##### Table of Contents



2002

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U.S. Securities and Exchange CommissionWashington, D.C. 20549

FORM 40-F



|o |  | REGISTRATION STATEMENT PURSUANT
TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------

OR



|x |  | ANNUAL REPORT PURSUANT TO
SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------

|                                             |  |                               
|-------------------------------------------- |  | ------------------------------
|For the fiscal year ended: December 31, 2002 |  | Commission File Number: 1-7274

Bell Canada(Exact name of Registrant as specified in its charter)

Canada(Jurisdiction of incorporation or organization)

4813(Primary Standard Industrial Classification Code Number (if applicable))

98-0032398(I.R.S. Employer Identification Number (if applicable))

1000 rue de La Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7, (514) 397-7000(Address and telephone number of Registrants principal executive offices)

CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, N.Y. 10011, (212) 894-8940(Name, address (including zip code) and telephone number (including area code)
of agents for service in the United States)

|                                                            |  |     
|----------------------------------------------------------- |  | ----
|Securities registered pursuant to Section 12(b) of the Act: |  | None
|                                                            |  |     
|Securities registered pursuant to Section 12(g of the Act:  |  | None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:Title of each class

7  3/4% Debentures, Series EL, Due 2006
9.5% Debentures, Series ES, Due 2010

For annual reports, indicate by check mark the information filed with this
Form:

|  |  |                         |  |   |  |                                    
|- |  | ----------------------- |  | - |  | -----------------------------------
|x |  | Annual information form |  | x |  | Audited annual financial statements

Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by the annual
report.

At December 31, 2002, 355,346,988 common shares and
44,000,000 Class A Preferred Shares

Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the Exchange Act). If Yes is marked, indicate the file number assigned to
the Registrant in connection with such Rule.

|     |  |        
|---- |  | -------
|YES: |  | NO:   X

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

|         |  |    
|-------- |  | ---
|YES:   X |  | NO:





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TABLE OF CONTENTS



|                                                     |                                         |  |  |  |  |  |  | 
|---------------------------------------------------- | --------------------------------------- |  |  |  |  |  |  | 
|                                                     | Documents Incorporated by Reference    
|                                                     | Trademarks                             
|                                                     | FORWARD-LOOKING STATEMENTS             
|ITEM 1  CORPORATE STRUCTURE                        
|ITEM 2  GENERAL DEVELOPMENT                        
|                                                     | 2.1 OVERVIEW                           
|                                                     | 2.2 THREE-YEAR HISTORY                 
|                                                     | 2.3 OUR OBJECTIVES AND STRATEGY        
|ITEM 3  BUSINESS                                   
|                                                     | 3.1 OVERVIEW                           
|                                                     | 3.2 PRODUCTS AND SERVICES              
|                                                     | 3.3 MARKETING AND DISTRIBUTION CHANNELS
|                                                     | 3.4 NETWORKS                           
|                                                     | 3.5 CAPITAL EXPENDITURES               
|                                                     | 3.6 COMPETITION                        
|                                                     | 3.7 REGULATION                         
|                                                     | 3.8 ENVIRONMENT                        
|                                                     | 3.9 EMPLOYEES                          
|                                                     | 3.10 LEGAL PROCEEDINGS                 
|                                                     | 3.11 RISK FACTORS                      
|ITEM 4  SELECTED FINANCIAL INFORMATION             
|                                                     | 4.1 THREE-YEAR DATA                    
|                                                     | 4.2 DIVIDEND POLICY                    
|ITEM 5  MANAGEMENTS DISCUSSION AND ANALYSIS       
|ITEM 6  STATEMENT OF CORPORATE GOVERNANCE PRACTICES
|ITEM 7  MARKET FOR SECURITIES                      
|ITEM 8  DIRECTORS AND OFFICERS                     
|                                                     | 8.1 DIRECTORS                          
|                                                     | 8.2 OFFICERS                           
|ITEM 9  ADDITIONAL INFORMATION                     
|                                                     | 9.1 FINANCIAL YEAR-END                 
|                                                     | 9.2 VOTING SECURITIES                  
|                                                     | 9.3 AUDITORS                           
|SCHEDULE 1  DIRECTORS AND OFFICERS REMUNERATION  
|EXHIBIT 99.1                                        
|EXHIBIT 99.2                                        



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PRIOR FILINGS MODIFIED AND SUPERSEDED

Bell Canadas Annual Report on Form 40-F for the year ended December 31,
2002, at the time of filing with the Securities and Exchange Commission,
modifies and supersedes all prior documents filed pursuant to Sections 13, 14
and 15(d) of the Exchange Act for purposes of any offers or sales of any
securities after the date of such filing pursuant to any Registration Statement
or Prospectus filed pursuant to the Securities Act of 1933 which incorporates
by reference such Annual Report on Form 40-F. Other than Bell Canadas Annual
Information Form for the year ended December 31, 2002 included herein (the
AIF) and the consolidated audited annual financial statements and
managements discussion and analysis of financial condition and results of
operations specifically incorporated by reference herein, no other information
from the Exhibits is to be incorporated by reference in a Registration
Statement or Prospectus filed pursuant to the Securities Act of 1933.

CONSOLIDATED AUDITED ANNUAL FINANCIAL STATEMENTS AND
MANAGEMENTS DISCUSSION AND ANALYSIS



|A. |  | Consolidated Audited Annual
Financial Statements
|-- |  | ------------------------------------------------

For consolidated audited annual financial statements, including the
auditors report with respect thereto, see pages 25 to 47 and part of page 24,
respectively, of the Bell Canada 2002 Financial Information attached hereto as
Exhibit 99.1.



|B. |  | Managements Discussion
and Analysis
|-- |  | ------------------------------------

For managements discussion and analysis of financial condition and
results of operations, see pages 2 to 23 of the Bell Canada 2002 Financial
Information attached hereto as Exhibit 99.1.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this annual report on Form
40-F, an evaluation was carried out by Bell Canadas management, under the
supervision, and with the participation, of Bell Canadas Chief Executive
Officer (the CEO) and Chief Financial Officer (the CFO), of the
effectiveness of Bell Canadas disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14). Based on that evaluation, the CEO
and CFO concluded that such disclosure controls and procedures were adequate
and effective and designed to ensure that material information relating to Bell
Canada and its consolidated subsidiaries would be made known to them by others
within those entities.

