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<SEC-DOCUMENT>0000718940-11-000002.txt : 20110210
<SEC-HEADER>0000718940-11-000002.hdr.sgml : 20110210
<ACCEPTANCE-DATETIME>20110210071944
ACCESSION NUMBER:		0000718940-11-000002
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20110210
FILED AS OF DATE:		20110210
DATE AS OF CHANGE:		20110210

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BCE INC
		CENTRAL INDEX KEY:			0000718940
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08481
		FILM NUMBER:		11589274

	BUSINESS ADDRESS:	
		STREET 1:		1 CARREFOUR ALEXANDER-GRAHAM-BELL
		CITY:			VERDUN
		STATE:			A8
		ZIP:			H3E 3B3
		BUSINESS PHONE:		514-786-3891

	MAIL ADDRESS:	
		STREET 1:		1 CARREFOUR ALEXANDER-GRAHAM-BELL
		CITY:			VERDUN
		STATE:			A8
		ZIP:			H3E 3B3

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BELL CANADA ENTERPRISES INC
		DATE OF NAME CHANGE:	19880111
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6ksafe_q410.htm
<DESCRIPTION>FORM 6-K
<TEXT>
<HTML>
<HEAD>
   <TITLE>Form 6-K</TITLE>
  <meta equiv="Content-Type" content="text/html; charset=windows-1252">
</HEAD>

<BODY bgcolor="#ffffff">



<A name="page_1"><font size="2"></font></A>

<P align="center">
<B><font size="2">SECURITIES AND EXCHANGE COMMISSION<br>
WASHINGTON, D.C. 20549</font></B><font size="2"> </font></P>
<P align="center">
<B><font size="2">FORM 6-K</font></B><font size="2"> </font></P>
<P align="center">
<B><font size="2">REPORT OF FOREIGN PRIVATE ISSUER </font></B></P>
<P align="center">
<font size="2">Pursuant to Rule 13a-16 or 15d-16 under<br>
the Securities Exchange Act of 1934 </font></P>
<div align="center">
<TABLE border=0 width="70%" cellpadding=0 style="border-collapse: collapse">
<TR valign="bottom">
	<TD align=left width="50%" style="border-left-width:1px; border-right-width:1px; border-top-width:1px; border-bottom-color:#000000">
<FONT size=2>For the month of: </FONT><B><FONT size=2>February 2011</FONT></B><font size="2">
</font>
	</TD>
	<TD align=left width="50%" style="border-left-width:1px; border-right-width:1px; border-top-width:1px; border-bottom-color:#000000">
<p align="right">
<FONT size=2>Commission File Number: </FONT><B><FONT size=2>1-8481</FONT></B><font size="2">
</font>
	</TD>
</TR>
</TABLE></div>
<font size="2"><BR>
</font>
<P align="center">
<B><font size="2">BCE Inc.</font></B><font size="2"> </font><I><font size="2">
<br>
(Translation of Registrant&#146;s name into English)</font></I><font size="2">
</font></P>
<P align="center">
<B><I><font size="2">1, carrefour Alexander-Graham-Bell, Building A, 8<SUP>th</SUP> Floor, Verdun, Qu&eacute;bec, Canada H3E 3B3<br>
(514)
870-8777 </font></I></B><I><font size="2"><br>
(Address of principal executive offices)</font></I><font size="2"> </font></P>
<P align="left">
<font size="2">Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.</font></P>
<div align="center">
<TABLE border=0 width="50%" cellpadding=0 style="border-collapse: collapse">
<TR valign="bottom">
	<TD align=center width="50%">
<FONT size=2>Form 20-F [ ] </FONT>
	</TD>
	<TD align=center width="50%">
<FONT size=2>Form 40-F [X] </FONT>
	</TD>
</TR>
</TABLE></div>
<P align="left">
<font size="2">Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____</font></P>
<P align="left">
<font size="2">Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____</font></P>
<P align="left">
<font size="2">Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934. </font></P>
<div align="center">
<TABLE border=0 width="50%" cellpadding=0 style="border-collapse: collapse">
<TR valign="bottom">
	<TD align=center width="50%">
<FONT size=2>Yes [ ] </FONT>
	</TD>
	<TD align=center width="50%">
<FONT size=2>No [X] </FONT>
	</TD>
</TR>
</TABLE></div>
<P align="left">
<font size="2">If &#147;Yes&#148; is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____.</font></P>
<P align="left">
<font size="2">Notwithstanding any reference to BCE Inc.&#146;s Web site on the World Wide Web in the documents attached hereto, the information contained in BCE Inc.&#146;s site or any other site on the World Wide Web referred to in
BCE Inc.&#146;s site is not a part of this Form 6-K and, therefore, is not furnished to the Securities and Exchange Commission.</font></P>

<HR noshade size=1 color="#000000">




<A name="page_2"><font size="2"></font></A>

<P align="center">
<B><font size="2">SIGNATURE</font></B><font size="2"> </font></P>
<P align="left">
<font size="2">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.</font></P>
<div align="right">
	<table border="0" width="50%" cellpadding="0" style="border-collapse: collapse">
		<tr>
			<td style="border-left-width: 1px; border-right-width: 1px; border-top-width: 1px; border-bottom: 1px solid #000000">
			<B><font size="2">BCE Inc.</font></B><font size="2"> </font>
			<p>
<I><font size="2">(signed) Alain F. Dussault</font></I></td>
		</tr>
		<tr>
			<td>
			<P align="left">
<font size="2">Alain F. Dussault<br>
Corporate Secretary </font></P>
<P align="left">
<font size="2">Date: February 10, 2011 </font></P></td>
		</tr>
	</table>
</div>
<P align="center">
&nbsp;</P>

<HR noshade size=1 color="#000000">




<A name="page_3"><font size="2"></font></A>

<P align="center">
<B><font size="2">EXHIBIT INDEX </font></B></P>
<P align="left">
<font size="2">99.1&nbsp; Safe Harbour Notice Concerning Forward-Looking Statements
</font></P>


</BODY>

</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>safeharbour_q410.htm
<DESCRIPTION>SAFE HARBOUR NOTICE CONCERNING FORWARD-LOOKING STATEMENTS
<TEXT>
<HTML>
<HEAD>
   <TITLE>Safe Harbour Notice Concerning Forward-Looking Statements</TITLE>
  <meta equiv="Content-Type" content="text/html; charset=windows-1252">

</HEAD>

<BODY bgcolor="#ffffff">



<font size="2"></font>

<P align="right">
<font size="2">EXHIBIT 99.1</font></P>
<P align="center">
<img border="0" src="bce_colourlogo.jpg" width="116" height="58"></P>
<P align="center">
&nbsp;</P>
<P align="center">
&nbsp;</P>
<P align="center">
<B><font size="4">BCE&nbsp;INC. </font></B></P>
<P align="center">
&nbsp;</P>
<P align="center">
&nbsp;</P>
<P align="center">
<B><font size="4">Safe Harbour Notice Concerning<br>
Forward-Looking Statements </font></B></P>
<P align="center">
&nbsp;</P>
<P align="center">
&nbsp;</P>
<P align="center">
<B><font size="4">February&nbsp;10,&nbsp;2011 </font></B></P>

<HR noshade size=1 color="#000000">




<font size="2"></font>

<P align="center">
<B><font size="4">Safe Harbour Notice Concerning Forward-Looking Statements
</font></B></P>
<P align="left">
<font size="2">In this document, references to <I>we</I>, <I>us</I>, <I>our</I> and <I>BCE</I> refer to BCE&nbsp;Inc., its direct and indirect subsidiaries and joint ventures. <I>Bell</I> means our Bell&nbsp;Wireline and Bell&nbsp;Wireless segments on an aggregate basis. <I>Bell&nbsp;Aliant</I> means Bell&nbsp;Aliant&nbsp;Inc. (the successor to Bell&nbsp;Aliant Regional Communications Income Fund) and its subsidiaries.
</font></P>
<P align="left">
<font size="2">Certain statements made in the presentation entitled &#147;Bell&nbsp;2011 Analyst Guidance Call&#148;, dated February&nbsp;10,&nbsp;2011, and certain oral statements made by our senior management during Bell&#146;s&nbsp;2011 analyst guidance
call held on February&nbsp;10,&nbsp;2011 (Bell&#146;s&nbsp;2011 Analyst Guidance Call), including, but not limited to, statements relating to BCE&#146;s financial guidance (including revenues, EBITDA, Capital Intensity, Adjusted EPS and Free Cash Flow)<SUP>1</SUP>,
BCE&#146;s business outlook, objectives, plans and strategic priorities, BCE&nbsp;Inc.&#146;s&nbsp;2011 annualized common share dividend and common share dividend policy, the expected achievement of a surplus position in Bell&nbsp;Canada&#146;s defined benefit pension
plan by the end of 2014, Bell&nbsp;Canada&#146;s expected cash taxes for&nbsp;2011 and&nbsp;2012, the proposed acquisition by BCE
Inc.&nbsp;of the remaining 85% interest in CTVglobemedia&nbsp;Inc. (CTVglobemedia) that it does not already own, and other statements that are not historical facts, are forward-looking statements. In addition, we or others on our behalf may make other written or oral statements that are forward-looking from time to time. A statement we
make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements may include words such as <I>aim, anticipate, assumption, believe, could, expect,
goal, guidance, intend, may, objective, outlook, plan, seek, should, strategy, strive, target</I> and <I>will</I>. All such forward-looking
statements are made pursuant to the &#145;safe harbour&#146; provisions of applicable Canadian securities laws and of the <I>United States Private Securities Litigation Reform Act of 1995</I>.
</font></P>
<P align="left">
<FONT size="2">The forward-looking statements made in the presentation entitled &#147;Bell&nbsp;2011 Analyst Guidance Call&#148;, or made orally during Bell&#146;s&nbsp;2011 Analyst Guidance Call, are made as of February&nbsp;10,&nbsp;2011 and, accordingly,
are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from our expectations expressed in
or implied by such forward-looking statements and that our financial guidance, business outlook, objectives, plans and strategic priorities may not be achieved. As a result, we cannot guarantee that any forward-looking statement will materialize and
you are cautioned not to place undue reliance on these forward-looking statements. Except as otherwise indicated by BCE, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions,
monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. The financial impact of these transactions and non-recurring and other special items can be
complex and depends on the facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business. Forward-looking </FONT></P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="21%" colspan="2" valign="top"><hr color="#000000" size="1">
		</td>
		<td width="79%" valign="top">&nbsp;</td>
	</tr>
	<tr>
		<td width="1%" valign="top"><font size="1">1</font></td>
		<td width="99%" colspan="2" valign="top">
		<P align="left">
<FONT size="1"> Refer to footnotes 2 to 5 in Section A.I for a definition of,
and other information concerning, EBITDA, Capital Intensity, Adjusted EPS and
Free Cash Flow. </FONT></P></td>
	</tr>
</table>
<P align="left">
&nbsp;</P>
<P align="center" style="margin-bottom: 0">
<font size="2">- 1 -</font></P>

<HR noshade size=1 color="#000000">




<font size="2"></font>

<P align="left">
<FONT size="2">statements made in writing in connection with, or orally during, Bell&#146;s&nbsp;2011 Analyst Guidance Call are provided for the purpose of giving information about management&#146;s current expectations and plans relating in
particular to&nbsp;2011 and allowing investors and others to get a better understanding of our operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes. </FONT></P>
<P align="left">
<FONT size="2">Sections A, B and C of this document contain, respectively, a description of: </FONT></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the principal forward-looking statements made by BCE&nbsp;during Bell&#146;s&nbsp;2011 Analyst Guidance Call;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the material assumptions made by BCE&nbsp;in developing such principal forward-looking statements; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the principal known risks that could cause our assumptions and estimates to be inaccurate and actual results or events to differ materially from our current expectations expressed in or implied
by our principal forward-looking statements. </FONT></P></li>
</ul>
<P align="center">
<B>A.&nbsp;&nbsp;&nbsp; FORWARD-LOOKING STATEMENTS </B></P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>I.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>2011 FORWARD-LOOKING STATEMENTS </B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">This section outlines the principal elements of financial guidance, prepared under International Financial Reporting Standards (IFRS), provided by BCE&nbsp;for&nbsp;2011. </FONT></P>
<TABLE border=0 width="70%" cellpadding=0 style="border-collapse: collapse">
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<B><U><FONT size=2>Bell&nbsp;(Excluding Bell&nbsp;Aliant)</FONT></U></B><font size="2">
</font>
	</TD>
	<TD align=left width="50%" valign="top">
<B><U><FONT size=2>Guidance for&nbsp;2011</FONT></U></B><font size="2"> </font>
	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<font size="1">&nbsp;</font></TD>
	<TD align=left width="50%" valign="top">
<font size="1">&nbsp;</font></TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<FONT size=2>Revenue growth </FONT>
	</TD>
	<TD align=left width="50%" valign="top">
<FONT size=2>1% to 2% </FONT>
	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<FONT size=2>EBITDA</FONT><SUP><FONT size=2>2 </FONT></SUP><FONT size=2>growth </FONT>
	</TD>
	<TD align=left width="50%" valign="top">
<font size="2">2% to 4% </font>
	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<FONT size=2>Capital Intensity</FONT><SUP><FONT size=2>3</FONT></SUP><font size="2">
</font>
	</TD>
	<TD align=left width="50%" valign="top">
<FONT size=2>approximately 16% </FONT>
	</TD>
</TR>
</TABLE>
<P align="left">
&nbsp;</P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="21%" colspan="2" valign="top"><hr color="#000000" size="1">
		</td>
		<td width="79%" valign="top">&nbsp;</td>
	</tr>
	<tr>
		<td width="1%" valign="top"><font size="1">2</font></td>
		<td width="99%" colspan="2" valign="top">
		<P align="left">
<FONT size="1"> We define EBITDA (earnings before interest, taxes, depreciation and amortization of intangible assets) as operating revenues less cost
of revenue and selling, general and administrative expenses, meaning it represents operating income before depreciation, amortization of intangible assets and restructuring and other. We use EBITDA, among other measures, to assess the operating
performance of our ongoing businesses without the effects of depreciation, amortization of intangible assets and restructuring and other. We exclude these items because they affect the comparability of our financial results and could potentially
distort the analysis of trends in business performance. We exclude depreciation and amortization of intangible assets because it largely depends on the accounting methods and assumptions a company uses, as well as non-operating factors, such as the
historical cost of capital assets. Excluding restructuring and other does not imply they are non-recurring. EBITDA allows us to compare our operating performance on a consistent basis. We believe that certain investors and analysts use EBITDA to
measure a company&#146;s ability to service debt and to meet other payment obligations, or as a common measurement to value companies in the telecommunications industry. </FONT></P>
		</td>
	</tr>
	<tr>
		<td width="1%" valign="top"><font size="1">3</font></td>
		<td width="99%" colspan="2" valign="top">
<P align="left">
<FONT size="1"> Capital Intensity means capital expenditures as a percentage of revenues. </FONT></P>
		</td>
	</tr>
</table>
<P align="left">
&nbsp;</P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 2 -</font></P>

