, the landlord, is in
         breach of or default under such lease or sublease, and no event has
         occurred which, with notice, lapse of time or both, would constitute a
         breach or default by any of the Company or its Subsidiaries or permit
         termination, modification or acceleration by any third party
         thereunder, and (ii) no third party has repudiated or has the right to
         terminate or repudiate such lease or sublease (except for the normal
         exercise of remedies in connection with a default thereunder or any
         termination rights set forth in the lease or sublease) or any provision
         thereof, except in each case, for such invalidity, failures to be
         binding, unenforceability, ineffectiveness, breaches, defaults,


                                       7
<PAGE>
         terminations, modifications, accelerations, repudiations and rights to
         terminate or repudiate that would not, individually or in the
         aggregate, reasonably be expected to result in a Material Adverse
         Effect.

(r)      RIGHT-OF-WAY AGREEMENTS. Except in any such case as would not,
         individually or in the aggregate, reasonably be expected to result in a
         Material Adverse Effect, (i) it has all right-of-way agreements,
         license agreements or other agreements or consents permitting or
         requiring the Company or any of its Subsidiaries to lay, build,
         operate, maintain or place cable, wires, conduits or other equipment
         and facilities over land or underground, that are material to the
         conduct of the business, as presently conducted, of the Company and its
         Subsidiaries taken as a whole, (each, a "RIGHT-OF-WAY AGREEMENT"), and
         each such Right-of-Way Agreement is valid, legally binding, enforceable
         and in full force and effect, and none of the Company or any of its
         Subsidiaries is in breach of or default under any Right-of-Way
         Agreement, (ii) no event has occurred which, with notice or lapse of
         time, would constitute a breach or default by any of the Company or its
         Subsidiaries or permit termination, modification or acceleration by any
         third party under any Right-of-Way Agreement, and (iii) no third party
         has repudiated or has the right to terminate or repudiate any
         Right-of-Way Agreement.

(s)      NETWORK FACILITIES. Except in any such case as would not, individually
         or in the aggregate, reasonably be expected to have a Material Adverse
         Effect, (i) all Owned Network Facilities and Leased Network Facilities
         are in good working order and condition and are operated, installed and
         maintained by the Company and/or its Subsidiaries in a manner that is
         in compliance with general industry standards, (ii) the Company or one
         of its Subsidiaries owns, free of Liens, other than Permitted Liens,
         the Owned Network Facilities, and (iii) each Network Facility Agreement
         is valid, legally binding, enforceable and in full force and effect,
         and none of the Company or any of its Subsidiaries is in material
         breach of, or has materially defaulted under, any Network Facility
         Agreement.

(t)      PERSONAL PROPERTY. The Company and its Subsidiaries have good and valid
         title to, or a valid and enforceable leasehold interest in, all
         personal property owned or leased by them, except as would not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

(u)      INTELLECTUAL PROPERTY. Except as would not reasonably be expected to
         have, individually or in the aggregate, a Material Adverse Effect: (i)
         the Company and/or its Material Subsidiaries own all right, title and
         interest in and to, or are validly licensed (and are not in material
         breach of such licenses), all patents, trade-marks, trade names, domain
         names and copyrights that are material to the conduct of the business,
         as presently conducted, of the Company and its Subsidiaries taken as a
         whole (collectively, the "INTELLECTUAL PROPERTY RIGHTS"); (ii) all such
         Intellectual Property Rights that are owned by or licensed to the
         Company and/or its Material Subsidiaries are sufficient, in all
         material respects, for conducting the business, as presently conducted,
         of the Company and its Material Subsidiaries taken as a whole; (iii) to
         the knowledge of the Company, all Intellectual Property Rights owned by
         the Company and/or its Material Subsidiaries are valid and enforceable
         (subject to the effects of bankruptcy, insolvency, reorganization,
         moratorium or laws relating to or affecting creditors' rights
         generally), and to the knowledge of the Company the Technology (as
         hereinafter defined) owned by the Company and/or its Material
         Subsidiaries does not infringe in any material way upon any third
         parties' intellectual property rights in Canada; (iv) to the knowledge
         of the Company, no third party is infringing upon the Intellectual
         Property Rights owned by the Company and/or its Material Subsidiaries