CHANGES IN INTERNAL CONTROLS

Bell Canadas CEO and CFO hereby report that there were no significant
changes in Bell Canadas internal controls or in other factors that could
significantly affect Bell Canadas internal controls subsequent to the date of
their most recent evaluation, including any corrective actions with regard to
significant deficiencies or material weaknesses.

UNDERTAKING

Bell Canada undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities in relation to which the obligation to file an
annual report on Form 40-F arises; or transactions in said securities.





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WEB SITE INFORMATION

Notwithstanding any reference to Bell Canadas and BCE Inc.s sites on the
World Wide Web in the AIF or in the documents attached as exhibits hereto, the
information contained in Bell Canadas and BCE Inc.s sites or any other site
on the World Wide Web referred to in Bell Canadas or BCE Inc.s site is not a
part of this Form 40-F and, therefore, is not filed with the Commission.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Bell Canada has made in the documents filed as part of this annual
report, and from time to time may otherwise make, forward-looking statements
and related assumptions concerning its operations, economic performance and
financial matters. Bell Canada is under no duty to update any of these
forward-looking statements or related assumptions. Actual results or events
could differ materially from those set forth in, or implied by, the
forward-looking statements and the related assumptions due to a variety of
factors. Reference is made to the section entitled Forward-looking
statements on page 3 of the AIF and to the section entitled Risk Factors on
pages 16 to 18 of the AIF for a discussion of certain of such factors.





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Bell Canada

Annual Information Form

For the year ended December 31, 2002
March 26, 2003





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##### Table of Contents



Table of Contents

Annual Information Form
for the year ended
December 31, 2002
March 26, 2003

|                                                     |      |                                     |    |  |    | 
|---------------------------------------------------- | ---- | ----------------------------------- | -- |  | -- | 
|                                                     |      | Documents Incorporated by Reference |    |  | 2  | 
|                                                     |      | Trademarks                          |    |  | 2  | 
|                                                     |      | Forward-Looking Statements          |    |  | 3  | 
|Item 1  Corporate Structure                         |      |                                     | 3  | 
|Item 2  General Development                         |      |                                     | 3  | 
|                                                     | 2.1  | Overview                            |    |  | 3  | 
|                                                     | 2.2  | Three-Year History                  |    |  | 3  | 
|                                                     | 2.3  | Our Objectives and Strategy         |    |  | 7  | 
|Item 3  Business                                    |      |                                     | 7  | 
|                                                     | 3.1  | Overview                            |    |  | 7  | 
|                                                     | 3.2  | Products and Services               |    |  | 7  | 
|                                                     | 3.3  | Marketing and Distribution Channels |    |  | 10 | 
|                                                     | 3.4  | Networks                            |    |  | 10 | 
|                                                     | 3.5  | Capital Expenditures                |    |  | 11 | 
|                                                     | 3.6  | Competition                         |    |  | 11 | 
|                                                     | 3.7  | Regulation                          |    |  | 11 | 
|                                                     | 3.8  | Environment                         |    |  | 14 | 
|                                                     | 3.9  | Employees                           |    |  | 14 | 
|                                                     | 3.10 | Legal Proceedings                   |    |  | 15 | 
|                                                     | 3.11 | Risk Factors                        |    |  | 16 | 
|Item 4  Selected Financial Information              |      |                                     | 19 | 
|                                                     | 4.1  | Three-Year Data                     |    |  | 19 | 
|                                                     | 4.2  | Dividend Policy                     |    |  | 19 | 
|Item 5  Managements Discussion and Analysis        |      |                                     | 19 | 
|Item 6  Statement of Corporate Governance Practices |      |                                     | 19 | 
|Item 7  Market for Securities                       |      |                                     | 25 | 
|Item 8  Directors and Officers                      |      |                                     | 25 | 
|                                                     | 8.1  | Directors                           |    |  | 25 | 
|                                                     | 8.2  | Officers                            |    |  | 26 | 
|Item 9  Additional Information                      |      |                                     | 27 | 
|                                                     | 9.1  | Financial Year-End                  |    |  | 27 | 
|                                                     | 9.2  | Voting Securities                   |    |  | 27 | 
|                                                     | 9.3  | Auditors                            |    |  | 27 | 
|Schedule 1  Directors and Officers Remuneration   |      |                                     | 28 | 





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Documents Incorporated by Reference

|                                                       |  |                                   
|------------------------------------------------------ |  | ----------------------------------
|                                                       |  | Part of Annual Information Form in
|Document                                               |  | which incorporated by reference   
|                                                       |  |                                   
|Portions of the 2002 Bell Canada Financial Information |  | Item 5                            




Trademarks

|                       |  |                           
|---------------------- |  | --------------------------
|Owner                  |  | Trademark                 
|                       |  |                           
|Bell Canada            |  | Rings & Head Design       
|                       |  | Bell Canada corporate logo
|                       |  | Bell                      
|                       |  | Bell World                
|                       |  | Espace Bell               
|                       |  | Sympatico                 
|                       |  | Sympatico.ca              
|Bell Mobility Inc.     |  | Mobile Browser            
|Telesat Canada         |  | Nimiq                     
|Yellow Pages Group Co. |  | Yellow Pages              



---

Any other trademarks, corporate, trade or domain names used in this Annual
Information Form are properties of their respective owners. We believe that our
brands are very important to the success of our company. We take appropriate
measures to protect our intellectual property and to defend our brands. We also
spend considerable time and resources in surveillance, registration, protection
and prosecution of infringers. We also take great care not to infringe on the
intellectual property and brands of others.

In this Annual Information Form we, us, ourselves and our mean Bell
Canada, its subsidiaries, joint ventures and investments in significantly
influenced companies and BCE means BCE Inc., its subsidiaries, joint ventures
and investments in significantly influenced companies. Significantly influenced
means that:
 we have a 20% to 50% equity interest in a company that we do not
control or jointly control, and
 we have a significant influence on its
operating, investing and financing activities.

Effective December 31, 2002, BCE Inc. transferred its 14% interest in Aliant
Inc. (Aliant) to us, increasing our ownership to 53%, and at the end of
December 2002, BCE Inc. transferred its 100% investment in Bell ExpressVu
Limited Partnership (Bell ExpressVu) to a partnership held 52% by ourselves
and 48% by BCE Inc. Effective December 31, 2002, we consolidate the net assets
of Aliant and Bell ExpressVu in our consolidated balance sheet. Accordingly,
discussions in this Annual Information Form on matters reflecting our
consolidated balance sheet include Aliant and Bell ExpressVu. From a statement
of operations perspective, we started consolidating the results of operations
of Aliant and Bell ExpressVu as of January 1, 2003. Accordingly, given our 2002
results of operations exclude the consolidation of these companies (except for
our 39% equity earnings in Aliant), our Annual Information Form discussions on
matters reflecting our results of operations exclude Aliant and Bell ExpressVu,
unless otherwise specified.