<HR noshade size=1 color="#000000">




<p align="left">&nbsp;</p>

<TABLE border=0 width="70%" cellpadding=0 style="border-collapse: collapse">
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<B><U><FONT size=2>BCE&nbsp;Inc.</FONT></U></B><font size="2"> </font>
	</TD>
	<TD align=left width="50%" valign="top">
<B><U><FONT size=2>Guidance for&nbsp;2011</FONT></U></B><font size="2"> </font>
	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<font size="1">&nbsp;</font></TD>
	<TD align=left width="50%" valign="top">
<font size="1">&nbsp;</font></TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<FONT size=2>Adjusted EPS</FONT><SUP><FONT size=2>4 </FONT></SUP><FONT size=2>and growth </FONT>
	</TD>
	<TD align=left width="50%" valign="top">
<FONT size=2>&#36;2.90 to &#36;3.00 (4% to 8%) </FONT>
	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<FONT size=2>Free Cash Flow and growth</FONT><SUP><FONT size=2>5</FONT></SUP><font size="2">
</font>
	</TD>
	<TD align=left width="50%" valign="top">
<FONT size=2>&#36;2,200&nbsp;million to &#36;2,300&nbsp;million (2% to 6%) </FONT>
	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<FONT size=2>Annualized common share dividend</FONT><SUP><FONT size=2>6</FONT></SUP><font size="2">
</font>
	</TD>
	<TD align=left width="50%" valign="top">
<FONT size=2>&#36;1.97 per share</FONT><SUP><FONT size=2>7</FONT></SUP><font size="2">
</font>
	</TD>
</TR>
</TABLE>
<P align="left">
&nbsp;</P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>II.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>FORWARD-LOOKING STATEMENTS SUBSEQUENT TO&nbsp;2011
</B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">This section outlines certain important forward-looking statements made by BCE&nbsp;under IFRS concerning time periods subsequent to&nbsp;2011. </FONT></P>
<TABLE border=0 width="70%" cellpadding=0 style="border-collapse: collapse">
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<B><U><FONT size=2>Bell&nbsp;Canada</FONT></U></B><font size="2"> </font>
	</TD>
	<TD align=left width="50%" valign="top">
<B><U><FONT size=2>Forward-Looking Statements</FONT></U></B><font size="2">
</font>
	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<font size="1">&nbsp;</font></TD>
	<TD align=left width="50%" valign="top">
<font size="1">&nbsp;</font></TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<FONT size=2>Cash taxes </FONT>
	</TD>
	<TD align=left width="50%" valign="top">
<FONT size=2>Expected cash taxes for&nbsp;2012 </FONT>
	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<font size="1">&nbsp;</font></TD>
	<TD align=left width="50%" valign="top">
<font size="1">&nbsp;</font></TD>
</TR>
<TR valign="bottom">
	<TD align=left width="50%" valign="top">
<FONT size=2>Pension Surplus </FONT>
	</TD>
	<TD align=left width="50%" valign="top">
<FONT size=2>Achieving a surplus position in Bell&#146;s defined benefit pension plan by the end of&nbsp;2014 </FONT>
	</TD>
</TR>
</TABLE>
<P align="left">
&nbsp;</P>
<P align="center">
<B>B.&nbsp;&nbsp;&nbsp; MATERIAL ASSUMPTIONS MADE IN THE PREPARATION OF
FORWARD-LOOKING STATEMENTS </B></P>
<P align="left">
<FONT size="2">A number of assumptions were made by BCE&nbsp;in preparing its forward-looking statements for&nbsp;2011. These material assumptions are outlined in this section. The reader should note that assumptions made in the preparation of
forward-looking statements, although considered reasonable by BCE&nbsp;at the time of preparation of such forward-looking statements, may prove to be inaccurate. Accordingly, our actual results could differ materially from our expectations expressed in
or implied by our forward-looking statements. </FONT></P>
<P align="left">
&nbsp;</P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="21%" colspan="2" valign="top"><hr color="#000000" size="1">
		</td>
		<td width="79%" valign="top">&nbsp;</td>
	</tr>
	<tr>
		<td width="1%" valign="top"><font size="1">4</font></td>
		<td width="99%" colspan="2" valign="top">
<P align="left">
<FONT size="1"> We define Adjusted net earnings as net earnings before restructuring and other and net (gains) losses on investments. We define
Adjusted EPS as Adjusted net earnings per BCE&nbsp;Inc. common share. <br>
We use Adjusted EPS and Adjusted net earnings, among other measures, to assess the operating performance of our ongoing businesses without the effects of after-tax restructuring and other, and net (gains) losses on
investments. We exclude these items because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring.
</FONT></P>
		</td>
	</tr>
	<tr>
		<td width="1%" valign="top"><font size="1">5</font></td>
		<td width="99%" colspan="2" valign="top">
<FONT size="1"> We define Free Cash Flow as cash flows from operating activities and dividends received from Bell&nbsp;Aliant less capital expenditures,
preferred share dividends, distributions paid by subsidiaries to non-controlling interest, other investing activities and Bell&nbsp;Aliant free cash flow. We consider Free Cash Flow to be an important indicator of the financial strength and performance
of our business because it shows how much cash is available to repay debt and to reinvest in our company. We present Free Cash Flow consistently from period to period, which allows us to compare our financial performance on a consistent basis. We
believe that certain investors and analysts use Free Cash Flow to value a business and its underlying assets.</FONT></td>
	</tr>
	<tr>
		<td width="1%" valign="top"><font size="1">6</font></td>
		<td width="99%" colspan="2" valign="top">
<P align="left">
<font size="1">Subject to dividends being declared by the board of directors of BCE&nbsp;Inc.</font></P>
		</td>
	</tr>
	<tr>
		<td width="1%" valign="top"><font size="1">7</font></td>
		<td width="99%" colspan="2" valign="top">
<P align="left">
<FONT size="1">Consistent with BCE&nbsp;Inc.&#146;s common share dividend policy with a target dividend payout ratio of 65% to 75% of Adjusted EPS. </FONT></P>
		</td>
	</tr>
</table>
<P align="left">
&nbsp;</P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 3 -</font></P>

<HR noshade size=1 color="#000000">




<p align="left">&nbsp;</p>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>I.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>MATERIAL ASSUMPTIONS MADE IN THE PREPARATION OF&nbsp;2011 FORWARD-LOOKING STATEMENTS
</B></P></td>
	</tr>
</table>
<P align="left">
<B>Economic Assumptions </B></P>
<P align="left">
<font size="2">Our&nbsp;2011 forward-looking statements are based on certain assumptions concerning the Canadian economy.  In particular, we have assumed that Canadian gross domestic product (GDP) in&nbsp;2011 will grow by approximately 2.4%,
compared to&nbsp;2010, based on the Bank of&nbsp;Canada&#146;s recent estimate.</font><B><font size="2">
</font></B></P>
<P align="left">
<B>Market Assumptions </B></P>
<P align="left">
<font size="2">Our&nbsp;2011 forward-looking statements also reflect various Canadian market assumptions.<B> </B>In particular, we have made the following market
assumptions: </font></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">cost rationalization and cautious spending by business customers to continue given the modest pace of economic recovery;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the current levels of residential wireline competition to continue especially from cable companies and providers of Voice over Internet Protocol (VoIP) services;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">higher wireline substitution primarily due to the presence of new wireless entrants and the accelerating adoption of mobile Internet and mobile television; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">wireless industry penetration gain of 4 to 5 basis points in&nbsp;2011 stimulated in particular by new entrant competition, the accelerating adoption of smartphones and the use of data applications,
as well as by the emergence of new types of wireless devices such as tablets.
	</FONT></P></li>
</ul>
<P align="left">
<B>Financial and Operational Assumptions </B></P>
<P align="left">
<FONT size="2">Our&nbsp;2011 forward-looking statements are also based on various internal financial and operational assumptions. </FONT></P>
<P align="left">
<B>Bell&nbsp;(excluding Bell&nbsp;Aliant) </B></P>
<P align="left">
<B><I>Operational Assumptions </I></B></P>
<P align="left">
<FONT size="2">We have made the following internal operational assumptions with respect to Bell&nbsp;(excluding Bell&nbsp;Aliant) for&nbsp;2011: </FONT></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">our residential and business network access services (NAS) losses to further slow down despite continuing intense competition;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">continued customer migration to Internet Protocol (IP)-based systems and ongoing pricing pressures in our business and wholesale markets;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">Bell&nbsp;Mobility&nbsp;Inc. (Bell&nbsp;Mobility) to maintain its market share of the incumbent wireless postpaid market;
	</FONT></P></li>
</ul>
<P align="left" style="margin-top: 0; margin-bottom: 0">&nbsp;</P>
<P align="center" style="margin-bottom: 0">
<font size="2">- 4 -</font></P>

<HR noshade size=1 color="#000000">




<p align="left">&nbsp;</p>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">our ability to leverage our wireless high-speed packet access (HSPA+) network investments to drive a higher mix of smartphone and other high-value customers, resulting in higher data and
roaming revenues; </FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">higher wireless average revenue per unit (ARPU) driven by data usage and roaming growth, offset partly by lower voice ARPU due to increased competition;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">wireless EBITDA margin expansion, despite increased total spending on customer retention and acquisition, due to the favourable impact of significant subscriber loadings in&nbsp;2010 and
year-over-year growth in ARPU; </FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">continued broadband infrastructure and fibre expansion and upgrades to support our Internet Protocol Television (IPTV) and Internet services;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">approximately 2&nbsp;million IPTV-ready households and broadband fibre footprint extended to approximately 4&nbsp;million homes by the end of&nbsp;2011;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">broadband fibre improvements driving increased subscriber and ARPU growth, as well as lower customer churn;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">IPTV contributing to stronger overall video subscriber growth; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">wireline expense reductions and operating efficiency gains, resulting from our ongoing focus on cost saving opportunities, to help offset costs associated with scaling our IPTV service and to
continue to support maintenance of stable EBITDA margins. </FONT></P></li>
</ul>
<P align="left">
<B><I>Financial Assumptions </I></B></P>
<P align="left">
<FONT size="2">We have made the following internal financial assumptions with respect to Bell&nbsp;(excluding Bell&nbsp;Aliant) for&nbsp;2011: </FONT></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">a preliminary pension expense estimate of approximately &#36;120&nbsp;million, reflecting an estimated accounting discount rate of 5.5% and an expected return on plan assets of 7%, with an estimated
above EBITDA current service cost of approximately &#36;170&nbsp;million and an estimated below EBITDA net pension financing return of approximately &#36;50&nbsp;million;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">total pension plan cash funding of approximately &#36;400&nbsp;million;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">cash taxes of approximately &#36;200&nbsp;million; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the repayment of&nbsp;2011 debt maturities.
	</FONT></P></li>
</ul>
<P align="left">
<B>BCE&nbsp;</B></P>
<P align="left">
<B><I>Financial Assumptions </I></B></P>
<P align="left">
<FONT size="2">We have made the following internal financial assumptions with respect to BCE&nbsp;Inc. for&nbsp;2011: </FONT></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">depreciation and amortization expense slightly lower compared to&nbsp;2010;
	</FONT></P></li>
</ul>
<P align="left" style="margin-top: 0; margin-bottom: 0">&nbsp;</P>
<P align="center" style="margin-bottom: 0">
<font size="2">- 5 -</font></P>

<HR noshade size=1 color="#000000">




<p align="left">&nbsp;</p>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">restructuring and other expenses in the range of &#36;100&nbsp;million to &#36;150&nbsp;million;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">a statutory tax rate of approximately 28.3% and an effective tax rate of approximately 25%; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">an annual common share dividend of &#36;1.97 per share.
	</FONT></P></li>
</ul>
<p align="left" style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>II.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>MATERIAL ASSUMPTIONS MADE IN THE PREPARATION OF FORWARD-LOOKING STATEMENTS SUBSEQUENT TO&nbsp;2011
</B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">BCE&#146;s forward-looking statements for time periods subsequent to&nbsp;2011 involve longer-term assumptions and estimates than forward-looking statements for&nbsp;2011 and are consequently subject to greater uncertainty. Therefore,
readers are especially cautioned not to place undue reliance on such long-term forward-looking statements. </FONT></P>
<P align="left">
<FONT size="2">The forward-looking statement concerning Bell&nbsp;Canada&#146;s cash taxes for&nbsp;2012 assumes the full utilization in&nbsp;2012 of Bell&nbsp;Canada&#146;s investment tax credit carry-forwards, the reduction in&nbsp;2011 of cash taxes due to the
voluntary &#36;750&nbsp;million pension plan contribution made in&nbsp;2010 and higher levels of taxable earnings. </FONT></P>
<P align="left">
<FONT size="2">The forward-looking statement concerning the achievement of a surplus position in Bell&nbsp;Canada&#146;s defined benefit pension plan by the end of 2014 assumes a return on plan assets of approximately 11% for&nbsp;2010 and 7%
for&nbsp;2011 to 2014, a 4.25% discount rate at the end of&nbsp;2010, an approximate 100 basis points increase in the discount rate by the end of 2014, and regular annual pension contributions of &#36;400&nbsp;million from&nbsp;2011 to 2014. Bell&nbsp;Canada&#146;s ability
to make such regular annual pension contributions is in turn subject to the material risks discussed in Section C of this document. </FONT></P>
<P align="center">
&nbsp;</P>
<P align="center">
<B>C.&nbsp;&nbsp;&nbsp; MATERIAL RISKS UNDERLYING OUR FORWARD-LOOKING STATEMENTS </B></P>
<P align="left">
<FONT size="2">This section describes the principal risks that could have a material adverse effect on our financial condition, results of operations, cash flows or business. These risks could cause our assumptions and estimates to be
inaccurate and cause actual results or events to differ materially from our expectations expressed in or implied by our forward-looking statements, including our financial guidance and business outlook disclosed on February&nbsp;10,&nbsp;2011 during Bell&#146;s
2011 Analyst Guidance Call.  Since the realization of our forward-looking statements, including our ability to meet our financial guidance, essentially depends on our business performance which, in turn, is subject to many risks including, without
limitation, competitive, technological, economic, financial, regulatory and other risks, the reader is cautioned that all risks described in this Safe Harbour Notice could have a material adverse impact on our forward-looking statements.
</FONT></P>
<P align="left">
<FONT size="2">A risk is the possibility that an event might happen in the future that could have a negative effect on our financial condition, results of operations, cash flows or business. Part of managing our business is to
understand what these potential risks could be and to mitigate them where we can. </FONT></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 6 -</font></P>