                                       8
<PAGE>
         in a manner that currently would reasonably be expected to adversely
         affect such Intellectual Property Rights in any material respect; (v)
         all computer hardware and associated firmware and operating systems,
         application software, database engines and processed data, technology
         infrastructure and other computer systems used in connection with the
         conduct of the business, as presently conducted, of the Company and its
         Material Subsidiaries taken as a whole (collectively, the "TECHNOLOGY")
         are sufficient, in all material respects, for conducting the business,
         as presently conducted, of the Company and its Material Subsidiaries
         taken as a whole; and (vi) the Company and its Material Subsidiaries
         own or have validly licensed or leased (and are not in material breach
         of such licenses) such Technology.

(v)      MATERIAL CONTRACTS. Except as would not be reasonably expected to have,
         individually or in the aggregate, a Material Adverse Effect, (i)
         neither the Company nor any of its Subsidiaries is in breach of or
         default under the terms of any Material Contract, (ii) as of the date
         hereof, to the knowledge of the Company, no other party to any Material
         Contract is in breach of or default under the terms of any such
         Material Contract and (iii) each Material Contract is a valid and
         binding obligation of the Company or its Subsidiary that is a party
         thereto and is in full force and effect.

(w)      INSURANCE. Each of the Company and its Subsidiaries is, and has been
         continuously since January 1, 2006, insured by reputable and
         financially responsible insurers. The insurance policies of the Company
         and its Subsidiaries are in all material respects in full force and
         effect in accordance with their terms.

(x)      OPINION OF FINANCIAL ADVISORS. The Board has received opinions from
         some or all of the Financial Advisors to the effect that, as of the
         date of this Agreement, the Consideration is fair to the Affected
         Shareholders from a financial point of view.

(y)      LICENCES. All licences and authorizations issued by the CRTC, Industry
         Canada and the FCC that the Company or any of its Subsidiaries are
         required to obtain that are related to their respective businesses or
         the ownership or operation of their respective properties and assets
         have been obtained, are currently valid, in full force and effect and
         in good standing in all material respects, except to the extent that
         the failure to be valid, in full force and in good standing, would not
         reasonably be expected to have a Material Adverse Effect, and no
         proceedings specific to the Company or any of its Subsidiaries in
         relation to such licenses and authorizations are pending (other than
         renewal proceedings as a result of expirations in accordance with the
         terms thereof) or, to the knowledge of the Company, threatened, which
         could reasonably be expected to result in a Material Adverse Effect.


                                       9
<PAGE>
(z)      BOOKS AND RECORDS. All books and records of the Company and its
         Subsidiaries fairly disclose in all material respects the financial
         position of the Company and its Subsidiaries and all material financial
         transactions relating to the businesses carried on by the Company and
         its Subsidiaries have been accurately recorded in all material respects
         in such books and records.

(aa)     FINDERS' FEES. Except for the Financial Advisors, there is no
         investment banker, broker, finder or other intermediary that has been
         retained by or is authorized to act on behalf of the Company or any of
         its Subsidiaries who might be entitled to any fee or commission from
         the Company or any of its Subsidiaries in connection with the
         transactions contemplated by this Agreement. The Company has made full
         disclosure to the Purchaser of all fees to be paid to the Financial
         Advisors under the terms of the agreements with the Financial Advisors.






















                                       10
<PAGE>
                                    SCHEDULE F
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

(a)      CORPORATE EXISTENCE AND POWER. The Purchaser is a corporation duly
         incorporated, validly existing and in good standing under the laws of
         Canada and has not carried on any active business prior to the date of
         this Agreement other than activities in connection with this Agreement,
         the documents ancillary hereto and the transactions contemplated hereby
         and thereby.