All dollar figures are in Canadian dollars, unless otherwise indicated. The
information in this Annual Information Form is disclosed as at March 26, 2003,
unless otherwise indicated and except for information contained in portions of
documents that are incorporated by reference in this Annual Information Form
and which are dated as of a different date.

Bell Canada   2   2002 Annual Information Form



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FORWARD-LOOKING STATEMENTS

Securities laws encourage companies to
disclose forward-looking information so that
investors can better understand the companys
future prospects and make informed investment
decisions.

This Annual Information Form contains
forward-looking statements about our
objectives, strategies, financial condition,
results of operations and businesses.

These statements are forward-looking
because they are based on our current
expectations about the markets we operate in
and on various estimates and assumptions. It
is important to know that:



| |  | forward-looking statements describe our expectations on the
day they are made. For this Annual Information
Form, it is March 26, 2003, except for
forward-looking statements contained in
portions of documents that are incorporated by
reference in this Annual Information Form and
which are dated as of a different date                                                                  
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | our actual results could be materially different
from what we expect if known or unknown risks
affect our business, or if our estimates or
assumptions turn out to be inaccurate. As a
result, we cannot guarantee that any
forward-looking statement will materialize                                                                                                                         
| 
| |  | forward-looking statements do not take into
account the effect that transactions or non-recurring items
announced or occurring after the statements
are made may have on our business. For
example, they do not include the effect of
sales of assets, monetizations, mergers,
acquisitions or other business combinations or
transactions, nor do they include the effect
of asset write-downs
| 
| |  | we assume no obligation to update any
forward-looking statement even
if new information becomes available, as a
result of future events or for any other
reason.                                                                                                                                                                                                                               

You will find a more detailed assessment
of the risks that could cause our actual
results to materially differ from our current
expectations in item 3.11  Risk Factors.




ITEM 1  CORPORATE STRUCTURE

Bell Canada was incorporated in 1880 by a
Special Act of the Parliament of Canada and
was continued under the Canada Business
Corporations Acton April 21, 1982. Bell
Canada is currently governed by a Certificate
and Articles of Amalgamation dated January 1,
2003. Bell Canada may also be legally
designated as The Bell Telephone Company of
Canada or La Compagnie de Téléphone Bell du
Canada. Bell Canadas registered office is at
1050, côte du Beaver Hall, Bureau 1600,
Montréal, Québec H2Z 1S4 while its principal
executive offices are located at 1000, rue de
La Gauchetière Ouest, Bureau 3700, Montréal,
Québec H3B 4Y7.

Bell Canada is an indirect wholly-owned
subsidiary of BCE Inc. For more information on
BCE, please consult BCE Inc.s website at
www.bce.ca.

The following are our principal
subsidiaries, all of which were incorporated
under the Canada Business Corporations Act:



| |  | Aliant (1)                                                                    
|- |  | ------------------------------------------------------------------------------
| 
| |  | Bell Mobility Inc. (Bell Mobility)                                          
| 
| |  | BCE Nexxia Inc. (carrying on business in
Canada under the name Bell Nexxia).

We beneficially own all of the securities
(voting and non-voting) issued by Bell
Mobility and Bell Nexxia and own 53% of the
common shares issued by Aliant. Other
subsidiaries, each of which represents not
more than 10% of our consolidated assets and
not more than 10 % of our consolidated sales
and operating revenues, and all of which, in
the aggregate, represent not more than 20% of
our total consolidated assets and total
consolidated sales and operating revenues at
December 31, 2002, have been omitted.




ITEM 2  GENERAL DEVELOPMENT






|2.1 |  | OVERVIEW
|--- |  | --------

We are Canadas leading provider of wireline
and wireless communications services, Internet
access, data and other communications services
to residential and business customers through
our 21 million customer connections. Since
January 1, 2003 we are also a provider of
Direct-To-Home (DTH) satellite television
services through Bell ExpressVu and have
started consolidating its results of
operations and those of Aliant.

At December 31, 2002, we(1):



| |  | served 11.6 million local telephone service subscribers                          
|- |  | ---------------------------------------------------------------------------------
| 
| |  | served 3.4 million cellular and personal
communications service (PCS) customers
| 
| |  | served 586,000 paging customers                                                  
| 
| |  | provided dial-up and high-speed Internet access to 1.8
million subscribers       
| 
| |  | provided 3.7 million
digital equivalent access lines(2).                         

In 2002, we had consolidated operating
revenues of $14.4 billion and approximately
54,000 employees at December 31, 2002. We had
total assets of $29.5 billion at December 31,
2002.






|2.2 |  | THREE-YEAR HISTORY
|--- |  | ------------------

The following is a detailed description of the
significant events that have influenced the
general development of our business over the
course of the last three years.



|2.2.1 |  | RECENT DEVELOPMENTS
|----- |  | -------------------

ACQUISITIONS AND DISPOSITIONS

TRANSFER OF SYMPATICO.CA

On September 13, 2002, Bell Globemedia Inc.
(Bell Globemedia), approximately 68.5% owned
by BCE Inc., bought Lycos Inc.s 29% stake in
the Sympatico-Lycos joint venture and took full
control of Sympatico.ca, Canadas largest
Internet portal.

On February 7, 2003, an agreement was
announced to transfer the Sympatico.ca portal,
and its associated city site properties from
Bell Globemedia to Bell Canada so that it
could be more closely tied to our Sympatico
Internet access services. The transaction
closed on March 17, 2003.

TRANSFER OF 14% INTEREST IN ALIANT

Effective December 31, 2002, BCE Inc.
transferred its 14% interest in Aliant to us
in exchange for common shares of Bell Canada.
As a result, we now own a 53% interest in
Aliant.



---

|(1) |  | Unless otherwise specified, the discussion in this Annual Information
Form excludes Aliant and Bell ExpressVu.
|--- |  | --------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Derived by converting low
capacity data lines to the equivalent number of voice grade access lines.           