<HR noshade size=1 color="#000000">




<p align="left">&nbsp;</p>

<P align="left">
<FONT size="2">The actual effect of any event on our financial condition, results of operations, cash flows or business could be materially different from what we currently anticipate. In addition, our description of risks does not
include all possible risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our financial condition, results of operations, cash flows or business.
</FONT></P>
<P align="left">
<FONT size="2">As a result of BCE&nbsp;Inc.&#146;s strategy of concentrating on Bell&nbsp;Canada&#146;s communications business, BCE&nbsp;Inc.&#146;s financial performance now depends on how well Bell&nbsp;Canada performs financially. Accordingly, the risk factors
described below mainly relate to the operations and businesses of Bell&nbsp;Canada and its subsidiaries and joint ventures. </FONT></P>
<P align="left">
&nbsp;</P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>I.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>RISKS RELATING TO OUR COMPETITIVE ENVIRONMENT
</B></P></td>
	</tr>
	<tr>
		<td width="3%" valign="top">&nbsp;</td>
		<td width="98%" valign="top">&nbsp;</td>
	</tr>
	<tr>
		<td width="3%" valign="top">
<B>1.</B></td>
		<td width="98%" valign="top">
<P align="left">
<B>Introduction
</B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">We face intense competition across all business segments and key product lines that could adversely affect our market shares, volumes and pricing strategies and, consequently, our financial results. The rapid development
of new technologies, services and products has altered the traditional lines between telecommunications, Internet and broadcasting services and brought new competitors to our markets. Technology substitution and VoIP, in particular, have reduced
barriers to entry in our industry. This has allowed competitors to launch new products and services and gain market share with far less investment in financial, marketing, personnel and technological resources than has historically been required. We
expect this trend to continue in the future, which could adversely affect our growth and our financial performance. </FONT></P>
<P align="left">
<FONT size="2">Competition affects our pricing strategies and could reduce our revenues and lower our profitability. We are under constant pressure to keep our prices and service offerings competitive. Changes in our pricing strategies
that result in price increases for certain services or products, or changes in pricing strategies by our competitors, could affect our ability to gain new customers and retain existing ones. We need to be able to anticipate and respond quickly to
the constant changes in our businesses and markets. If we fail to do so, our business and market position could be adversely affected. </FONT></P>
<P align="left">
<FONT size="2">The Canadian Radio-television and Telecommunications Commission (CRTC) regulates the prices we can charge for basic access services in areas where it determines there is not enough competition to protect the interests of
users.  To date, the CRTC has determined that competition was sufficient to grant forbearance from price regulation for over 90% of Bell&nbsp;Canada&#146;s residential local telephone service lines and over 80% of Bell&nbsp;Canada&#146;s business local telephone
service lines in Ontario and Qu&eacute;bec.</FONT></P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>2.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>Wireline
</B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">Our main competitors in local and access services are: TELUS Corporation (TELUS); Allstream Enterprise Solutions (a division of MTS Allstream&nbsp;Inc.) (Allstream); Primus Telecommunications&nbsp;Canada&nbsp;Inc. (Primus); Rogers
Cable Communications&nbsp;Inc. (Rogers Cable), in Ontario, New Brunswick and Newfoundland and Labrador; Vid&eacute;otron Lt&eacute;e (Vid&eacute;otron), in Qu&eacute;bec; Cogeco Cable&nbsp;Inc. (a subsidiary of Cogeco&nbsp;Inc.) (Cogeco Cable), in Ontario and
Qu&eacute;bec; </FONT></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 7 -</font></P>

<HR noshade size=1 color="#000000">




<p align="left">&nbsp;</p>

<P align="left">
<FONT size="2">Bragg Communications&nbsp;Inc. operating under the EastLink trade-name (EastLink); Vonage&nbsp;Canada (a division of Vonage Holdings Corp.) (Vonage); and Shaw Communications&nbsp;Inc. (Shaw), in British Columbia, Alberta, Saskatchewan,
Manitoba and Ontario. </FONT></P>
<P align="left">
<FONT size="2">Our major competitors in long distance services are: Allstream; TELUS; Primus; Vonage; dial-around providers, such as Yak and Looney Call, which are divisions of YAK Communications (Canada) Corp. which is owned by
Globalive Communications Corp.; prepaid long distance providers, such as Group of Gold Line and Vonage; Cogeco Cable, in Ontario and Qu&eacute;bec; Rogers Cable, in Ontario, New Brunswick and Newfoundland and Labrador; Vid&eacute;otron, in
Qu&eacute;bec; EastLink; and Shaw, in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. </FONT></P>
<P align="left">
<FONT size="2">We continue to face cross-platform competition as customers substitute traditional services with new and non-traditional technologies and the rate at which such technology substitution takes place may accelerate. For
example, our wireline business competes with VoIP, wireless and Internet services, including chat services, instant messaging and e-mail. In particular, Industry&nbsp;Canada&#146;s licensing of advanced wireless services (AWS) spectrum to new wireless
entrants, many of which already started providing services, could cause technology substitution to accelerate. </FONT></P>
<P align="left">
<FONT size="2">We are facing significant competitive pressure from cable companies as a result of them offering voice services over their networks. Cable telephony is being driven by its inclusion in discounted bundles and is now
offered by cable operators in most major and mid-sized communities and in small communities as well. In addition, certain cable companies have recently launched or intend to launch wireless service, allowing them to offer, like Bell&nbsp;Canada,
telephone, Internet, wireless and television services and, consequently, enhancing their ability to leverage discounted bundles. Accordingly, we expect that competitive pressure from cable companies will intensify, which will increase downward
pressure on our market share, especially in the residential market. This could have an adverse effect on our business and results of operations.</FONT></P>
<P align="left">
<FONT size="2">Although we expect the rate of our residential and business NAS losses to further slow down in&nbsp;2011, compared to&nbsp;2010, there is a risk that adverse changes in certain factors, including, in particular, competitive
actions by cable providers and increased wireless substitution that may result especially from new entrants providing wireless services at lower prices relative to our prices and those of other incumbent wireless service providers, may result in
acceleration, beyond our current assumptions, in our rates of NAS erosion. This could have an adverse effect on our results of operations. Furthermore, additional competitive pressure from the adoption of alternative technologies, products and
services is making significant inroads into our legacy services, which typically represent our higher-margin business. </FONT></P>
<P align="left">
<FONT size="2">Prices for long distance services have been declining since this segment was opened to competition. Our long distance services continue to face intense competitive pressure given the expanded presence of cable telephony
and the continuing impact of non-traditional services, including e-mail and text-messaging, prepaid cards, dial-around services and VoIP, as well as from traditional competitors such as inter-exchange carriers and resellers. We also experience
competition from telecommunications providers such as Skype Technologies (a division of </FONT></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 8 -</font></P>

<HR noshade size=1 color="#000000">




<p align="left">&nbsp;</p>

<P align="left">
<FONT size="2">eBay) that provide long distance service at low prices using personal computers and broadband connections. </FONT></P>
<P align="left">
<FONT size="2">Competition for contracts to supply communications services to large business customers is very intense. Customers may choose to switch to competitors that offer lower prices to gain market share. Such competitors may be
less concerned about the quality of service or impact on their margins than we are. </FONT></P>
<P align="left">
<FONT size="2">In Bell&nbsp;Aliant&#146;s residential markets, competition is well established. Local telephone service was offered by EastLink in Nova Scotia and Prince Edward Island beginning in 1999 and 2001, respectively. Since then, the
competitive local service market has continued to expand with the introduction of local service competition in New Brunswick and Newfoundland and Labrador, as well as in Ontario and Qu&eacute;bec. Bell&nbsp;Aliant&#146;s business markets are also
increasingly competitive, with competition continuing to come from VoIP providers, cable television operators and system integrators. </FONT></P>
<P align="left">
<FONT size="2">The current competitive environment suggests that the number of our legacy wireline customers and the volume of our long distance traffic will continue to decline in the future. Continued decline will lead to reduced
economies of scale in those businesses and, in turn, lower margins. Our strategy is to seek to mitigate these declines through cost reductions and by building the business for newer growth services. However, the margins on newer services are
generally less than the margins on legacy services and we cannot provide any assurance that our efforts will be successful. If legacy services margins decline faster than the rate of growth in margins for our newer growth services, our financial
performance could be adversely affected. In addition, if customers who stop using our voice services also cease using our other services, our financial performance could be adversely affected. Bringing to market new growth products and services is
expensive and inherently risky as it requires capital and other investments at a time when the demand for the products or services is uncertain. It may also require us to compete in areas outside our core connectivity business against highly capable
competitors. The launch of new products or services could be delayed or cancelled due to reductions in the amount of available capital to be invested. Any such delay or cancellation could have an adverse effect on our business, cash flows and
results of operations. </FONT></P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>3.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>Wireless
</B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">The Canadian wireless telecommunications industry is highly competitive.  Competition is based on price, selection of devices, scope of services, technical quality, coverage and capacity of the wireless networks,
customer service, breadth of distribution, brand and marketing, as well as the number of wireless operators providing service.  We compete for wireless subscribers, dealers and retail distribution outlets, content and device access, and personnel
directly with the two other large incumbent national wireless operators, Rogers Wireless&nbsp;Inc. (including its subsidiary Fido Solutions&nbsp;Inc.) and TELUS Mobility (a business unit of TELUS), as well as with four new wireless entrants that, as mentioned
below, have already launched wireless service after having acquired spectrum in Industry&nbsp;Canada&#146;s AWS spectrum auction that concluded on July&nbsp;21,&nbsp;2008. In addition, there are a number of resellers known as mobile virtual network operators that
aggressively introduce, price and market their products and services.</FONT></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 9 -</font></P>

<HR noshade size=1 color="#000000">




<p align="left">&nbsp;</p>

<P align="left">
<FONT size="2">Competition is expected to continue to intensify as a result of Industry&nbsp;Canada&#146;s licensing of AWS spectrum to ten new facilities-based wireless competitors that each acquired spectrum in separate regions, many of which
overlap.  Following this acquisition of spectrum, four new entrants have already launched wireless service, primarily in major population centres. More specifically, Vid&eacute;otron, which launched wireless service on September&nbsp;9,&nbsp;2010, provides
service in Montr&eacute;al and other parts of Qu&eacute;bec; Globalive Wireless Management Corp. (Globalive) has provided wireless service in Toronto and Calgary since December&nbsp;2009 and expanded to other large cities in&nbsp;Canada during&nbsp;2010; Data
&amp; Audio Visual Enterprises Wireless&nbsp;Inc. (DAVE) launched wireless service in Toronto in May&nbsp;2010 and has also started providing wireless service in Vancouver, Calgary and Edmonton; and Public Mobile&nbsp;Inc. (Public Mobile) provides wireless service
in the Toronto and Montr&eacute;al areas since May&nbsp;2010. In addition to Vid&eacute;otron, Globalive, DAVE and Public Mobile, spectrum was also awarded to the following entities, or one of their affiliates: Shaw, EastLink, Celluworld&nbsp;Inc., Rich
Telecom Corporation, Blue&nbsp;Canada Wireless&nbsp;Inc. and Novus Wireless&nbsp;Inc. Of those entities, Shaw has publicly declared an expected launch date in&nbsp;2012, but we are unaware of declarations of expected launch dates from the other entities. </FONT></P>
<P align="left">
<FONT size="2">The increase in the level of competitive intensity in the Canadian wireless telecommunications industry will depend on the incumbents&#146; and new entrants&#146; pricing, marketing and other strategies. In particular,
in order to gain market share, the new entrants&#146; strategies include price discounting relative to our and other incumbents&#146; pricing as well as increased competition at the distribution level.  They are also pursuing new data content and
applications.  The new entrants&#146; pricing and other strategies, as well as the pricing and other strategies of the incumbent wireless service providers in response to the new entrants&#146; actions, could adversely affect our ability to gain new
customers and retain existing ones and could require us to adjust our own pricing and other strategies, which in turn could have an adverse effect on our business and results of operation. The new entrants could achieve higher market shares than we
currently expect particularly as a result of their pricing strategies and focused product offerings.</FONT></P>
<P align="left">
<FONT size="2">The level of competitive intensity will also depend on the speed at which new entrants will achieve territorial expansion of their wireless service as well as the timing and scope of launch of wireless service by the
remaining potential new entrants that have not yet launched service. </FONT></P>
<P align="left">
<FONT size="2">We also expect competition to continue to intensify as new technologies, products and services are developed. For example, mobile handsets that bypass wireless service providers&#146; networks to access the Internet are now
available from a number of manufacturers and service providers. If these products significantly penetrate the marketplace, usage of our wireless networks may decline, which could adversely affect our wireless revenues. </FONT></P>
<P align="left">
<font size="2">The wireless telecommunications industry commits significant resources to research and development (R&amp;D). A majority of this work is expended in the refinement of mainstream wireless standardization activities that
result in highly successful technology such as HSPA<B> </B>and long-term evolution (LTE). Some of this technology is transferable into competing or complementary technology
tracks that can be standards-based in the case of wireless fidelity (Wi-Fi) and WiMAX or proprietary vendor-specific solutions. Although these technology tracks have not gained significant revenue market share in&nbsp;Canada, we expect that continued
development and refinement of the business model will increase competition.
</font></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 10 -</font></P>

<HR noshade size=1 color="#000000">




<p align="left">&nbsp;</p>

<P align="left">
<FONT size="2">Pressure on our ARPU, costs of acquisition and retention, and EBITDA would likely result if competitors increase subsidies for handsets, particularly for smartphones which could result in acceleration in our smartphone
mix faster than currently anticipated, lower airtime and wireless data prices and offer other incentives to attract new customers. Wireless competition is also expected to continue to intensify due to an increased emphasis on new data plans and
multi-product bundles including as a result of the ability of certain cable companies to include wireless service in discounted bundles following their acquisition of AWS spectrum and their recent launch or intended launch of wireless service. This
emphasis could also pressure our ARPU and increase churn and costs of acquisition and retention.</FONT></P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>4.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>Internet Access </B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">We compete with cable companies and Internet service providers (ISPs) to provide high-speed and dial-up Internet access and related services. In particular, cable companies have focused on increased bandwidth and
discounted pricing on bundles to compete against us, which could directly affect our ability to maintain ARPU performance and could adversely affect our results of operations.  As previously indicated, certain cable companies have recently launched
or intend to launch wireless service enhancing their ability to leverage discounted bundles to retain existing customers and acquire new ones. </FONT></P>
<P align="left">
<FONT size="2">Cable companies have aggressively rolled out Internet networks offering higher speeds to their customers, forcing us to incur significant capital expenditures in order to also be able to deploy next-generation fibre
networks and thus offer higher Internet speeds as well.  The failure to make such continued investments in our Internet networks enabling us to offer Internet services at higher speeds to our customers as well as our inability to offer a different
range of products and services compared to our competitors would adversely affect our ability to compete, the pricing of our products and services and our results of operations. Furthermore, as penetration of the Canadian broadband Internet market
reaches higher levels, the possibility to acquire new customers increasingly depends on our ability to win customers away from our competitors. However, as customers increasingly choose to bundle services, our ability to acquire customers from our
competitors is adversely affected. </FONT></P>
<P align="left">
<FONT size="2">Developments in wireless broadband services may also lead to increased competition in certain geographic areas. This could have an adverse effect on the ability of our Internet access services business to acquire or
retain subscribers and on its financial performance. </FONT></P>
<P align="left">
<FONT size="2">In the high-speed Internet access services market, we compete with large cable companies such as: Rogers Cable, in Ontario, New Brunswick and Newfoundland and Labrador; Vid&eacute;otron, in Qu&eacute;bec; Cogeco Cable,
in Ontario and Qu&eacute;bec; Shaw, in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario; and EastLink. </FONT></P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>5.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>Video
</B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">Competition for subscribers is based on the number and kinds of channels offered, quality of the signal, set-top box (STB) features, availability of service in the region, price and customer service. Bell&nbsp;ExpressVu
Limited Partnership (Bell&nbsp;TV) competes throughout&nbsp;Canada directly with Shaw which operates a direct-to-home (DTH) satellite TV service as well as a cable TV service in certain provinces, and with cable companies across&nbsp;Canada. Most of these cable
</FONT></P>