(b)      CORPORATE AUTHORIZATION. The execution, delivery and performance by the
         Purchaser of this Agreement and the consummation by the Purchaser of
         the transactions contemplated hereby are within the corporate powers of
         the Purchaser and have been duly authorized, and no other corporate
         proceedings on the part of the Purchaser are necessary to authorize
         this Agreement or the transactions contemplated hereby. This Agreement
         constitutes a valid and binding agreement of the Purchaser enforceable
         against the Purchaser in accordance with its terms.

(c)      GOVERNMENTAL AUTHORIZATION. The execution, delivery and performance by
         the Purchaser of this Agreement and the consummation by the Purchaser
         of the transactions contemplated hereby require no action by or in
         respect of, or filing with, any Governmental Authority other than (i)
         the Interim Order and any approvals required by the Interim Order; (ii)
         the Final Order; (iii) filings with the Director under the CBCA; (iv)
         the Regulatory Approvals; (v) compliance with any applicable Securities
         Laws; and (vi) any actions or filings the absence of which would not
         reasonably be expected to materially or adversely impair the ability of
         the Purchaser to complete the transactions contemplated by the
         Agreement on or prior to the Outside Date.

(d)      NON-CONTRAVENTION. The execution, delivery and performance by the
         Purchaser of this Agreement and the consummation of the transactions
         contemplated hereby do not and will not (i) contravene, conflict with,
         or result in any violation or breach of any provision of the articles
         of incorporation or bylaws of the Purchaser, (ii) assuming compliance
         with the matters referred to in paragraph (c) above, contravene,
         conflict with or result in a violation or breach of any provision of
         any Applicable Law, (iii) require any consent or other action by any
         Person under, constitute a default, or an event that, with or without
         notice or lapse of time or both, would constitute a default, under, or
         cause or permit the termination, cancellation, acceleration or other
         change of any right or obligation or the loss of any benefit to which
         the Purchaser is entitled under any provision of any material contract
         to which the Purchaser is a party or by which it or any of its
         properties or assets may be bound; or (iv) result in the creation or
         imposition of any Lien on any material asset of the Purchaser, with
         such exceptions, in the case of (ii) through (iv), as would not be
         reasonably expected to materially impede or delay the ability of the
         Purchaser to consummate the transactions contemplated by this
         Agreement.

<PAGE>
(e)      LITIGATION. As of the date hereof, there is no Proceeding pending
         against, or, to the knowledge of the Purchaser, threatened against or
         affecting the Purchaser that in any manner challenges or seeks to
         prevent, enjoin, alter or materially delay the Arrangement or any of
         the other transactions contemplated hereby.

(f)      SUFFICIENT FUNDS. Prior to the execution and delivery of this
         Agreement, the Purchaser has delivered to the Company true and complete
         copies of the following commitment letters, which are unamended,
         evidencing: (i) the availability of committed credit facilities
         pursuant to an executed commitment letter (the "COMMITMENT LETTER")
         dated June 29, 2007 made by Citigroup Global Markets Inc., Deutsche
         Bank AG, Canada Branch, Deutsche Bank Securities Inc., The
         Toronto-Dominion Bank, The Royal Bank of Scotland PLC, and RBS
         Securities Inc. (collectively the "LENDERS") in favour of the
         Purchaser, and (ii) equity commitments pursuant to executed equity
         commitment letters (the "EQUITY COMMITMENT LETTERS") dated June 29,
         2007 made by each of the Ontario Teachers' Pension Plan Board and
         affiliates of Providence Equity Partners, Inc. and Madison Dearborn
         Partners, LLC (collectively, the "EQUITY SPONSORS") in favour of the
         Purchaser, pursuant to which the Lenders, in the case of the Commitment
         Letter, and the Equity Sponsors, in the case of the Equity Commitment
         Letters, have committed to provide the Purchaser with debt and equity
         financing. The commitments described in the Commitment Letter and
         the Equity Commitment Letters are not subject to any condition
         precedent other than the conditions expressly set forth therein. As of
         the date hereof each of the Commitment Letter and the Equity Commitment
         Letters are in full force and effect and is a legal, valid and binding
         obligation of the Purchaser, the Equity Sponsors and the Lenders, no
         amendment or modification to the Commitment Letter or the Equity
         Commitment Letters are contemplated, and as of the date hereof no event
         has occurred which, with or without notice, lapse of time or both,
         would constitute a default or breach on the part of the Purchaser under
         the Commitment Letter or the Equity Commitment Letters, respectively.
         As of the date hereof the Purchaser has no reason to believe that it
         will be unable to satisfy on a timely basis any term or condition of
         closing of the financing to be satisfied by it contained in the
         Commitment Letter or the Equity Commitment Letters and is not aware of
         any fact, occurrence or condition that may cause either of such
         financing commitments to terminate or be ineffective or any of the
         terms or conditions of closing of such financings not to be met or of
         any impediment to the funding of the cash payment obligations of the
         Purchaser under the Arrangement. Assuming the financing contemplated in
         the Commitment Letter and the Equity Commitment Letters is funded, the
         net proceeds contemplated by the Commitment Letter and the Equity
         Commitment Letters will in the aggregate be sufficient for the
         Purchaser to pay the aggregate Consideration to be paid pursuant to the
         Arrangement and any other amounts required to be paid by the Purchaser
         under this Agreement in connection with the consummation of the
         transactions contemplated by this Agreement and to pay all related fees
         and expenses.