Bell Canada   3   2002 Annual Information Form



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##### Table of Contents



TRANSFER OF BELL EXPRESSVU

At the end of December 2002, BCE Inc.
transferred its 100% investment in Bell
ExpressVu to a partnership held 52% by us and
48% by BCE Inc. in exchange for units in the
partnership. BCE Inc. also executed an
agreement providing for the transfer to us,
subject to regulatory approval, of
approximately 52% of the common equity of the
general partner managing the affairs of Bell
ExpressVu, effective as of December 31, 2002.

SALE OF DIRECTORIES BUSINESS

On November 29, 2002, we and certain of our
affiliates completed the sale of our print and
electronic directories business for
approximately $3 billion in cash to an entity
ultimately controlled by Kohlberg Kravis
Roberts & Co. L.P. and the Ontario Teachers
Merchant Bank, the private equity arm of the
Ontario Teachers Pension Plan Board. As a
result, we recorded a pre-tax gain on the sale
of $2.4 billion. The sale included:



| |  | the print directories business previously carried
on by Bell Actimedia Inc. (Bell Actimedia),
including 209 print White Pages and Yellow
Pages directories in Ontario and Québec
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Bell Actimedias 12.86% interest in the
Aliant Actimedia general partnership                                                                                                      
| 
| |  | the electronic yellowpages.ca, canadatollfree.ca
and Canada411.ca directories managed and
operated by Sympatico Inc. (Sympatico).                                               

Prior to the closing of the sale, we
along with BCE Inc., completed a corporate
reorganization, resulting in the transfer of
our directories business and BCE Inc.s
agreement to contribute its 100% investment in
Bell ExpressVu as well as certain debt
receivables and cash to a partnership. Refer
to the previous discussion under Transfer of
Bell ExpressVu.

Following the sale of our directories
business, the partnership distributed the net
proceeds to its partners in proportion to their
percentage ownership interests in the
partnership. A net distribution of $1.1 billion
was made to BCE Inc. which was partly used to
help finance the repurchase of SBC
Communications Inc.s (SBC) remaining
indirect interest in Bell Canada (see below).
The balance of the net proceeds was distributed
to us and will be used to reduce debt and for
general corporate purposes.

In connection with the sale of our
directories business, we entered into certain
transitional and long-term operating
agreements relating to the print directories
business. In addition, we have agreed not to
compete with the purchasers in the directories
business in Canada for a period of 30 years.
Together with Sympatico, we also entered into
certain Internet website linking and
operational agreements relating to the
electronic directories, providing, amongst
others, that the post-sale directories
business will publish Bell Canadas White
Pages directories and be allowed to use the
Bell Canada trademark and logo on the
directories.

In addition, we acquired a 10% indirect
interest in the post-sale directories business
for $91 million.

Revenues and EBITDA(1) in 2003 will be
negatively impacted by the sale of our
directories business, which contributed
approximately
$500 million to our total revenues and
approximately $310 million to EBITDA in 2002.

REPURCHASE BY BCE INC. OF SBCS 20% INTEREST IN BCH

On June 28, 2002, BCE Inc., Bell Canada
Holdings Inc. (BCH) and entities controlled
by SBC entered into agreements that ultimately
led to BCE Inc.s repurchase of SBCs 20%
interest in BCH, Bell Canadas parent company,
for $6.32 billion. Under these agreements:



| |  | BCH bought for cancellation a portion of
its outstanding shares from SBC on June
28, 2002, for $1.33 billion in cash. This
increased BCE Inc.s ownership in BCH to
83.5%
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | BCE Inc. completed the repurchase of
SBCs remaining 16.5% interest in BCH on
December 2, 2002 for $4.99 billion in
cash.                                                

BCE Inc. used $0.7 billion of the $1.1
billion net distribution made by us in
connection with the sale of the directories
business to fund a portion of the repurchase
price.

CREATION OF BELL WEST INC.

In April 2002, we along with Manitoba Telecom
Services Inc. (MTS), approximately 22 %
owned by us, created Bell West Inc. (Bell
West) by combining our interests in the
wireline assets of Bell Nexxia in Alberta and
British Columbia with our and MTS respective
investments in Bell Intrigna Inc. Bell West
provides telecommunications services in those
two provinces and operates under the Bell
brand.

As a result of this transaction, we own
60% of Bell West and MTS owns 40%. The terms
of the agreement between Bell Canada and MTS
also include certain put and call options
relating to MTS 40% ownership of Bell West.

Under the terms of the put option, MTS
can require us to buy its interest in Bell
West:



| |  | in February 2004 at a guaranteed floor
value of $458 million plus ongoing incremental
funding invested by MTS. The put price
includes an 8% return on the incremental
funding. The floor value was $549 million at
December 31, 2002
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | in January 2007 at fair market value less 12.5%                                                                                                                                                                                     
| 
| |  | at fair market value less 12.5%, under certain circumstances.                                                                                                                                                                       

If MTS does not exercise its put option,
we can exercise our call option. Under the
terms of the call option, we have the option
to buy MTS interest in Bell West:



| |  | in March 2004 at the greater of the floor value
described above and fair market value                         
|- |  | --------------------------------------------------------------------------------------------------------------
| 
| |  | in February 2007 at fair market value                                                                         
| 
| |  | at fair market value if there is a change of control
of MTS to a party other than ourselves or our
affiliates.

We have not received any formal notice
from MTS that it plans to exercise the put
option in February 2004.

TELEGLOBE INC.

On April 24, 2002, BCE Inc. announced that it
would stop providing long-term funding to
Teleglobe Inc. (Teleglobe).



---

|(1) |  | The term EBITDA (earnings before interest, taxes, depreciation and
amortization) does not have a standardized meaning under Canadian generally
accepted accounting principles (GAAP). We define it as operating revenues
less operating expenses, which means it represents operating income before
amortization expense, net benefit plans (credit) expense and restructuring and
other charges. The way we define EBITDA may be different from the way other
publicly traded companies define it or similar terms. EBITDA should not be
confused with net cash flows from operating activities. We use EBITDA, amongst
other measures, to assess the operating performance of our ongoing businesses.
The most comparable Canadian GAAP earnings measure is operating income. For
more details, see page 9 of the Bell Canada 2002 Financial Information.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Bell Canada   4   2002 Annual Information Form



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##### Table of Contents



On May 15, 2002 and later in the year,
Teleglobe and certain of its subsidiaries
filed for court protection under insolvency
statutes in various countries, including
Canada and the United States.