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<p align="left">&nbsp;</p>

<P align="left">
<FONT size="2">companies continue to upgrade their networks, operational systems and services, which will improve their competitiveness. This could negatively affect our financial performance. </FONT></P>
<P align="left">
<FONT size="2">We hold broadcasting distribution licences to offer video services for major centres in Ontario and Qu&eacute;bec.  Fully digital video services are offered as both an IP-based service and as a satellite-based service.
These services provide unique competitive advantages relative to analogue cable-TV, such as time-shifted programming flexibility, on-screen caller ID and an all-digital broad selection of channels. The IP-based service was launched on September&nbsp;13,
2010 as Bell&nbsp;Fibe TV, an advanced IPTV service, in several Toronto and Montr&eacute;al neighbourhoods. The launch of our IPTV service provides us the opportunity to gain market share and enhance our competitive position in core urban markets
starting with the cities of Toronto and Montr&eacute;al. </FONT></P>
<P align="left">
<FONT size="2">Our competitors include Canadian cable companies such as: Rogers Cable, in Ontario, New Brunswick and Newfoundland and Labrador; Vid&eacute;otron, in Qu&eacute;bec; Cogeco Cable, in Ontario and Qu&eacute;bec; Shaw, with
its cable TV service, in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and Shaw with its Shaw Direct DTH satellite service; and EastLink. In addition to these traditional video competitors, certain traditional telephone companies
have recently launched or are contemplating the launch of IPTV services that would compete with Bell&nbsp;TV in certain markets. </FONT></P>
<P align="left">
<FONT size="2">In addition to the licensed broadcast distribution undertakings noted above, new unregulated video services and over-the-top (OTT) content offerings, such as &#147;Netflix&#148; and &#147;HULU&#148;, available over
high-speed Internet connections, are beginning to compete with traditional television services and changing our traditional business models. The increased adoption of these alternative TV, or OTT, services by customers is driven in part by evolving
technology, changing demographics and viewing preferences.  Strategies adopted by the new wireless entrants could also accelerate adoption of alternative TV services and customer losses.  In addition, increased speed and bandwidth of networks create
platforms for new competition and product substitution. There can be no certainty that we will be able to recuperate investments made to upgrade networks in light of such new competition and product substitution.  The continued growth and adoption
by customers of these alternative TV services, such as through the adoption of mobile Internet and television over the Internet, could negatively affect our business and results of operation. </FONT></P>
<P align="left">
<FONT size="2">We continue to face competition from unregulated U.S. DTH satellite television services that are sold illegally in&nbsp;Canada. In response, we are participating in legal actions that are challenging the sale of U.S. DTH
satellite television equipment in&nbsp;Canada. This competition and the outcome of the related legal actions could have an adverse effect on our business and results of operations. </FONT></P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>6.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>Wholesale
</B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">The main competitors in our wholesale business include both traditional carriers and emerging carriers. Traditional competitors include Allstream and TELUS, both of which may wholesale some or all of the same products
and services as Bell&nbsp;Canada. Non-traditional competitors include electrical utility-based telecommunications providers, cable operators, domestic competitive local exchange carriers (CLECs) and U.S.-based carriers for certain services. Despite
intense competitive pressure, our new products and unregulated services markets continue to </FONT></P>

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<p align="left">&nbsp;</p>

<P align="left">
<font size="2">grow. However, growth of end-user technologies such as VoIP is continuing to increase pressure on some legacy product lines.</font><B><font size="2">
</font></B></P>
<P align="left">
&nbsp;</P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>II.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>GENERAL RISKS THAT COULD AFFECT OUR BUSINESS AND RESULTS
</B></P></td>
	</tr>
</table>
<P align="left">
<B><I>1.&nbsp;&nbsp; Adverse economic conditions, adverse conditions in the financial markets and the level of retail and commercial activity
could have a negative impact on demand for our products and services, potentially reducing revenues and profitability and threatening the ability of our customers to pay their expenses.
</I></B></P>
<P align="left">
<FONT size="2">Our business is affected by general economic and financial conditions, consumer confidence and spending, and the demand for, and prices of, our products and services. Adverse economic conditions, such as economic
downturns or recessions, adverse conditions in the financial markets and the level of retail and commercial activity could have a negative impact on demand for our products and services. During these periods, customers may delay buying our products
and services, reduce purchases or discontinue using them. Weak economic and financial conditions could lower our revenues and profitability and reduce cash flows from operations. Such conditions could also negatively affect the financial condition
and creditworthiness of our customers, which could increase uncertainty about our ability to collect receivables and potentially increase our bad debt expenses, which could adversely affect our results of operations. </FONT></P>
<P align="left">
<FONT size="2">Our operational and financial objectives for&nbsp;2011 may not be achieved depending on the strength and duration of the economic recovery in&nbsp;2011 and should actual economic growth be slower than currently
anticipated.</FONT></P>
<P align="left">
<B><I>2.&nbsp;&nbsp; Failure to achieve our business objectives could have an adverse impact on our financial performance and growth
prospects. </I></B></P>
<P align="left">
<FONT size="2">We continue to pursue our goal to be recognized by customers as&nbsp;Canada&#146;s leading communications company through focused execution against our five strategic imperatives. </FONT></P>
<P align="left">
<FONT size="2">Executing against these imperatives requires shifts in employee skills, investing capital to implement our strategies and operating priorities, as well as targeted cost reductions. If our management, processes or
employees are not able to adapt to these changes or if required capital is not available on favourable terms, we may fail to achieve our business objectives, which could have an adverse effect on our business, financial performance and growth
prospects. </FONT></P>
<P align="left">
<FONT size="2">Our strategies require us to continue to transform our cost structure. Accordingly, we are continuing to implement several initiatives to reduce costs while containing our capital expenditures. Our objectives for
targeted cost reductions continue to be aggressive and there is no assurance that we will be successful in reducing costs, especially because on an ongoing basis, incremental cost savings are more difficult to achieve. Our cost reduction objectives
require aggressive negotiations with our key suppliers and there can be no assurance that such negotiations will be successful or that replacement products or services provided will not lead to operational issues. </FONT></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 13 -</font></P>

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<p align="left">&nbsp;</p>

<P align="left">
<FONT size="2">Improved customer service and an enhanced perception of Bell&nbsp;Canada&#146;s service offerings by existing and potential customers are critical to increasing customer retention and ARPU and attracting new customers. However,
there is a risk that the increasing complexity of our networks could hinder the effective management of such services and networks, which could adversely affect service levels. In particular, our new Bell&nbsp;Fibe TV service delivery platform is built
upon a large number of complex sub-systems working together. The increased complexity could hinder our ability to efficiently manage and deliver the service to our customers and thus increase our costs of providing the service. In addition, the
increasing number of smartphone users could require more support from our customer contact centres than currently anticipated, which could have an adverse effect on customer service and on our costs of providing such service. Delays in the planned
implementation of improvements within our customer contact centres could also adversely affect customer service and delay the achievement of cost reductions. </FONT></P>
<P align="left">
<FONT size="2">Accordingly, there is a risk that customer service improvements will be delayed or not be achieved or that, even if achieved, that they will not necessarily translate into an enhanced public perception of Bell&nbsp;Canada&#146;s
service offerings, the achievement of customer retention objectives or increased revenues. There is also a risk that customer service improvements will be more costly to implement than currently anticipated, which could adversely affect our results
of operations. </FONT></P>
<P align="left">
<FONT size="2">If we are unable to achieve any or all of these objectives, our business and results of operations could be adversely affected. </FONT></P>
<P align="left">
<B><I>3.&nbsp;&nbsp; We need to anticipate technological change and invest in or develop new technologies, products and services. If we are
unable to upgrade our networks, launch new technologies, products and services on a timely basis or if regulation expands to delay newer technologies, our business and results of operations may be adversely affected.
</I></B></P>
<P align="left">
<FONT size="2">We operate in markets that are affected by constant technological change, evolving industry standards, changing client needs, frequent introductions of new products and services and short product life cycles. Investment
in our networks and in new technologies, products and services and the ability to launch, on a timely basis, such technologies, products and services are critical to increasing the number of our subscribers and achieving our financial performance
objectives. </FONT></P>
<P align="left">
<FONT size="2">We may face additional risks as we develop new products, services and technologies, and update our networks to stay competitive. Newer technologies, for example, may quickly become obsolete or may need more capital than
initially expected. Development could be delayed for reasons beyond our control. Substantial investments usually need to be made before new technologies prove to be commercially viable. There is also a risk that current regulation could be expanded
to apply to newer technologies which could delay our launch of new services. </FONT></P>
<P align="left">
<FONT size="2">There is no assurance that we will be successful in developing, implementing and marketing new technologies, products, services or enhancements in a reasonable time, or that they will gain market acceptance. New products
or services that use new or evolving technologies could reduce demand for our existing offerings or cause prices for those services to decline and could </FONT></P>

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<p align="left">&nbsp;</p>

<P align="left">
<FONT size="2">result in shorter estimated useful lives for existing technologies which could increase depreciation expense. Our failure to upgrade our networks and to successfully develop, implement and market new technologies,
products, services or enhancements in a reasonable time could have an adverse effect on our business and results of operations. </FONT></P>
<P align="left">
<B><I>4.&nbsp;&nbsp; We may be required to increase contributions to our employee benefit plans in the future depending on various factors.
</I></B></P>
<P align="left">
<FONT size="2">The funding requirements of our employee benefit plans, resulting from valuations of our plan assets and liabilities, depend on a number of factors, including actual returns on pension plan assets, long-term interest
rates, plan demographics, applicable regulations and applicable actuarial standards. Changes in these factors could cause actual future contributions to significantly differ from our current estimates and could require us to increase contributions
to our employee benefit plans in the future and, therefore, could have a negative effect on our liquidity and results of operations. </FONT></P>
<P align="left">
<FONT size="2">There is no assurance that our pension plans will be able to earn their assumed rate of return. A substantial portion of our pension plans&#146; assets is invested in both public equity and debt securities. As a result, the
ability of our pension plans to earn the rate of return that we have assumed significantly depends on the performance of capital markets. Market conditions also impact the discount rate used to calculate our solvency obligations and therefore could
also significantly affect our cash funding requirements. </FONT></P>
<P align="left">
<FONT size="2">Our expected funding for&nbsp;2011 is in accordance with the latest pension valuations as of December&nbsp;31,&nbsp;2009 filed in May&nbsp;2010, adjusted to reflect the impact of the federal pension reform passed in June&nbsp;2010, actual&nbsp;2010
returns, market conditions at the end of&nbsp;2010 and taking into account special additional funding of &#36;500&nbsp;million in&nbsp;2009 and &#36;750&nbsp;million in&nbsp;2010. December&nbsp;31,&nbsp;2010 valuation results, to be filed with pension authorities by June&nbsp;30,&nbsp;2011,
may impact actual funding for&nbsp;2011. </FONT></P>
<P align="left">
<B><I>5.&nbsp;&nbsp; Our operations depend on how well we protect, maintain and replace our networks, equipment, information technology (IT)
systems and software. </I></B></P>
<P align="left">
<FONT size="2">Our operations depend on how well we protect our networks, equipment, IT systems and software, and the information stored in our data centres, against damage from fire, natural disaster (including seismic and severe
weather-related events such as ice, snow and wind storms, flooding and tornadoes), power loss, building cooling loss, hacking, computer viruses, cyber attacks, disabling devices, acts of war or terrorism, sabotage, vandalism and other events. Global
climate change could exacerbate certain of those threats, including the frequency and severity of weather-related events. Our operations also depend on the timely replacement, maintenance and upgrade of our networks, equipment, IT systems and
software. Any of these and other events could result in network failures, billing errors and delays in customer service. Our operations also depend on our ability to protect the information stored in our data centres against theft. The theft of such
information could adversely affect our customer relationships and expose us to claims in damages by customers. </FONT></P>
<P align="left">
<FONT size="2">Our networks are connected with the networks of other telecommunications carriers, and we rely on them to deliver some of our services. Any of the events mentioned above, as well as </FONT></P>

<P align="center" style="margin-bottom: 0">
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<p align="left">&nbsp;</p>

<P align="left">
<FONT size="2">strikes or other work disruptions, bankruptcies or other insolvency proceedings, technical difficulties or other events affecting the networks of these other carriers, could also harm our business and our customer
relationships. </FONT></P>
<P align="left">
<B><I>6.&nbsp;&nbsp; The complexity and costs of our IT environment could have an adverse effect on our business and financial results.
</I></B></P>
<P align="left">
<font size="2">We currently have a very large number of highly complex interconnected operational and business support systems. This is typical of incumbent telecommunications service providers that support a wide variety of legacy and
emerging telephony, mobility, data and video services. The development and launch of a new service typically requires significant systems development and integration. The associated developmental and ongoing operational costs are a significant
factor in maintaining a competitive position and profit margins.  As next generation services are introduced, they should be designed to work with both legacy and next generation support systems, which introduces uncertainty with respect to the
costs and effectiveness of the solutions and the evolution of systems. </font></P>
<P align="left">
<B><I>7.&nbsp;&nbsp; We depend on key third-party suppliers to provide products and services that we need to operate our business.
</I></B></P>
<P align="left">
<FONT size="2">We depend on key third-party suppliers over which we have no operational or financial control for certain products and services that are critical to our operations. These critical products and services may only be
available from a limited number of suppliers. We compete globally with other telecommunications service providers for access to critical products and services, such as handsets, that are provided by such third-party suppliers.  Access to such key
products and services on a basis allowing us to meet customer demand is critical to our ability to retain and acquire new customers.</FONT></P>
<P align="left">
<FONT size="2">If, at any time, suppliers cannot provide us with products or services, including, without limitation, telecommunications equipment, software and maintenance services, that comply with evolving telecommunications
standards or that are compatible with our equipment, IT systems and software, our business and results of operations could be adversely affected. In addition, if we are unable to obtain products or services that are essential to our operations on a
timely basis and at an acceptable cost, or if telecommunications equipment and other products, such as handsets, that we sell or otherwise provide to customers or the telecommunications equipment and other products that we use to provide services
have manufacturing defects, our ability to offer our products and services and to roll out our advanced services, and the quality of our services and networks, may be negatively impacted, our network development and expansion could be impeded, and
our business, strategy and results of operations could be adversely affected. These suppliers may be subject to litigation with respect to technology that we depend on for our service offerings. In addition, the business and operations of our
suppliers and their ability to continue to provide us with products and services could be adversely affected by various factors, including, without limitation, general economic and financial market conditions, the intensity of competitive activity,
labour disruptions, availability of and accessibility to capital, bankruptcy or other insolvency proceedings, and changes in technological standards.</FONT></P>