                                       2
<PAGE>
(g)      CONSORTIUM MEMBERSHIP. The Exhibit delivered to the Company
         concurrently with the execution of this Agreement identifies all
         Persons holding as of the date hereof (i) a direct economic or voting
         interest in the Purchaser, and (ii) an indirect (which for purposes
         hereof shall not include interests held as limited partners) economic
         or voting interest in the Purchaser of 5% or more, as well as a
         description of the direct and indirect economic and voting interests of
         such Persons and specifying which of these Persons are Canadian (within
         the meaning of the Direction and the Telecommunications Act). The
         information disclosed in that Exhibit hereto relating to the structure
         and governance of the Purchaser is complete and accurate in all
         material respects.

(h)      INVESTMENT CANADA ACT. The Purchaser is a Canadian, and is not
         controlled in fact by one or more non-Canadians, all within the meaning
         of the Investment Canada Act.

(i)      RESIDENCY AND OWNERSHIP RESTRICTIONS. The Purchaser is: (i) eligible to
         be a parent corporation of a subsidiary which is a "Canadian" within
         the meaning of the Direction, (ii) a "qualified corporation" within the
         meaning of the Telecommunications Regulations and (iii) a "Canadian"
         within the meaning of the Radiocommunication Regulations. The Purchaser
         has knowledge of and is familiar with the restrictions imposed under
         Applicable Laws with respect to the ownership and control of the
         Company, including the restrictions set forth under the Broadcasting
         Act, the Telecommunications Act and the Radiocommunication Act, and the
         related regulations and directions thereto, and the ownership and
         control of the Company, after the consummation of the transactions
         contemplated by this Agreement, shall comply with all such
         requirements.

(j)      SECURITY OWNERSHIP. Other than as has been previously disclosed to the
         Company in writing, none of the Purchaser or any of the Purchaser
         Parties beneficially owns any securities of BCE or any of its
         affiliates.

(k)      GUARANTEE. Concurrently with the execution of this Agreement, the
         Purchaser has caused each of the Equity Sponsors to execute and deliver
         to the Company a guarantee of the obligations of the Purchaser
         hereunder, which guarantee is in full force and effect and, subject to
         the express qualifications in the guarantee, is a valid, binding and
         enforceable obligation of each Equity Sponsor, and no event has
         occurred which, with or without notice, lapse of time or both, would
         constitute a default on the part of any Equity Sponsor under such
         guarantee.

(l)      FINDERS' FEES. Except for Citi Global Investment Banking and TD
         Securities Inc., whose fees will be paid by the Purchaser and/or the
         Purchaser Parties, there is no investment banker, broker, finder or
         other intermediary that has been retained by or is authorized to act on
         behalf of the Purchaser or any of the Purchaser Parties who might be
         entitled to any fee or commission from the Company or any of its
         affiliates upon consummation of the transactions contemplated by this
         Agreement.

                                       3
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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