During the second quarter of 2002, we
completed our assessment of the carrying value
of our investment in Teleglobe (accounted for
on a cost basis) and a write-down of $1.354
billion was recorded, reducing the value of
the investment to nil.

On September 19, 2002,
Teleglobe announced the execution of
agreements for the sale of its core
telecommunications business, subject to
obtaining regulatory approvals and satisfying
contractual closing conditions.

As provided in relevant court orders, the
contracts between Teleglobe and us for the
mutual carriage of telecommunications
traffic will be assigned upon
substantially the same terms to affiliates of
the purchasers effective upon the closing
date.

On October 17, 2002, we and BCE Inc.
executed a court-approved settlement agreement
with Teleglobe and certain of its subsidiaries
regarding various amounts owing between
Teleglobe and BCE Inc.

On December 31, 2002, after obtaining
court approval, we and BCE Inc. sold all of
our common and preferred shares in Teleglobe
to the court-appointed monitor for a nominal
amount.

CREATION OF THE BELL NORDIQ INCOME FUND

In April 2002, we announced the initial public
offering of units of the Bell Nordiq Income
Fund (the Fund). The Fund acquired an
approximate 37% interest in each of Télébec
Limited Partnership (Télébec LP) and
Northern Telephone Limited Partnership
(Northern Telephone LP) from us. We retain
management control over both partnerships and
hold an approximate 63% interest in the
partnerships. We received gross proceeds of
$324 million and recorded a pre-tax gain of
$222 million on this transaction.

SIGNIFICANT REGULATORY DEVELOPMENTS

CRTC DECISION ON INCUMBENT AFFILIATES

On December 12, 2002, the Canadian
Radio-television and Telecommunications
Commission (CRTC) issued Decision 2002-76
Regulatory safeguards with respect to
incumbent affiliates, bundling by Bell Canada
and related matters. This decision makes
several important changes to the regulatory
regime which affects us:



| |  | contracts offered
by us which bundle tariffed and non-tariffed
products and services, must receive CRTC
approval. This means that all such contracts
currently in existence must be filed with the
CRTC for regulatory approval and that all new
contracts must also receive CRTC approval
prior to implementation
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the CRTC is prepared
to consider such tariff applications without
public notice and process them as
expeditiously as possible granting interim
approval where appropriate                                                                                                                                         
| 
| |  | Bell Nexxia will be subject to the same
requirements for tariff approval for
products and services offered in Bell
Canadas operating territory as currently
exist for Bell Canada.                                                                                                                               

While the decision increases our
regulatory burden at both the wholesale and
retail levels in highly competitive markets,
the financial impacts of this decision cannot
currently be quantified and, in any event,
cannot be isolated from the normal risk of
loss attributable to competition generally.

REVIEW OF FOREIGN OWNERSHIP RULES

In November 2002, Industry Canada issued a
discussion paper and asked the House Standing
Committee on Industry, Science and Technology
to conduct a review as to whether the current
Canadian ownership requirements included in the
Telecommunications Actand associated
regulations should be modified. Hearings began
on January 27, 2003. The Committee is expected
to complete its review and make recommendations
to the Minister of Industry towards the end of
April 2003. Hearings in November 2002 held by
the House Standing Committee on Canadian
Heritage also looked into this question as it
related to broadcasting and media ownership and
the Committee is expected to issue its report
in the Spring of 2003.

Since the reviews by the House Standing
Committees have not yet been completed and as
it is impossible to predict their outcome, we
are currently not in a position to assess the
impact, if any, the recommendations may have
on us.

JAMMING DEVICES

In June 2002, subsequent to a public
consultation, Industry Canada announced its
decision not to allow the liberalized use of
radiocommunication jamming devices in Canada.
Such liberalization would have enabled public
venues such as restaurants, theaters, stadiums
and shopping malls to install equipment that
would block the receipt or transmission of
mobile wireless radio signals.

SECOND PRICE CAP DECISION

On May 30, 2002, the CRTC released Decision
2002-34 ''Regulatory framework for second
price cap period, making a number of changes
to the rules governing local service in
Canadas telecommunications
industry for the next four years. The main
highlights of the decision include:



| |  | a reduction in the rates the incumbent telephone
companies, such as ourselves, charge their
competitors for certain services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | residential rates for local access services and for
features are frozen at current rate levels
unless inflation exceeds 3.5%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| 
| |  | a restriction on basic local service rate increases for
business customers to the rate of inflation.
For non-basic business services, the second
price cap decision led to the filing for a
reduction in rates for certain local services
for business customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
| |  | a new mechanism (referred to in the decision as the deferral
account), which will be used to fund
initiatives that benefit customers or that
contribute to achieving the CRTCs objectives,
including balancing the interest of the three
main stakeholders, i.e.
Incumbent Local Exchange Carriers (ILECs),
subscribers and competitors. The total
amount available each year for such
initiatives will be determined on the basis
of a formula that depends on the rate of
inflation and certain other factors. We may
apply at any time for approval of such
initiatives; however, the CRTC has indicated
its intention to dispose each year of any
amounts that are outstanding, beginning no
sooner than the middle of 2003.

The effects of this decision will be
recognized in our financial statements in
accordance with our accounting policies as the
revenues are

Bell Canada   5   2002 Annual Information Form



---



##### Table of Contents



earned or the costs of service are
incurred. It is anticipated that, in order to comply with the decision, various
expenses and capital expenditures will be incurred. We estimate our commitment
relating to this decision to be $74 million at December 31, 2002.

On August 27, 2002, AT&T Canada Corp.
(AT&T Canada) petitioned the Governor in
Council to modify portions of the decision,
requesting that the prices of certain network
facilities and services purchased by
competitors from ILECs be reduced, effective
June 1, 2002, to a level that reflects recovery
only of the incumbents costs, that such costs
be determined in a new manner in a follow-up
proceeding by the CRTC to be completed by the
end of June 2003, and that prices be reduced by
50%, effective June 1, 2002, pending completion
of such proceeding. On September 19, 2002, we
and certain other ILECs filed a response to the
petition pointing out that AT&T Canada is
essentially making the same proposal that it
made in the public hearing conducted by the
CRTC, a proposal rejected by the CRTC. On March
26, 2003, the Governor in Council issued its
decision rejecting the petition by AT&T Canada.