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<p align="left">&nbsp;</p>

<P align="left">
<B><I>8.&nbsp;&nbsp; Renegotiating collective bargaining agreements with employees could result in higher labour costs and work disruptions.
</I></B></P>
<P align="left">
<FONT size="2">Approximately 45% of our employees are represented by unions and are covered by collective bargaining agreements. Renegotiating collective bargaining agreements could result in higher labour costs and work disruptions,
including work stoppages or work slowdowns. There can be no assurance that should a strike or work disruption occur, it would not adversely affect service to our customers and our results of operations. In addition, work disruptions experienced by
our third-party suppliers, including work slowdowns and work stoppages due to strikes, could harm our business, including our customer relationships and results of operations. </FONT></P>
<P align="left">
<FONT size="2">The following collective agreements will expire in&nbsp;2011: </FONT></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the collective agreement between the Communications, Energy and Paperworkers&#146; Union of&nbsp;Canada (CEP) and Expertech Network Installation&nbsp;Inc. (Expertech) covering approximately 1,005 craft
employees will expire on November&nbsp;30,&nbsp;2011; </FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the collective agreement between the CEP and Bell&nbsp;Aliant Regional Communications, Limited Partnership covering approximately 650 craft employees will expire on November&nbsp;30,&nbsp;2011;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the collective agreement between the CEP and Bell&nbsp;Nordiq Trust covering approximately 230 clerical employees will expire on September&nbsp;1,&nbsp;2011;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the collective agreement between the CEP and T&eacute;l&eacute;bec, Limited Partnership (T&eacute;l&eacute;bec) covering approximately 220 clerical employees will expire on November&nbsp;1,&nbsp;2011;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the collective agreement between the CEP and NorthernTel, Limited Partnership (NorthernTel) covering approximately 140 craft and clerical employees will expire on February&nbsp;28,&nbsp;2011; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the collective agreement between the CEP and Bell&nbsp;Canada (Information and Communications Technology) covering approximately 125 clerical employees will expire on May&nbsp;31,&nbsp;2011.
	</FONT></P></li>
</ul>
<P align="left">
<FONT size="2">In addition, the following describes the status of collective agreements that have already expired: </FONT></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the collective agreement between the CEP and Bell&nbsp;Canada covering approximately 770 communications sales employees expired on December&nbsp;31,&nbsp;2010. A tentative agreement was signed with the union
on January&nbsp;12,&nbsp;2011 and will be submitted to union membership for ratification. The results of the ratification vote are scheduled to be announced on February&nbsp;14,&nbsp;2011; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">the collective agreement between the CEP and Expertech covering approximately 165 clerical employees expired on November&nbsp;30,&nbsp;2010.  Negotiations for the renewal of this agreement have reached
an impasse and the CEP filed for conciliation on January&nbsp;11,&nbsp;2011. </FONT></P></li>
</ul>
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<P align="left" style="margin-left:40px"><FONT size="2">Conciliation sessions
took place on February&nbsp;2 and 3,&nbsp;2011. A further conciliation session is scheduled to take place on February 17,
	2011 to pursue discussions. </FONT></P>

<P align="left">
<font size="2">In addition, Bell&nbsp;Mobility was formally notified on October&nbsp;27,&nbsp;2010 that the CEP filed an application for certification to represent approximately 1,585 call center employees working in the Mississauga region of
Ontario. Submissions have been filed with the&nbsp;Canada Industrial Relations Board relative to this application and a hearing will be scheduled later in&nbsp;2011. Bell&nbsp;TV was also advised on January&nbsp;20,&nbsp;2011 that the CEP filed an application for
certification to represent approximately 140 broadcast employees working in the Toronto region of Ontario.
</font></P>
<P align="left">
<font size="2">In addition, negotiations with respect to a first collective agreement between the CEP and Bell&nbsp;Canada covering approximately 85 clerical employees located in Western&nbsp;Canada scheduled to commence in the fall of&nbsp;2010 have
been delayed and are tentatively scheduled to start in the latter part of the first quarter of&nbsp;2011.</font></P>
<P align="left">
<B><I>9.&nbsp;&nbsp; The significant increase in Internet broadband demand and in the volume of wireless data-driven traffic could have an
adverse effect on our business and financial results. </I></B></P>
<P align="left">
<FONT size="2">The demand for video and other bandwidth-intensive applications on the Internet as well as the volume of wireless data-driven traffic have been growing at unprecedented rates. It is expected that growth in such demand
and traffic will further accelerate especially due, in the case of wireless data-driven traffic, to the increasing adoption of smartphones and other mobile devices such as tablets. Such rapid growth could drive capacity pressures on our Internet and
wireless networks.  Consequently, we may need to incur significant capital expenditures to provide additional capacity and reduce network congestion on our Internet and wireless networks beyond those expenditures already anticipated by our
subscriber and traffic planning forecasts. We may not be able to recover these costs from customers due to competitors&#146; short-term pricing of comparable services.  There is also a risk that our efforts to optimize network performance, in the
face of increasing demand, through paced fibre and equipment deployment, traffic management and rate plan changes could be unsuccessful and/or generate adverse publicity, potentially resulting in an increase in our subscriber churn rate beyond our
current expectations, and thereby compromising our efforts to attract new customers.  This could have an adverse effect on our business and results of operations. </FONT></P>
<P align="left">
<B><I>10.&nbsp;&nbsp; If we are unable to raise the capital we need, we may need to limit our capital expenditures or our investments in new
businesses, or try to raise capital by disposing of assets. </I></B></P>
<P align="left">
<FONT size="2">We have significant cash requirements to implement our business plan and meet our financial obligations. These cash requirements may be adversely affected by the risks associated with our contingencies, off-balance sheet
arrangements and assumptions built into our business and financial plans. Our ability to meet our cash requirements and provide for planned growth depends on our having access to adequate sources of capital and on our ability to generate cash flows
from operations, which is subject to competitive, technological, economic, financial, regulatory and other risk factors described in this document, many of which are not within our control. Also, the amount of working capital available to operate
our business and our ability to achieve our working capital objectives could be adversely impacted by the quality of, and our </FONT></P>

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<p align="left">
<FONT size="2">level of success in collecting, accounts receivable through the
use of our employees, systems and technology. </FONT></p>

<P align="left">
<FONT size="2">In general, our capital needs are funded from cash generated by our operations or investments, by borrowing from commercial banks, through debt and equity offerings in the capital markets, or by selling or otherwise
disposing of assets (including the sale of accounts receivable). </FONT></P>
<P align="left">
<FONT size="2">Our ability to raise financing depends on our ability to access the public equity and debt capital markets as well as the bank credit market. Our ability to access such markets and the cost and amount of funding
available depend largely on prevailing market conditions and the outlook for our business and credit ratings at the time capital is raised. An increased level of debt borrowings could result in lower credit ratings, increased borrowing costs and a
reduction in the amount of funding available to us (including through equity offerings). Business acquisitions could also adversely affect our outlook and credit ratings and have similar adverse consequences. In addition, participants in the public
capital and bank credit markets have internal policies limiting their ability to invest in, or extend credit to, any single entity or entity group or to a particular industry. </FONT></P>
<P align="left">
<FONT size="2">Our bank credit facilities, including credit facilities supporting our commercial paper programs, are with various financial institutions. While it is our intention to renew such credit facilities from time to time,
there are no assurances that these facilities will be renewed on favourable terms or in similar amounts as a result of the risk factors mentioned herein or as a result of the risks associated with changes in the bank market itself resulting from
increased capitalization regulations, reduced lending activity or a reduction in the number of banks providing such services. </FONT></P>
<P align="left">
<FONT size="2">If we cannot raise the capital we need to implement our business plan or meet our financial obligations upon acceptable terms, we may have to limit our ongoing capital expenditures, limit our investment in new
businesses, or try to raise additional capital by selling or otherwise disposing of assets. Any of these could have an adverse effect on our cash flows from operations and on our growth prospects. </FONT></P>
<P align="left">
<B><I>11.&nbsp;&nbsp; We may not be able to discontinue certain services as necessary to improve capital and operating efficiencies.
</I></B></P>
<P align="left">
<FONT size="2">Legacy circuit-based infrastructures are difficult and expensive to operate and to maintain. We are in the process of migrating voice and data traffic from our legacy core circuit-based infrastructures to newer and more
efficient IP and packet-based infrastructures. As part of this transformation, we are also planning to discontinue certain services that are based on circuit-based infrastructure and which have very low customer demand. This is a necessary component
of improving capital and operating efficiencies. In some cases, this could be delayed or prevented by customers or regulatory actions. If we cannot discontinue these services as planned, we will not be able to achieve the efficiencies as expected
and this may adversely affect our results of operations. </FONT></P>

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<P align="left">
<B><I>12.&nbsp;&nbsp; Regulatory initiatives or proceedings, pending or future litigation, changes in laws or regulations or government tax
audits could have an adverse effect on our business and results of operations.
</I></B></P>
<P align="left">
<FONT size="2">Our business is affected by decisions made by various regulatory agencies, including the CRTC. Decisions of the CRTC may have an adverse effect on our business and results of operations. In addition, we become involved in various claims and litigation as a part of our business. Pending or future litigation, including an increase in class action claims which, by their nature, could result in sizeable damage
awards, could have an adverse effect on our business and results of operations. </FONT></P>
<P align="left">
<FONT size="2">Changes in laws or regulations or in how they are interpreted, and the adoption of new laws or regulations, could negatively affect us. These include changes in tax laws or the adoption of new tax laws that result in
higher tax rates or new taxes. They also include amendments to Canadian securities laws that introduced statutory civil liability for misrepresentations in continuous disclosure. These amendments have facilitated the introduction in&nbsp;Canada of class
action lawsuits by secondary market investors against public companies for alleged misrepresentations in public disclosure documents and oral statements. Significant damages could be awarded by courts in these types of actions should they be
successful. Such awards of damages and costs relating to litigation could adversely affect our results of operations. </FONT></P>
<P align="left">
<FONT size="2">We believe that we have adequately provided for all income and commodity taxes based on all of the information that is currently available. The calculation of income taxes and the applicability of commodity taxes in many
cases, however, require significant judgment in interpreting tax rules and regulations. Our tax filings are subject to government audits which could result in material changes to the amount of current and future income tax assets and liabilities and
other liabilities and could, in certain circumstances, result in an assessment of interest and penalties. </FONT></P>
<P align="left">
<font size="2">On June&nbsp;30,&nbsp;2010, amendments to the Qu&eacute;bec <I>Consumer Protection Act (QCPA)</I> and the <I>Regulation
respecting the application of the QCPA</I> came into force. These amendments introduce new provisions applicable to wireless, wireline, Internet and digital television service contracts relating to disclosure,
amendments, renewal, termination and calculation of early cancellation fees.  The amendments also introduce new rules applicable to disclosure on the sale of additional product warranties. These new QCPA provisions will result in additional costs of
providing products and services in the Province of Qu&eacute;bec, and may result in reduced revenues and additional churn.</font></P>
<P align="left">
<font size="2">For a description of the principal regulatory initiatives and proceedings affecting us, see <I>Risks Relating to Our Regulatory Environment.</I> For
a description of the principal legal proceedings involving us, please see the section <I>Legal Proceedings</I> contained in BCE&nbsp;Inc.&#146;s annual information form for the year
ended December&nbsp;31,&nbsp;2009 dated March&nbsp;11,&nbsp;2010, as subsequently updated in BCE&nbsp;Inc.&#146;s first, second and third quarter&nbsp;2010 MD&amp;A&#146;s dated May&nbsp;5,&nbsp;2010, August&nbsp;4,&nbsp;2010 and November&nbsp;3,&nbsp;2010, respectively.
</font></P>

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<P align="left">
<B><I>13.&nbsp;&nbsp; Satellites used by Bell&nbsp;TV are subject to significant operational risks and satellites that are not yet built are
subject to construction and launch delays that could have an adverse effect on Bell&nbsp;TV&#146;s business and financial results.
</I></B></P>
<P align="left">
<FONT size="2">In conjunction with the sale by BCE&nbsp;Inc. of its subsidiary Telesat&nbsp;Canada (Telesat) on October&nbsp;31,&nbsp;2007, a set of commercial arrangements between Telesat and Bell&nbsp;TV were put into place that provide Bell&nbsp;TV access to
satellite capacity. Pursuant to these commercial arrangements, Bell&nbsp;TV currently uses three satellites. Telesat operates or directs the operation of these satellites. </FONT></P>

<P align="left">
<FONT size="2">Satellites utilize highly complex technology and operate in the harsh environment of space and are therefore subject to significant operational risks while in orbit. The risks include in-orbit equipment failures,
malfunctions and other kinds of problems commonly referred to as anomalies that could reduce the commercial usefulness of a satellite used by Bell&nbsp;TV. Acts of war or terrorism, magnetic, electrostatic or solar storms, and space debris or
micrometeoroids could also damage the satellites used by Bell&nbsp;TV. </FONT></P>
<P align="left">
<FONT size="2">Any loss, failure, manufacturing defects, damage or destruction of these satellites, of Bell&nbsp;TV&#146;s terrestrial broadcasting infrastructure or of Telesat&#146;s tracking, telemetry and control facilities to operate the
satellites could have an adverse effect on Bell&nbsp;TV&#146;s business and results of operations and could result in many customers terminating their subscription to Bell&nbsp;TV&#146;s DTH satellite television service. </FONT></P>
<P align="left">
<FONT size="2">In addition, there are certain risks related to the construction and launch of new satellites. Launch delays can result from delays in the construction of satellites and launch vehicles, the periodic unavailability of
reliable launch opportunities, possible delays in obtaining regulatory approvals, and launch failures. If satellite construction schedules are not met, a launch opportunity may not be available at the time the satellite is ready to be launched.
Launch vehicles may fail resulting in significant delays in the deployment of satellites because of the need to construct replacement satellites, which typically takes up to 30 months or longer, and to obtain another launch vehicle. Such significant
delays could adversely affect Bell&nbsp;TV&#146;s ability to launch new services and reduce the competitiveness of its television services, and may adversely affect our results of operations. </FONT></P>
<P align="left">
<B><I>14.&nbsp;&nbsp; The theft of our satellite television services could have an adverse effect on Bell&nbsp;TV&#146;s business and results of
operations. </I></B></P>
<P align="left">
<FONT size="2">Bell&nbsp;TV faces a loss of revenue resulting from the theft of its services. In&nbsp;2008, Bell&nbsp;TV introduced and completed a smart card exchange for its authorized digital receivers that is designed to block unauthorized
reception of Bell&nbsp;TV&#146;s signals. However, as with any technology-based security system, it is not possible to prevent with absolute certainty the compromise or circumvention of that security system. As is the case for all other television
distributors, Bell&nbsp;TV has experienced, and continues to experience, ongoing efforts to steal its services by way of compromise or circumvention of Bell&nbsp;TV&#146;s signal security systems. The theft of Bell&nbsp;TV&#146;s services could have an adverse effect on
Bell&nbsp;TV&#146;s business and results of operations. </FONT></P>

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<P align="left">
<B><I>15.&nbsp;&nbsp; BCE&nbsp;Inc. is dependent on the ability of its subsidiaries, joint ventures and other companies in which it has an interest
to pay dividends or otherwise make distributions to it. </I></B></P>
<P align="left">
<FONT size="2">BCE&nbsp;Inc. has no material sources of income or assets of its own, other than the interests that it has in its subsidiaries, joint ventures and other companies, including its direct ownership of the equity of Bell&nbsp;Canada.
BCE&nbsp;Inc.&#146;s cash flow and, consequently, its ability to service its indebtedness and to pay dividends on its equity securities are therefore dependent upon the ability of its subsidiaries, joint ventures and other companies in which it has an
interest to pay dividends or otherwise make distributions to it. </FONT></P>

<P align="left">
<FONT size="2">BCE&nbsp;Inc.&#146;s subsidiaries, joint ventures and other companies in which it has an interest are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any dividends or make any other
distributions to BCE&nbsp;Inc. In addition, any right of BCE&nbsp;Inc. to receive assets of its subsidiaries, joint ventures and other companies in which it has an interest upon their liquidation or reorganization will be structurally subordinated to the
prior claims of creditors of such subsidiaries, joint ventures and other companies. </FONT></P>
<P align="left">
<B><I>16.&nbsp;&nbsp; We cannot guarantee that BCE&nbsp;Inc.&#146;s dividend policy will be maintained or that dividends will be declared.
</I></B></P>
<P align="left">
<FONT size="2">The board of directors of BCE&nbsp;Inc. reviews from time to time the adequacy of BCE&nbsp;Inc.&#146;s dividend policy. On February&nbsp;10,&nbsp;2009, the board of directors of BCE&nbsp;Inc. adopted a common share dividend policy with a target
dividend payout ratio of 65% to 75% of Adjusted EPS. This dividend policy was adopted with the objective of allowing sufficient financial flexibility to continue investing in BCE&#146;s business while growing returns to shareholders. Under this dividend
policy, increases in the common share dividend are directly linked to growth in BCE&nbsp;Inc.&#146;s Adjusted EPS. BCE&nbsp;Inc.&#146;s dividend policy and the declaration of dividends are subject to the discretion of BCE&nbsp;Inc.&#146;s board of directors and, consequently,
there can be no guarantee that BCE&nbsp;Inc.&#146;s dividend policy will be maintained or that dividends will be declared. </FONT></P>
<P align="left">
<B><I>17.&nbsp;&nbsp; A major decline in the market price of BCE&nbsp;Inc.&#146;s securities may negatively impact our ability to raise capital, issue
debt, retain employees, make strategic acquisitions or enter into joint ventures.
</I></B></P>
<P align="left">
<FONT size="2">Differences between BCE&nbsp;Inc.&#146;s actual or anticipated financial results and the published expectations of financial analysts may contribute to volatility in BCE&nbsp;Inc.&#146;s securities. A major decline in the capital markets in
general, or an adjustment in the market price or trading volumes of BCE&nbsp;Inc.&#146;s securities, may negatively affect our ability to raise capital, issue debt, retain employees, make strategic acquisitions or enter into joint ventures. </FONT></P>
<P align="left">
<B><I>18.&nbsp;&nbsp; Health concerns about radio frequency emissions from wireless devices, as well as epidemics and other health risks,
could have an adverse effect on our business. </I></B></P>
<P align="left">
<FONT size="2">It has been suggested that some radio frequency emissions from cellular phones may be linked to certain medical conditions. Interest groups have also requested investigations into claims that digital transmissions from
handsets used with digital wireless technologies pose health concerns and cause interference with hearing aids and other medical devices. Increasing concern over the use of cellular phones and the possible related health risks is expected to put</FONT></P>

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<p align="left">
<FONT size="2">additional pressure on the wireless communications industry to
demonstrate their safe use and could lead to additional government regulation,
which could have a negative effect on our business. In addition, actual or
perceived health risks of using wireless communications devices could result in
fewer new network subscribers, lower network usage per subscriber, higher churn
rates, product liability lawsuits or less outside financing being available to
the wireless communications industry. We rely on our suppliers to ensure that
the network equipment and customer equipment supplied to us meets all applicable
safety requirements. Epidemics, pandemics and other health risks could also
occur which could adversely affect our ability to maintain operational networks
and provide services to our customers. Any of these events could have an adverse
effect on our business and results of operations. </FONT></p>

<P align="left">
<B><I>19.&nbsp;&nbsp; Our business depends on the performance of and our ability to retain our employees.
</I></B></P>
<P align="left">
<FONT size="2">Our business depends on the efforts, abilities and expertise of our employees and, more specifically, of our senior executives and other key employees. A key component of our retention strategy for our key personnel lies
in our ability to provide clear, meaningful and challenging objectives that will drive performance and enhance their skills and expertise. Our senior executives and other key employees are important to our success because they have been instrumental
in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, and identifying business opportunities. The loss of one or more of these key individuals could impair our business and development until
qualified replacements are found.  There can be no assurance that these individuals could quickly be replaced with persons of equal experience and capabilities. Although we have compensation programs in place designed to help retain and motivate
these individuals, we cannot prevent them from terminating their employment with us. </FONT></P>
<P align="left">
<FONT size="2">In addition, deterioration in employee morale resulting from continuing staff reductions and reorganizations, wage freezes and ongoing cost reductions could also adversely affect our business and financial results.
</FONT></P>
<P align="left">
<B><I>20.&nbsp;&nbsp; The expected timing and completion of the proposed acquisition of CTVglobemedia is subject to closing conditions and
other risks and uncertainties </I></B></P>
<P align="left">
<FONT size="2">The expected timing and completion of the proposed acquisition by BCE&nbsp;of the remaining 85% interest in CTVglobemedia that it does not already own is subject to customary closing conditions, termination rights and other
risks and uncertainties including, without limitation, any required regulatory approvals. Accordingly, there can be no assurance that the proposed transaction will occur, or that it will occur on the timetable or on the terms and conditions
currently contemplated. The proposed transaction could be modified, restructured or terminated. There can also be no assurance that the strategic benefits and competitive, operational and cost efficiencies expected to result from the transaction
will be fully realized. </FONT></P>
<P align="left">
&nbsp;</P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>III.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>RISKS RELATING TO OUR REGULATORY ENVIRONMENT </B></P></td>
	</tr>
</table>
<P align="left">
<font size="2">This section describes the legislation that governs our businesses, and provides highlights of recent regulatory initiatives and proceedings and government consultations that affect us. Bell&nbsp;Canada, Bell&nbsp;Aliant and
several of Bell&nbsp;Canada&#146;s direct and indirect subsidiaries and
</font></P>
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<p align="left">
<font size="2">significantly influenced companies, including NorthernTel, T&eacute;l&eacute;bec, Northwestel&nbsp;Inc. (Northwestel), Bell&nbsp;Mobility and Bell&nbsp;TV, are governed by the <I>Telecommunications Act</I>, the
</font><I><font size="2">Broadcasting Act</font></I><font size="2">, the <I>Radiocommunication Act</I> and the <I>Bell&nbsp;Canada Act</I>. Our business is affected by decisions made by various regulatory agencies, including the CRTC. The CRTC, an independent agency of the Government of&nbsp;Canada, is responsible for regulating&nbsp;Canada&#146;s
telecommunications and broadcasting industries. Other aspects of the businesses of these companies are regulated in various ways by federal government departments, in particular Industry&nbsp;Canada.
</font></p>

<P align="left">
<B>Telecommunications Act </B></P>
<P align="left">
<font size="2">The <I>Telecommunications Act</I> governs telecommunications in&nbsp;Canada. It defines the broad objectives of&nbsp;Canada&#146;s telecommunications policy and
provides the Government of&nbsp;Canada the power to give general direction to the CRTC on any of these objectives. It applies to several of the Bell&nbsp;Canada companies and partnerships, including Bell&nbsp;Canada, Bell&nbsp;Mobility, Bell&nbsp;Aliant, NorthernTel,
Northwestel and T&eacute;l&eacute;bec. </font></P>
<P align="left">
<font size="2">Under the <I>Telecommunications Act</I>, all facilities-based telecommunications service providers providing telecommunications services in&nbsp;Canada,
known as &#147;telecommunications common carriers&#148; (TCCs), must seek regulatory approval for all proposed tariffs for telecommunications services, unless the services are exempt from regulation or are not regulated. The CRTC may exempt an
entire class of carriers from regulation under the <I>Telecommunications Act</I> if the exemption meets the objectives of&nbsp;Canada&#146;s telecommunications policy.
</font></P>
<P align="left">
<font size="2">The <I>Telecommunications Act</I> includes the following ownership requirements for companies, such as Bell&nbsp;Canada, Bell&nbsp;Aliant and Bell&nbsp;Mobility,
that operate as TCCs: </font></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">they must be eligible to operate as Canadian carriers;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><font size="2">they must be Canadian owned and controlled corporations. Direct ownership must be at least 80% Canadian ownership of voting shares and indirect ownership, such as indirect ownership through BCE&nbsp;Inc., must be at least 66<sup>2</sup>/</font><font size="1">3</font><font size="2">% Canadian ownership of voting shares;
	</font></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">they must not otherwise be controlled by non-Canadians; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">at least 80% of the members of their board of directors must be Canadian.
	</FONT></P></li>
</ul>
<P align="left">
<FONT size="2">BCE&nbsp;Inc. monitors and periodically reports on the level of non-Canadian ownership of its common shares. </FONT></P>
<P align="left">
<B><I>Key Telecommunications Issues </I></B></P>
<P align="left">
<FONT size="2">This section describes key regulatory issues which are being addressed, or have been addressed in past years, that influence or have influenced our business and may continue to affect our flexibility to compete in the
marketplace. </FONT></P>

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<P align="left">
<B><font size="2">INDUSTRY CANADA CONSULTATION ON REFORM OF CANADA&#146;S TELECOMMUNICATIONS FOREIGN OWNERSHIP RULES
</font></B></P>
<P align="left">
<FONT size="2">Following through on a commitment which the Federal Government made in its March&nbsp;2010 Speech from the Throne, in June&nbsp;2010, Industry&nbsp;Canada issued a consultation paper entitled &#147;Opening&nbsp;Canada&#146;s Doors to
Foreign Investment in Telecommunications: Options for Reform&#148;. The consultation paper seeks public comments on proposals to reform&nbsp;Canada&#146;s foreign ownership and control restrictions that currently apply to TCCs, including Bell&nbsp;Canada and
Bell&nbsp;Mobility and many of their competitors. The Industry&nbsp;Canada consultation paper sets out three different foreign ownership reform options for comment. Option 1 would raise the allowable non-Canadian voting share limits up to 49% for both TCCs and broadcasting licensees (including broadcast distribution undertakings) while retaining the current requirement for control in fact by Canadians. Option 2 would
repeal the foreign ownership and control restrictions for TCCs which account for 10% or less of the annual Canadian telecommunications revenues (the existing rules for broadcasting licensees, including broadcast distribution undertakings, would be
unchanged). Option 3 would repeal the above rules for all TCCs, regardless of their share of annual Canadian telecommunications revenues, but retain the existing rules for broadcasting licensees, including broadcast distribution undertakings. Bell&nbsp;Canada filed a submission supporting Option 1 to the extent any reform is deemed necessary. It is not possible to predict at this time which, if any, of the three reform options may be implemented. The Industry&nbsp;Canada consultation closed on July&nbsp;30,
2010 and on November&nbsp;22,&nbsp;2010 the Minister of Industry announced that he would consider which approach to adopt on foreign ownership rules at the same time as decisions are made regarding the 700MHz spectrum auction rules, as part of an integrated
regulatory approach. The 700 MHz spectrum consultations were subsequently launched on November&nbsp;30,&nbsp;2011 (refer to <I>Radiocommunication Act &#150; 700MHz Auction</I> for more
information).</FONT></P>
<P align="left">
<FONT size="2">Removing or easing the limits on foreign ownership for TCCs could result in more foreign companies entering the Canadian market. This could result in greater access to capital for our competitors or the arrival of new
competitors with global scale, which would increase competitive pressure. Furthermore, the adoption of any rule that disadvantages incumbent carriers or carriers that are both broadcasting licensees (including broadcast distribution undertakings)
and TCCs, such as Bell&nbsp;Canada, (as Options 2 and 3 do), would place us at a disadvantage relative to some of our competitors including as it relates to access to, and cost of, capital.</FONT></P>
<P align="left">
<B><font size="2">PARLIAMENTARY REVIEW OF USAGE-BASED BILLING (UBB)
</font></B></P>
<P align="left">
<FONT size="2">On November&nbsp;20,&nbsp;2008, the CRTC issued Telecom Public Notice&nbsp;2008-19 where it initiated a proceeding to consider Internet traffic management practices (ITMPs) for retail and wholesale Internet services. The CRTC sought
comments with supporting rationale on the changes in bandwidth consumption that can lead to network congestion, technical or economic ITMPs that are currently available or may be developed in the future, and the impact of these practices on
end-users. In addition, the CRTC examined the appropriateness of implementing regulatory measures in relation to Internet traffic management by ISPs. The CRTC issued its decision on October&nbsp;21,&nbsp;2009, in which it preserved ISPs&#146; flexibility to
manage their networks and established certain transparency requirements. The CRTC approved the use of ITMPs, including </FONT></P>

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<P align="left">
<FONT size="2">application-specific ITMPs such as those applied by Bell&nbsp;Canada, encouraged the use of economic ITMPs such as UBB and established
a framework against which future complaints about traffic management will be assessed.</FONT></P>
<P align="left">
<FONT size="2">On March&nbsp;13,&nbsp;2009, Bell&nbsp;Canada and Bell&nbsp;Aliant proposed tariffs that would introduce UBB for their wholesale residential Gateway Access Services (GAS) consistent with pricing changes that Bell&nbsp;Canada and Bell&nbsp;Aliant had
been implementing since February&nbsp;1,&nbsp;2007 for their retail Internet access services. On August&nbsp;12,&nbsp;2009, the CRTC approved on an interim basis, in Telecom Order&nbsp;2009-484, Bell&nbsp;Canada and Bell&nbsp;Aliant&#146;s requests to introduce UBB with a proposed
implementation date of 90 days following the CRTC&#146;s August&nbsp;12,&nbsp;2009 interim approval. Following complaints with regards to the proposed implementation date, the CRTC confirmed on October&nbsp;21,&nbsp;2009, in Telecom Decision&nbsp;2009-658, the interim approval granted to Bell&nbsp;Canada and Bell&nbsp;Aliant to
introduce UBB for GAS but delayed the implementation date and stated that its final decision would address implementation issues. </FONT></P>
<P align="left">
<FONT size="2">On May&nbsp;6,&nbsp;2010, the CRTC issued its final approval in Telecom Decision&nbsp;2010-255 of Bell&nbsp;Canada and Bell&nbsp;Aliant&#146;s proposed implementation of wholesale UBB with changes. In particular, the CRTC established that UBB
rates should be composed of a flat-fee cost-based rate, which the CRTC adjusted on a lowered basis in light of the implementation of UBB and, given that UBB is an ITMP, a UBB component that varies with usage based on the carrier&#146;s own retail
UBB components. On May&nbsp;28,&nbsp;2010, Bell&nbsp;Canada and Bell&nbsp;Aliant requested that the CRTC review and vary its decision with regards to certain of the mandated changes to their proposed tariffs.</FONT></P>
<P align="left">
<FONT size="2">On October&nbsp;28,&nbsp;2010, the CRTC approved in Telecom Decision&nbsp;2010-802 many of the changes requested by Bell&nbsp;Canada and Bell&nbsp;Aliant but denied Bell&nbsp;Canada and Bell&nbsp;Aliant&#146;s request to readjust the costs used to
determine the flat-fee component of GAS. On the same day, the CRTC requested comments in Telecom Notice of Consultation&nbsp;2010-803 as to whether or not UBB rates of GAS or equivalent services should be set at levels below the ILECs and the cable
carriers&#146; comparable retail UBB rates and, if so, to what extent. On December&nbsp;14,&nbsp;2010, Bell&nbsp;Canada and Bell&nbsp;Aliant amended their proposed wholesale UBB tariffs in accordance with Telecom Decision&nbsp;2010-802 and indicated that their newly
proposed tariffs would be implemented on March&nbsp;1,&nbsp;2011. </FONT></P>
<P align="left">
<FONT size="2">On January&nbsp;25,&nbsp;2011, the CRTC issued its decision with regards to Telecom Notice of Consultation&nbsp;2010-803, Telecom Decision&nbsp;2011-44, and determined that wholesale UBB rates are to be established at a discount of 15
percent from the carrier&#146;s comparable UBB rates for its retail Internet services.</FONT></P>
<P align="left">
<FONT size="2">On January&nbsp;26,&nbsp;2011, Vaxination Informatique, an IT consultant, filed a petition to the Governor-in-Council requesting that the Governor-in-Council review and overturn Telecom Decision&nbsp;2010-802 as well as Telecom
Decision&nbsp;2011-44. In parallel, several small ISPs and end-users launched a
public campaign to solicit opposition to UBB. On February&nbsp;3,&nbsp;2011, Bell&nbsp;Canada and Bell&nbsp;Aliant requested that the implementation of their wholesale UBB be delayed until May&nbsp;1,&nbsp;2011 to allow
for billing adjustments in light of the CRTC&#146;s January&nbsp;25,&nbsp;2011 decision. </FONT></P>
<P align="left">
<FONT size="2">A Parliamentary Committee was
established on February&nbsp;1,&nbsp;2011 and is undertaking a study of UBB between February&nbsp;3,&nbsp;2011 and February&nbsp;10,&nbsp;2011.
Also, on February 8, 2011, the CRTC</FONT></P>