ACCOUNTING CHARGES

STREAMLINING AND OTHER CHARGES

In the fourth quarter of 2002, we recorded
pre-tax charges of $302 million ($190 million
after-tax) representing restructuring charges
of $232 million and other charges of $70
million.

The restructuring charges were primarily
from streamlining our management, line and
other support functions, and included employee
severance for approximately 1,700 employees,
enhanced pension benefits and other employee
costs. This is expected to be completed in
2003.

Other charges consisted primarily of
various accounts receivable write-downs
relating to billing adjustments and
unreconciled balances from prior years, which
were identified during the year.

At December 31, 2002, $111 million of the
restructuring provision remained unpaid.

PAY EQUITY SETTLEMENT

On September 25, 2002, the members of the
Canadian Telecommunications Employees
Association (CTEA) ratified a settlement we
had reached relating to the 1994 pay equity
complaints that the CTEA had filed on behalf
of its members before the Canadian Human
Rights Commission. The settlement includes a
cash payout of $128 million and related
pension benefits of approximately $50 million.

No settlement has yet been reached with
the Communications, Energy and Paperworkers
union of Canada (CEP), representing
current and former employees covered by
the complaints filed on their behalf.

ACCOUNTS RECEIVABLE WRITE-DOWN

During the second quarter, coincident with the
development of a new billing platform, Bell
Canada adopted a new and more precise
methodology to analyze the amount of
receivables by customer as well as by service
line and that permits a more accurate
determination of the validity of customer
balances owed to Bell Canada. This analysis
indicated that a write-down of accounts
receivable amounting to $272 million was
appropriate.

As these amounts arose from legacy
billing systems and processes, Bell Canada has
carried out a detailed review of billings and
adjustments for the period from 1997 to 2002.
These amounts arose as the cumulative result
of a series of individually immaterial events
and transactions pertaining to Bell Canadas
legacy accounts receivable systems dating back
to the early 1990s.

OTHER

SPRINT COLLABORATION AGREEMENT

Bell Mobility has an agreement with Sprint
Spectrum, L.P. (Sprint PCS) that allows PCS
wireless roaming throughout the United States,
and by agreement through the Bell Wireless
Alliance (BWA), Canada. Inter-carrier roaming
across Sprint PCS, Bell Mobility and other BWA
members provides one of the largest roaming
networks in North America, giving customers
the ability to stay connected while in the
United States and Canada.

In October 2002, Bell Mobility also
entered into a master agreement with Sprint
PCS for preferred collaboration in business
and technology planning, procurement,
intellectual property license and product and
platform development with regards to wireless
and wireless-related telecommunications
services and products.

APPOINTMENT OF CHIEF EXECUTIVE OFFICER

Further to the resignation of Mr. Jean C.
Monty as Chief Executive Officer of Bell
Canada effective April 23, 2002, Mr. Michael
J. Sabia was appointed as Chief Executive
Officer of Bell Canada.

LAUNCH OF NEW WIRELESS NETWORK

In 2002, Bell Mobility launched the next
generation 1X wireless network and related
devices. The new 1X network supports wireless
data transmission speeds of up to five times
faster than previous circuit-based
transmission technology thereby offering
cellphone users enhanced messaging, gaming,
downloadable ringtones, screensavers and other
mobile applications. Bell Mobility introduced
1X service across the majority of its coverage
area throughout 2002 and expects to continue
rolling-out 1X service during 2003.



|2.2.2 |  | 2001
|----- |  | ----

During the course of 2001, the following
events have influenced the general development
of our business:



| |  | the recording of pre-tax
charges of $864 million ($542 million after
tax) in the first and fourth quarters of 2001.
These charges represented restructuring
charges of $470 million and other charges of
$394 million. The restructuring charges were
from our streamlining initiatives and included
employee severance for approximately 3,900
employees, enhanced pension benefits and other
employee costs. The restructuring programs
were completed in 2002. Other charges
primarily consisted of the write-down of Bell
Mobilitys wireless capital assets
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Bell Canada   6   2002 Annual Information Form



---



##### Table of Contents





| |  | the entering into by Bell Mobility and
Aliant Telecom Inc. (Aliant Telecom) of an
enhanced ten-year network reciprocity
agreement with Telus Mobility (a unit of Telus
Corporation (Telus)) which expanded access
to advanced digital voice and data services in
predominantly non-urban areas in Eastern and
Western Canada. In November 2002, this
non-urban network reciprocity agreement was
extended to provide reciprocal access to the
1X networks of each of Bell Mobility, Aliant
Telecom Wireless and Telus Mobility
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the launch by Bell Mobility of consumer service in
Western Canada                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| 
| |  | the launch, in conjunction with us, by La Confédération des caisses
populaires et déconomie Desjardins du Québec
and Connexim, Limited Partnership (Connexim)
of a strategic telecommunications alliance                                                                                                                                                                                                                                                                                                                       
| 
| |  | the successful bid by Bell Mobility to obtain
20 new PCS spectrum licenses in Industry Canadas auction
for a total investment of approximately $720
million. These new licenses enabled Bell
Mobility to launch its Western network in
British Columbia and Alberta and to augment
its spectrum holdings in congested urban areas
such as Toronto and Montreal. Bell Mobilitys
BWA partners Aliant Telecom, MTS Mobility and
SaskTel Mobility also acquired additional PCS
spectrum in the auction                              
| 
| |  | the creation by us and Amdocs Limited, a company specializing in
customer care and billing solutions, of a new
company, Certen Inc.
(Certen), in which we hold a majority
interest. Certens initial focus has been on
the deployment of an integrated billing
platform for all of our services including
local, long distance, wireless, broadband and
Internet services. We intend to roll out
One-Bill over the course of 2003 in a
phased-in approach                                                                     
| 
| |  | the creation by BCE Inc., The Thomson Corporation and The Woodbridge
Company Limited of the Canadian multi-media
company, Bell Globemedia. As part of this
transaction, we sold our 71% interest in
Sympatico to BCE Inc. for total proceeds of
$425 million which resulted in a gain of $373
million.                                                                                                                                                                                                                            



|2.2.3 |  | 2000
|----- |  | ----

During the course of 2000, the following
events have influenced the general development
of our business:



| |  | the announcement of a $1.5
billion investment over three years to rapidly
expand and enhance our high-speed Internet
availability for our residential and business
customers in order to be able to provide
digital subscriber line (DSL) service to
over 85% of our residential and business
customers
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the award by the Government of
Alberta of a $300 million contract to a
consortium of global and provincial technology
companies, headed by Bell Intrigna Inc. and
including Bell Nexxia to build and implement a
high-speed, broadband Internet network. The
contract is now headed by Bell West.        






|2.3 |  | OUR OBJECTIVES AND STRATEGY
|--- |  | ---------------------------

Our governing objective is to achieve balanced
performance that will lead to profitable
growth, positive free cash flowand improving
returns.