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<P align="left">
<FONT size="2">initiated a proceeding to review its decisions regarding UBB and
suspended implementation of wholesale UBB pending the outcome of this review. It is not known at this time what impact
these reviews of UBB decisions will have on Bell&nbsp;Canada and Bell&nbsp;Aliant&#146;s wholesale Internet offerings. </FONT></P>
<P align="left">
<B><font size="2">REVIEW OF UNBUNDLED LOCAL LOOP RATES </font></B></P>

<P align="left">
<FONT size="2">On June&nbsp;2,&nbsp;2009, Bell&nbsp;Canada and Bell&nbsp;Aliant proposed changes to the existing rates for their wholesale service that provides unbundled local loops to competitors in their Ontario and Qu&eacute;bec serving areas, and
requested the CRTC to make the current rates interim until it issues its final determination. The companies filed updated cost studies to support their tariff application. On December&nbsp;14,&nbsp;2009, the CRTC issued Telecom Order&nbsp;2009-775 and made the
current loop rates interim, pending a complete review of the companies&#146; updated cost studies. The CRTC issued its decision on January&nbsp;12,&nbsp;2011 and the approved rate changes apply retroactively to the date of interim approval (December&nbsp;14,
2009).</FONT></P>
<P align="left">
<B><font size="2">PROCEEDING TO REVIEW ACCESS TO BASIC TELECOMMUNICATIONS SERVICES AND OTHER MATTERS
</font></B></P>
<P align="left">
<FONT size="2">The CRTC has a &#36;175.8&nbsp;million subsidy (contribution) regime (using&nbsp;2010 data) to support local service in high-cost (i.e. rural and remote) areas. This subsidy is funded by an industry tax on revenues which was set
at 0.73% of eligible telecom revenues in&nbsp;2010. Bell&nbsp;Canada no longer draws monies from the contribution subsidy fund, and is also the largest payer into the fund. On January&nbsp;28,&nbsp;2010, the CRTC initiated a proceeding to review issues associated with
access to basic telecommunications service. The proceeding includes a review of the obligation to serve, the basic service objective, and the local service subsidy (contribution) regime. It also re-examined the local competition and wireless number
portability frameworks in the territories of the small ILECs. </FONT></P>
<P align="left">
<FONT size="2">The record of the proceeding closed in November&nbsp;2010. The proceeding may result in increased annual contributions to the subsidy regime, which could have an adverse effect on Bell&nbsp;Canada&#146;s business and financial results.
The proceeding could also result in changes to the basic service objective which could include mandating the deployment of broadband in uneconomic areas. A decision is expected in the first quarter of&nbsp;2011. </FONT></P>
<P align="left">
<B><font size="2">REVIEW OF REGULATORY FRAMEWORK FOR WHOLESALE SERVICES </font></B></P>
<P align="left">
<FONT size="2">In light of several CRTC decisions and appeals to the Governor-in-Council, the CRTC was required to rule on several issues related to wholesale access to incumbent local exchange carriers&#146; (ILECs) fibre-based
broadband networks by September&nbsp;1,&nbsp;2010. Consequently, on August&nbsp;30,&nbsp;2010, the CRTC issued Telecom Regulatory Policy&nbsp;2010-632. In this decision, the CRTC decided ILECs must provide competing ISPs with wholesale access to their fibre-to-the-node
(FTTN) networks at speeds that match their retail service offers. The CRTC allowed ILECs to charge an additional 10% mark-up above cost for access over FTTN compared to similar services providing access over legacy infrastructure. By forcing
telecommunications companies to offer competitors the same fibre-based Internet speeds that ILECs offer their retail customers, and at discounted prices, the CRTC has reduced the ILECs&#146; basic business incentive to invest in broadband
development. However, the CRTC did not mandate any new wholesale Internet</FONT></P>

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<font size="2">- 27 -</font></P>

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<P align="left">
<FONT size="2">access services. For example, the CRTC did not order mandated access to fibre-to-the-home (FTTH) facilities, although this could be considered in the future. </FONT></P>
<P align="left">
<FONT size="2">The CRTC also directed cable companies to adjust their wholesale Internet services to provide, to the extent possible, for a degree of service aggregation that more closely resembles that provided by Bell&nbsp;Canada. This may increase the appeal to competing ISPs of the cable companies&#146; wholesale Internet services. </FONT></P>
<P align="left">
<FONT size="2">The Governor-in-Council had until November&nbsp;29,&nbsp;2010 to overturn the CRTC&#146;s decision but did not do so. </FONT></P>
<P align="left">
<B><font size="2">PETITION SUBMITTED TO THE GOVERNOR</font></B><font size="2"><B>-IN-COUNCIL
BY ROGERS COMMUNICATIONS PARTNERSHIP INC. (ROGERS) RELATED TO THE CRTC DEFERRAL ACCOUNT MECHANISM</B></font><B><font size="2">
</font></B></P>
<P align="left">
<font size="2">On January&nbsp;26,&nbsp;2011, Rogers submitted a petition to the Governor-in-Council pursuant to section 12 of the <I>Telecommunications Act</I> concerning
Telecom Decision&nbsp;2010-805, <I>Bell&nbsp;Canada &#150; Applications to review and vary certain determinations in Telecom Decision CRTC&nbsp;2010-637 concerning the use of high-speed packet access wireless technology and the
deferral account balance</I>. In Telecom Decision&nbsp;2010-805 (the Decision), issued on October&nbsp;29,&nbsp;2010, the CRTC approved Bell&nbsp;Canada&#146;s revised proposal to use the approved &#36;306.3&nbsp;million of deferral
account funds for the use of HSPA+ wireless technology instead of wireline digital subscriber line (DSL) for the expansion of broadband to the 112 communities approved for inclusion in Bell&nbsp;Canada&#146;s deferral account-funded program.</font></P>
<P align="left">
<FONT size="2">In its petition, Rogers requests the Governor-in-Council to vary the Decision in the following respects: </FONT></P>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><font size="2">i)</font></td>
		<td width="97%" valign="top">
		<P align="left">
<font size="2">limit the CRTC&#146;s approval of Bell&nbsp;Canada&#146;s HSPA+ proposal to the 15 approved areas that Bell&nbsp;proposed to serve in year one (2011) of its four
year rollout plan; and <br>
&nbsp;</font></P></td>
	</tr>
	<tr>
		<td width="3%" valign="top">
<font size="2">ii)</font></td>
		<td width="97%" valign="top">
<P align="left">
<font size="2">conduct a competitive auction of deferral account funds to serve the remaining 97 approved areas. This auction should be open to any telecommunications
service provider that commits to all the services, service levels, competitor services and pricing established by the CRTC for Bell&nbsp;Canada and that commits to roll out service to the locations in question at least as fast as Bell&nbsp;Canada has proposed
to do. The bidder who satisfies these criteria and bids for the lowest deferral account subsidy for the 97 approved communities should be selected by the CRTC to provide the service.</font></P>
		</td>
	</tr>
</table>
<P align="left">
<font size="2">A notice acknowledging receipt of the petition and setting out the associated process has not been published yet in the&nbsp;Canada Gazette. However, the Governor-in-Council may, until October&nbsp;29,&nbsp;2011, choose to vary or
rescind the decision or refer it back to the CRTC for reconsideration of all or a portion of it.</font><B><font size="2">
</font></B></P>
<P align="left">
<FONT size="2">Approval of the petition could result in the use of some of the &#36;306.3&nbsp;million deferral account funds by parties other than Bell&nbsp;Canada for the expansion of broadband to some of the approved areas. It could also result in Bell&nbsp;Canada having to
return more than the $250&nbsp;million that has already been approved by the CRTC to eligible residential customers via rebates.</FONT></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 28 -</font></P>

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<P align="left">
<B>Broadcasting Act</B></P>
<P align="left">
<font size="2">The <I>Broadcasting Act</I> assigns the regulation and supervision of the broadcasting system to the CRTC. Key policy objectives of the
<I>Broadcasting Act</I> are to: </font></P>

<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">protect and strengthen the cultural, political, social and economic fabric of&nbsp;Canada; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">encourage the development of Canadian expression.
	</FONT></P></li>
</ul>
<P align="left">
<FONT size="2">Most broadcasting activities require a broadcasting licence or broadcasting distribution licence from the CRTC. The CRTC may exempt broadcasting undertakings from complying with certain licensing and regulatory
requirements if the CRTC is satisfied that complying with those requirements will not materially affect the implementation of Canadian broadcasting policy. A corporation must meet the following ownership requirements to obtain a broadcasting or a
broadcasting distribution licence: </FONT></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">it must be Canadian-owned and controlled. At least 80% of all outstanding and issued voting shares and at least 80% of the votes must be beneficially owned directly by Canadians;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><font size="2">at least 66<sup>2</sup>/</font><font size="1">3</font><font size="2">% of all outstanding and issued voting shares of the parent corporation and at least 66<sup>2</sup>/</font><font size="1">3</font><font size="2">% of the votes of the parent corporation must be beneficially owned and controlled, directly or indirectly, by Canadian interests;
	</font></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">it must not otherwise be controlled by non-Canadians; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">at least 80% of the board of directors, as well as the Chief Executive Officer (CEO), must be Canadian.
	</FONT></P></li>
</ul>
<P align="left">
<FONT size="2">If the parent corporation of a broadcasting licensee has fewer than 80% Canadian directors on its board of directors, a non-Canadian CEO or less than 80% Canadian ownership, the parent corporation must demonstrate to the
CRTC that it or its directors do not have control or influence over any of the broadcasting licensee&#146;s programming decisions. Corporations must have the CRTC&#146;s approval before they can transfer effective control of a broadcasting licensee. The CRTC
may impose certain requirements, including the payment of certain benefits, as a condition of the transfer.</FONT></P>
<P align="left">
<B><I>Canadian Broadcasting in New Media </I></B></P>
<P align="left">
<font size="2">In&nbsp;2009, the CRTC conducted a hearing to consider issues pertaining to Canadian broadcasting in new media, including whether incentives or regulatory measures would be necessary for the creation and promotion of
Canadian broadcasting content in new media. One proposal under consideration was the requirement for direct financial contribution from ISPs like Bell&nbsp;Canada. Although the CRTC, in Broadcasting Regulatory Policy CRTC&nbsp;2009-329, dated June&nbsp;4,&nbsp;2009,
ruled against imposing measures to fund the creation and promotion of Canadian new media broadcasting content, it also referred to the Federal Court of
Appeal the legal question of whether ISPs are subject to the <I>Broadcasting Act</I> and therefore subject to broadcasting regulation.</font></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 29 -</font></P>

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<P align="left">
<font size="2">The Federal Court of Appeal issued its decision on July&nbsp;7,&nbsp;2010, in which it concluded that ISPs &#147;do not carry on, in whole or in part, &#145;broadcasting undertakings&#146; subject to the <I>Broadcasting Act</I> when, in their role as ISPs, they provide access through the Internet to &#145;broadcasting&#146; requested by end-users.&#148; On September&nbsp;27,&nbsp;2010, The Alliance of
Canadian Cinema, Television and Radio Artists (ACTRA), the Canadian Media Production Association (CMPA), the Director&#146;s Guild of Canada (DGC) and the Writers Guild of&nbsp;Canada (WGC) filed an application to the Supreme Court of&nbsp;Canada seeking leave to appeal the Federal Court of Appeal&#146;s July&nbsp;7,&nbsp;2010 decision. If the Supreme Court were to grant
leave to appeal, reverse the Federal Court of Appeal&#146;s decision and in so doing determine that ISPs do carry on a broadcasting undertaking when in their role as ISPs they provide access through the Internet to &#147;broadcasting&#148;, this
would give the CRTC the jurisdiction to impose a levy on ISP revenues, which funds could be used (in whole or in part) to subsidize the creation and or distribution of Canadian new media broadcasting programming content.</font></P>
<P align="left">
<B><I>Bell&nbsp;TV </I></B></P>
<P align="left">
<FONT size="2">We are subject to programming and carriage requirements under CRTC regulations. Changes to the regulations that govern broadcasting could negatively affect Bell&nbsp;TV&#146;s competitive position or the cost of providing its
services. The licence under which we offer DTH satellite TV service was renewed in March&nbsp;2004 and was to expire on August&nbsp;31,&nbsp;2010. The licence has since been extended for one year to August&nbsp;31,&nbsp;2011. Similarly, the licences under which we offer
Bell&nbsp;Fibe TV were issued in&nbsp;2004 and are set to expire on August&nbsp;31,&nbsp;2011. While we expect these licences will be renewed at term, there is no assurance that this will happen, or of the terms under which renewal will be granted.</FONT></P>
<P align="left">
<B><font size="2">REVIEW OF DTH SATELLITE DISTRIBUTION POLICY </font></B></P>
<P align="left">
<FONT size="2">In Broadcasting Regulatory Policy CRTC&nbsp;2010-167 (A group-based approach to the licensing of private television services), dated March&nbsp;22,&nbsp;2010, the CRTC stated its intention to conduct a review of its policies concerning
DTH satellite services prior to the next licence renewal proceedings for the two DTH undertakings currently in operation (Shaw Direct and Bell&nbsp;TV). A public hearing took place on this issue in November&nbsp;2010.</FONT></P>
<P align="left">
<FONT size="2">The proceeding focused on two issues: (i) the conventional local television stations that DTH distributors are required to offer to their subscribers; and (ii) the manner in which DTH distributors perform simultaneous
substitution.  Simultaneous substitution is a process whereby licenced broadcasting distribution undertakings (including Bell&nbsp;TV and its major competitors) are required to substitute local Canadian television signals for non-Canadian television
signals where the programming is simultaneous and identical.</FONT></P>
<P align="left">
<FONT size="2">Additional regulatory requirements to distribute more Canadian conventional television stations, or further requirements for signal substitution, would increase costs and consume satellite capacity that might otherwise
be put to more effective use, thereby having negative financial implications for the operation of Bell&nbsp;TV.</FONT></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 30 -</font></P>

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<P align="left">
<B><font size="2">FEE</font></B><font size="2"><B>-FOR-CARRIAGE</B></font><B><font size="2">
</font></B></P>
<P align="left">
<FONT size="2">On October&nbsp;30,&nbsp;2008, the CRTC issued Broadcasting Public Notice&nbsp;2008-100, in which it established its regulatory frameworks for broadcast distribution undertakings and discretionary programming services, and set out its
policies related to signal carriage and distant signals. The majority of the CRTC&#146;s determinations will be implemented on August&nbsp;31,&nbsp;2011 and in certain respects will provide Bell&nbsp;TV a measure of added flexibility in service packaging.</FONT></P>

<P align="left">
<font size="2">In Broadcasting Regulatory Policy CRTC&nbsp;2010-167, the CRTC maintained the obligation on broadcasting distribution undertakings like Bell&nbsp;TV to contribute 1.5% of their annual broadcasting revenue to the Local Programming
Improvement Fund.  It also announced its intention to implement a regime where broadcasters can choose to either retain their existing regulatory protections or negotiate a Value for Signal (VFS) fee with distributors. Under the proposed regime, if
broadcasters choose to negotiate a VFS fee, and negotiations fail, they would have the right to require the deletion of any signals they own and for which they have the exhibition rights from distribution in their market. In response to the position
put forth by Bell&nbsp;Canada and others, the CRTC also concluded that there is a legal uncertainty as to whether it has the jurisdiction to impose a VFS regime.  The CRTC has referred the question of its jurisdiction in this area to the Federal Court of
Appeal which heard legal arguments on this subject on September&nbsp;13 and 14,&nbsp;2010. The VFS regime may not be implemented until the Federal Court of Appeal has decided the issue. A decision is expected shortly.</font></P>
<P align="left">
<B><I>Proceeding to Review the Regulatory Framework Relating to Vertical Integration </I></B></P>
<P align="left">
<FONT size="2">On October&nbsp;22,&nbsp;2010, the CRTC approved an application by Shaw Communications&nbsp;Inc. (Shaw), on behalf of Canwest Global Communications Corp. (Canwest Global), for authority to transfer the effective control of Canwest
Global&#146;s licensed broadcasting subsidiaries to Shaw. On the same day, noting the growing trend of &#147;vertical integration&#148; taking place in the Canadian broadcasting industry (which the CRTC defines as the ownership, by one entity, of
both programming and distribution undertakings, or, both programming undertakings and production companies), including BCE&#146;s announced intention to seek the CRTC&#146;s approval for a share transfer pursuant to which BCE&nbsp;would acquire sole
control of CTVglobemedia, the CRTC launched Broadcasting Notice of Consultation&nbsp;2010-783. In this proceeding, the CRTC will examine whether existing regulatory tools will be sufficient to address any concerns that vertically integrated distributors
have the potential to behave in an anti-competitive manner, to the detriment of the Canadian broadcasting industry. </FONT></P>
<P align="left">
<FONT size="2">The CRTC reiterated its view that, with specific regard to programming rights, it prefers to see distribution of programs on a non-exclusive basis. However, the CRTC further stated that it did not intend to interpose
itself into the wholesale commercial environment, but rather to regulate or, alternatively, establish guidelines only where measures appear warranted by the record of this proceeding. A hearing in this matter is scheduled to take place in the second
quarter of&nbsp;2011. It is not possible to determine the impact, if any, the CRTC&#146;s decision will have. However, new rules regarding exclusive program arrangements could restrict programming flexibility. </FONT></P>

<P align="center" style="margin-bottom: 0">
<font size="2">- 31 -</font></P>

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<P align="left"><B>Radiocommunication Act</B></P>
<P align="left"><font size="2">Industry&nbsp;Canada regulates the use of radio spectrum by Bell&nbsp;Canada, Bell&nbsp;Mobility and other wireless service providers under the
<I>Radiocommunication Act</I>. Under the <I>Radiocommunication Act</I>, Industry&nbsp;Canada ensures that radio communication in&nbsp;Canada is developed and operated efficiently.
</font></P>
<P align="left"><FONT size="2">The Minister of Industry has the discretion to:
</FONT></P>
<ul>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">issue and amend radio licences;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">set technical standards for radio equipment;
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">establish licensing conditions; and
	</FONT></P></li>
	<li>
	<P align="left" style="margin-top: 0; margin-bottom: 0"><FONT size="2">decide how radio spectrum is allocated and used.
	</FONT></P></li>
</ul>
<P align="left">
<font size="2">Under the <I>Radiocommunication Regulations</I>, companies that are eligible for radio licences, such as Bell&nbsp;Canada and Bell&nbsp;Mobility, must meet
the same ownership requirements that apply to corporations under the <I>Telecommunications Act</I>.
</font></P>
<P align="left">
<font size="2">The <I>Radiocommunication Act</I> contains provisions which make it a criminal offence to manufacture, offer for sale or sell any device used to
decode an encrypted subscription signal in connection with unauthorized reception of satellite signals. Bell&nbsp;TV, Bell&nbsp;Canada, the Canadian Association of Broadcasters (CAB) and members of&nbsp;Canada&#146;s broadcasting production community continue to
encourage the Government of&nbsp;Canada to strengthen the <I>Radiocommunication Act </I>in order to combat the black market in signal theft.
</font></P>
<P align="left">
<B><I>Spectrum Licences </I></B></P>
<P align="left">
<font size="2">Companies must have a spectrum licence to operate wireless systems in&nbsp;Canada. The Minister of Industry awards spectrum licences, through a variety of methods, at his or her discretion under the <I>Radiocommunication Act</I>. While we anticipate that the licences under which we provide wireless services will be renewed at term, there is no assurance that this will happen. Industry
Canada can revoke a company&#146;s licence at any time if the company does not comply with the licence&#146;s conditions. Industry&nbsp;Canada has indicated that even with full compliance with the conditions of a licence, Industry&nbsp;Canada could withdraw a licence
based on circumstances in existence at the time of renewal. While we believe that we comply with the conditions of our licences, there is no assurance that Industry&nbsp;Canada will agree. Should there be a disagreement, this could have a negative effect
on our business and financial results. </font></P>
<P align="left">
<FONT size="2">As a result of a 2003 Industry&nbsp;Canada decision, the licences under which we provide service which would have expired on March&nbsp;31,&nbsp;2006, will now expire on March&nbsp;31,&nbsp;2011. The personal communications services (PCS)
licences that were awarded in the 2001 PCS auction will expire on November&nbsp;29,&nbsp;2011.</FONT></P>
<P align="left">
&nbsp;</P>

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<font size="2">- 32 -</font></P>

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<P align="left">
<B><I>Consultation on the Renewal of Cellular and PCS Spectrum Licences </I></B></P>
<p align="left">
<FONT size="2">On March&nbsp;25,&nbsp;2009, Industry&nbsp;Canada initiated a consultation to consider the renewal of Cellular and PCS spectrum licences which expire in&nbsp;2011. This consultation specifically addressed issues related to compliance as
well as proposed conditions of licence that would be applicable to the renewed licences. Industry&nbsp;Canada indicated that a subsequent consultation would specifically address the handling of spectrum license fees upon renewal. While a formal decision
regarding the renewal of Cellular and PCS spectrum licenses from Industry&nbsp;Canada has not occurred, in November&nbsp;2010 the Minister announced, in a public address, that he decided to freeze spectrum licence fees at their existing rate for the time
being. The Minister also stated that he will renew spectrum licences for a 20-year licence term. It is not known when a decision will be issued.</FONT></p>
<P align="left">
<B><I>Consultation on Revisions to the Framework for Spectrum Auctions in&nbsp;Canada</I></B></P>
<P align="left">
<font size="2">On April&nbsp;8,&nbsp;2009, Industry&nbsp;Canada initiated a consultation, which considers changes to the 2001 Framework for spectrum auctions in&nbsp;Canada, which is a general policy which applies to all future spectrum auctions. The
consultation invited comments on: (i) the use of auction types other than the currently used simultaneous multiple-round ascending auction format; (ii) the use of auctions to award satellite licences; (iii) restructuring the tier service areas for
licensing so as to distinguish between rural and urban areas; (iv) the continued need for the condition of licence requiring that licencees invest a percentage of their adjusted gross revenues in R&amp;D; (v) the length of renewal of being
long-term, or ten-years, (vi) the application of spectrum licence fees to both auctioned and non-auctioned spectrum licences;  and (vii) that these spectrum licence fees be based on an estimation of the market value of the spectrum in question
(where Industry&nbsp;Canada has stated that market value could be estimated by considering fees for similar spectrum in&nbsp;Canada, the fees charged for similar spectrum in other jurisdictions, or as reflected in the prices paid at auction for similar
spectrum). Determining the appropriate market value of spectrum to determine the level of future licence fees will likely be a contentious issue and could significantly affect the cost of spectrum for all carriers, including Bell&nbsp;Mobility.  Bell&nbsp;Mobility filed its comments on June&nbsp;15,&nbsp;2009, and reply comments on July&nbsp;15,&nbsp;2009. Among other things, Bell&nbsp;Mobility argued for significantly longer licence terms and supported Industry&nbsp;Canada&#146;s proposal to remove the 2% R&amp;D investment
requirement. We anticipate a decision in this proceeding in the first quarter of&nbsp;2011. It is not possible to estimate, at this time, the impact that Industry&nbsp;Canada&#146;s conclusions will have on our operations and results.</font></P>
<P align="left">
<B><I>Consultation on Transition to Broadband Radio Service in the 2500-2690 MHz Band </I></B></P>
<P align="left">
<FONT size="2">On June&nbsp;4,&nbsp;2010, Industry&nbsp;Canada issued its long anticipated decisions on the transition to Broadband Radio Service in the 2500-2690 MHz band and consultation on changes related to the band plan which addresses issues
surrounding the implementation of mobile service in the 2500 MHz band. The consultation was the next phase in Industry&nbsp;Canada&#146;s&nbsp;2006 2500 MHz policy, which enables use of the Bell-Rogers Inukshuk Wireless&nbsp;Inc. spectrum for mobile services, provided
that approximately one-third of the licensed (fixed-use) spectrum is returned to Industry&nbsp;Canada. The document was comprised of two parts: Part A &#150; Decisions and Part B &#150; Consultation.</FONT></P>
<P align="left">
<FONT size="2">In Part A, Industry&nbsp;Canada issued decisions on issues such as the establishment of a firm transition date, eligibility requirements and treatment of incumbents, CRTC-licensed Multipoint </FONT></P>

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<P align="left">
<FONT size="2">Distribution Service (MDS) broadcasting stations, geographic
service areas, licence fees and conditions of licence. Regarding licence fees, Industry&nbsp;Canada
indicated its intention to consult on a new licence fee regime that will apply
to Broadband Radio Service licences.</FONT></P>
<P align="left">
<FONT size="2">In Part B, Industry&nbsp;Canada consulted on whether to adopt the U.S. or International band plan, and sought comments on a host of technical issues surrounding the use of the spectrum as well as on the timing for the
completion of necessary spectrum exchanges or transactions. Responses to the consultation were due by September&nbsp;10,&nbsp;2010 and reply comments were submitted on October&nbsp;8,&nbsp;2010. As Industry&nbsp;Canada has not issued any decision on Part B of the consultation, it is not possible to estimate, at this time, the impact that Industry&nbsp;Canada&#146;s conclusions will have on our operations and
financial results.</FONT></P>
<P align="left">
<B><I>700 MHz Auction</I></B></P>
<P align="left">
<FONT size="2">Industry&nbsp;Canada is planning to auction spectrum in the 700 MHz band for mobile and fixed wireless service, with the actual auction anticipated to occur in late&nbsp;2012. The band is currently used by broadcasters for
over-the-air analog TV service and a decision to auction the 700 MHz band is complicated by the requirement to first move the broadcasters off the spectrum. In this regard, current policy dictates that the broadcasters must vacate the band by August&nbsp;31,&nbsp;2011. However, it is uncertain whether broadcasters will meet this deadline. In November&nbsp;2010, Industry&nbsp;Canada initiated its initial consultation leading toward the&nbsp;2012 auction.  In this regard, comments are due to be filed by February&nbsp;28,
2011, with reply comments due by March&nbsp;30,&nbsp;2011. Among other things the consultation asks whether measures are required to increase and/or sustain competition in&nbsp;Canada&#146;s wireless market. In this regard the consultation seeks views on whether
the use of spectrum set asides, as was used in the&nbsp;2008 AWS auction, and/or spectrum caps would be in the public interest. Either one of these measures could have an adverse impact on and limit Bell&nbsp;Canada&#146;s ability to acquire spectrum in the
auction.</FONT></P>
<P align="left">
<B><I>Accessibility for Ontarians with Disabilities Act,&nbsp;2005 (AODA) &#150; Proposed Standard for Pay Telephone Furniture</I></B></P>
<P align="left">
<FONT size="2">The Ontario government is currently considering a proposed Accessible Built Environment standard under the AODA process which could require significant changes to the arrangement of all pay telephone furniture in
Ontario. Bell&nbsp;Canada currently has in excess of 35,000 pay telephones installed in Ontario. The average cost of renovating pay telephones to comply with the proposed standard is estimated to exceed &#36;1,000 per unit. Bell&nbsp;Canada submitted comments
on October&nbsp;16,&nbsp;2009 to reduce the cost of compliance. Based on comments received, the Accessible Built Environment Standards Development Committee (ABE-SDC) finalized its recommendations and then submitted its final proposed standard to the Minister
of Community and Social Services in July&nbsp;2010. No decision on the final proposed standard has been released by the Minster to date. The ABE-SDC recommendations acknowledge that the provision of public pay telephone service in&nbsp;Canada is subject to
comprehensive sector specific regulation under the purview of the CRTC and that barrier removal for persons with disabilities can be addressed through a CRTC ruling process. If new standards addressing accessibility issues for all public pay
telephone customers are demonstrably required, they would apply equally to all public pay telephone providers across&nbsp;Canada.</FONT></P>
<P align="left">
&nbsp;</P>

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<font size="2">- 34 -</font></P>

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<P align="left">
<B>Bell&nbsp;Canada Act </B></P>
<p align="left">
<font size="2">Under the <I>Bell&nbsp;Canada Act</I>, the CRTC must approve any sale or other disposal of Bell&nbsp;Canada voting shares that are held by BCE&nbsp;Inc., unless
the sale or disposal would result in BCE&nbsp;Inc. retaining at least 80% of all of the issued and outstanding voting shares of Bell&nbsp;Canada. Except in the ordinary course of its business, the CRTC must also approve the sale or other disposal of
facilities integral to Bell&nbsp;Canada&#146;s telecommunications activities. </font></p>
<p align="left">
&nbsp;</p>
<table border="0" width="100%" cellpadding="0" style="border-collapse: collapse">
	<tr>
		<td width="3%" valign="top"><B>IV.</B></td>
		<td width="97%" valign="top">
		<P align="left">
<B>RISK MANAGEMENT PRACTICES
</B></P></td>
	</tr>
</table>
<P align="left">
<FONT size="2">BCE&nbsp;Inc.&#146;s audit committee (Audit Committee) is responsible for the oversight of our risk management processes. Such processes are designed to manage, rather than eliminate, the risk of failure to achieve our business
objectives. The Audit Committee also takes into account significant social, environmental and ethical matters that relate to our business. </FONT></P>
<P align="left">
<FONT size="2">We have enterprise-wide risk assessment processes which incorporate the internal control and enterprise risk management frameworks of the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Risk
assessment and evaluation is an important part of the annual business planning cycle. In developing their annual plans, BCE&#146;s business units identify and assess significant risks to the achievement of their business objectives and, where necessary,
develop mitigation plans. The risk information generated is reviewed with senior management and BCE&nbsp;Inc.&#146;s board of directors in evaluating the business plans for each of the business units and the company as a whole. The Internal Audit group plans
its annual activities employing a risk-based review of internal control processes in the company. Throughout the year the Internal Audit group carries out continuing assessments of the quality of controls. On a quarterly basis the Internal Audit
group reports to the Audit Committee on the results of its internal audits and on areas identified for specific improvement. The Internal Audit group also promotes effective risk management in our lines of business. </FONT></P>
<P align="left">
<FONT size="2">The Audit Committee considers the effectiveness of the operation of our internal control procedures, reviewing reports from the Internal Audit group and BCE&nbsp;Inc.&#146;s external auditors. The Audit Committee reports its
conclusions to BCE&nbsp;Inc.&#146;s board of directors. </FONT></P>

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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