The successful achievement of our
governing objective is dependent on achieving
three key strategic objectives: Simplicity,
Efficiencyand Financial Discipline.

Our customers want simplicity. Our
research demonstrates that they want products
and services that are easy to use and
understand and they want dealing with us to be
easy. To do this, we must continue to simplify
our processes, reduce bureaucracy and improve
the effectiveness of our sales and
distribution channels. In addition to
simplicity, we need to continue gaining better
insight into the needs of each of our customer
segments. By better understanding our
customers needs, we will be able to provide
them with compelling value propositions.

As part of our strategy, we are shifting
our focus to further position our key customer
segments at the center of our business. We
continue to develop a better understanding of
the needs of each of our customer segments:
consumers, small and medium enterprises
(SMEs), and large enterprises.

Efficiency has become an integral part of
the way we do business. We generated
productivity gains of more than $950 million
over the past two years and are targeting more
than $600 million in further efficiency gains
in 2003. We have substantially reduced our
capital expenditures while growing our
customer connections. But increased efficiency
cannot come at the expense of service. Service
is the cornerstone of our brand, and we are
committed to improving customer service as we
continue to focus on efficiency.

Financial discipline demands decisive
action to ensure long-term financial success.
We will continue to manage our company with a
view to providing consistent, solid returns
while strengthening our balance sheet and
generating free cash flow.




ITEM 3  BUSINESS






|3.1 |  | OVERVIEW
|--- |  | --------

We are Canadas leading provider of wireline
and wireless communications services, Internet
access, data and other communications services
to residential and business customers through
our 21 million customer connections. Since
January 1, 2003 we are also a provider of DTH
satellite television services through Bell
ExpressVu and have started consolidating its
results of operations and those of Aliant.

At December 31, 2002, we(1):



| |  | served 11.6 million local telephone
service subscribers                   
|- |  | --------------------------------------------------------------------------
| 
| |  | served 3.4 million cellular and PCS customers                             
| 
| |  | served 586,000 paging customers                                           
| 
| |  | provided dial-up and high-speed Internet
access to 1.8 million subscribers
| 
| |  | provided 3.7 million digital equivalent access
lines(2).                  

At December 31, 2002, we operated
primarily as the incumbent telephone company
in:



| |  | Ontario and Québec, through Bell Canada, Télébec LP and Northern Telephone LP
|- |  | -----------------------------------------------------------------------------
| 
| |  | Canadas northern territories, through Northwestel Inc.                      

We also operated as a competitive local
exchange carrier (CLEC) in Alberta and
British Columbia, through Bell West.






|3.2 |  | PRODUCTS AND SERVICES
|--- |  | ---------------------

We offer a full array of communications
products and services to our residential and
business customers. This broad product
offering enables us



---

|(1) |  | Unless otherwise specified, the discussion in this Annual Information
Form excludes Aliant and Bell ExpressVu.
|--- |  | --------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Derived by converting lower
capacity data lines to the equivalent number of voice grade access lines.         

Bell Canada   7   2002 Annual Information Form



---



##### Table of Contents



to leverage our leading position in
our principal markets to cross sell value-added and new services to existing
customers. Our principal service area includes most of the two largest and most
populous Canadian provinces, Ontario and Québec.

There is some seasonality in certain of
our businesses. For example, our wireless
services revenues tend to be higher in the
fourth quarter due to increased consumer
spending during the holiday season.

Table 3.2 shows the revenue distribution
as a percentage of our operating revenues by
line of business for the last three years
ended December 31.



|3.2.1 |  | LOCAL AND ACCESS SERVICES
|----- |  | -------------------------

We operate an extensive local access network
that provides local telephone services to
business and residential customers. The 11.6
million local telephone lines, or network
access services (NAS), we provide for our
subscribers are key in establishing customer
relationships and are the foundation for the
other products and services we offer.

Local telephone service is the main
source of local and access revenues. Other
sources of local and access revenues include:



| |  | value-added services such as call display,
call waiting and voice mail                    
|- |  | ------------------------------------------------------------------------------------------
| 
| |  | services
provided to competitors accessing our local
network                              
| 
| |  | subsidies from the National
Contribution Fund to support local service in
high-cost areas.

Rates for local telephone and value-added
services in our incumbent territories are
subject to price cap regulation by the CRTC.

A summary of local and access services
revenues, the number of NAS and estimated
local market share is shown in Table 3.2.1.



|3.2.2 |  | LONG DISTANCE SERVICES
|----- |  | ----------------------

We supply long distance voice services to
business and residential customers. In
addition, we provide the originating and
terminating portion of long distance calls
from and to our local telephone service
customers for competing long distance
companies. We also receive settlement payments
from out-of-region carriers for completing
their customers long distance calls in our
territory.

Prices for long distance services have
been declining since this market was opened to
competition. The rate of decline, however, has
eased over the past several years. Price
decreases have generally led to increased
volume in conversation minutes.

A summary of long distance revenues and
other long distance statistics is shown in
Table 3.2.2.



|3.2.3 |  | WIRELESS SERVICES
|----- |  | -----------------

We offer a full range of wireless
communications services to business and
residential customers, including cellular, PCS
and paging. PCS customers can access our
Mobile Browser service to gain wireless access
to the Internet. We also provide value-added
services such as call
display and voicemail and roaming
services to other wireless service providers.

TABLE 3.2 COMMUNICATIONS SERVICES (REVENUE DISTRIBUTION)

|                                                                                 |  |      |     |      |  |      |     |  |  |  |     | 
|-------------------------------------------------------------------------------- |  | ---- | --- | ---- |  | ---- | --- |  |  |  | --- | 
|Revenue distribution as a % of operating revenues for the year ended December 31 |  | 2002 |     | 2001 |  | 2000
|                                                                                 |  |      |     |      |  |     
|Local and access                                                                 |  |      | 38  |      |  |      | 40  |  |  |  | 41  | 
|Long distance                                                                    |  |      | 16  |      |  |      | 16  |  |  |  | 19  | 
|Wireless                                                                         |  |      | 13  |      |  |      | 11  |  |  |  | 10  | 
|Data                                                                             |  |      | 24  |      |  |      | 23  |  |  |  | 19  | 
|Other (1)                                                                        |  |      | 9   |      |  |      | 10  |  |  |  | 11  | 
|                                                                                 |  |      |     |      |  |      |     |  |  |  |     | 
|                                                                                 |  |      | 100 |      |  |      | 100 |  |  |  | 100 | 
|                                                                                 |  |      |     |      |  |      |     |  |  |  |     | 



---

|(1) |  | Includes the revenues generated by our directories business prior to its sale on November 29, 2002.
|--- |  | ---------------------------------------------------------------------------------------------------

TABLE 3.2.1 LOCAL AND ACCESS SERVICES

|                                                      |                                  |      |        |       |   |      |        |       |   |  |        |       |  
|----------------------------------------------------- | -------------------------------- | ---- | ------ | ----- | - | ---- | ------ | ----- | - |  | ------ | ----- | -
|For the year ended December 31                        |                                  | 2002 |        | 2001  |   | 2000
|                                                      |                                  |      |        |       |   |     
|Local and access revenues (in $ millions)             |                                  |      | 5,532  |       |   |      | 5,731  |       |   |  | 5,450  |      
|Number of network access services (1) (in thousands)  |                                  |      |        |       |   |      |        |       |   |  |        |      
|                                                      | Residential                      |      |        | 7,647 |   |      |        | 7,695 |   |  |        | 7,693 |  
|                                                      | Business                         |      |        | 3,986 |   |      |        | 4,074 |   |  |        | 4,098 |  
|                                                      |                                  |      |        |       |   |      |        |       |   |  |        |      
|                                                      |                                  |      | 11,633 |       |   |      | 11,769 |       |   |  | 11,791 |      
|                                                      |                                  |      |        |       |   |      |        |       |   |  |        |      
|Estimated local market share (2) (Québec and Ontario) |                                  |      | 95.5   | %     |   |      | 96.4   | %     |   |  | 97.4   | %    
|                                                      | Residential (Québec and Ontario) |      |        | 97.9  | % |      |        | 99.3  | % |  |        | 99.6  | %
|                                                      | Business (Québec and Ontario)    |      |        | 91.3  | % |      |        | 91.9  | % |  |        | 93.5  | %



---

|(1) |  | Network access services represented, at December 31, the approximate number of lines in service.
|--- |  | ------------------------------------------------------------------------------------------------
|   
|(2) |  | The loss of business market share reflects facilities-based competition only.                   

TABLE 3.2.2 LONG DISTANCE SERVICES

|                                                                  |  |      |        |      |  |      |        |   |  |  |        |  
|----------------------------------------------------------------- |  | ---- | ------ | ---- |  | ---- | ------ | - |  |  | ------ | -
|For the year ended December 31                                    |  | 2002 |        | 2001 |  | 2000
|                                                                  |  |      |        |      |  |     
|Long distance revenues (in $ millions)                            |  |      | 2,266  |      |  |      | 2,328  |   |  |  | 2,474  |  
|Conversation minutes (in millions)                                |  |      | 15,368 |      |  |      | 14,704 |   |  |  | 14,601 |  
|Average long distance revenue per minute (in cents)               |  |      | 13     |      |  |      | 14     |   |  |  | 15     |  
|Estimated market share (% based on revenues) (Québec and Ontario) |  |      | 63     | %    |  |      | 63     | % |  |  | 63     | %
|Residential (Québec and Ontario)                                  |  |      | 71     | %    |  |      | 70     | % |  |  | 68     | %
|Business (Québec and Ontario)                                     |  |      | 52     | %    |  |      | 53     | % |  |  | 53     | %

Bell Canada   8   2002 Annual Information Form



---



##### Table of Contents



Customers can choose to pay for their
cellular and PCS services through a monthly
rate plan (post-paid) or in advance (prepaid).
Virtually all of the subscribers added in 2002
were on post-paid rate plans. At December 31,
2002, 73% of our subscribers were on post-paid
plans, up from 70% in 2001. This reflects our
continued focus on acquiring and retaining
higher value and more profitable customers.

Wireless communications services are
provided in-territory by the wireless division
of each of our incumbent telephone companies
with the exception of Bell Mobility, which
offers wireless services in Alberta and
British Columbia, in addition to its home
territory of Ontario and Québec. In 2002, Bell
Mobility completed the construction of its
network in Calgary, Edmonton and Vancouver.

In 2002, we were the first company to
launch a high-speed wireless network, which
allows customers to transmit data at speeds of
up to 86 Kbps, five times faster than what was
previously available. By the end of 2002, our
high-speed network covered:



| |  | centers in Ontario and Québec, representing 80% of the
population in those provinces
|- |  | ------------------------------------------------------------------------------------
| 
| |  | Calgary, Edmonton and Vancouver in Western Canada.                                  

A summary of our wireless services
revenues and other wireless services statistics
is shown in Table 3.2.3.



|3.2.4 |  | DATA SERVICES
|----- |  | -------------

Data services are a growth area for us in both
the residential and business customer
segments. We provide high-speed and dial-up
Internet access to residential customers in
our incumbent territories primarily through
the Bell Sympatico brand. High-speed Internet
access is driving growth in the residential
portion of this business. In
2002, we expanded our product line to offer
customers a choice of speeds and several
value-added services.

In 2002, the number of high-speed
Internet subscribers increased by 47% to reach
one million, reflecting customer preference
for higher speed alternatives to dial-up
Internet access. For the first time, the
number of high-speed Internet access
subscribers surpassed the number of dial-up
subscribers. The number of dial-up subscribers
declined to 766,000 from 825,000 in 2001.
Residential represents the largest segment of
high-speed Internet subscribers and comprises
840,000 customers.

We offer a full range of data services to
business customers, including local network
access, Internet access, frame relay,
asynchronous transfer
mode (ATM), Internet Protocol
(IP)/broadband and e-commerce services as well as sales of equipment. In
2002, we launched Bell Managed Network Solutions, a single source for the
delivery and management of end-to-end business communication services.

TABLE 3.2.3   WIRELESS SERVICES

|                                                                  |           |      |       |       |   |      |       |       |  |  |       |       | 
|----------------------------------------------------------------- | --------- | ---- | ----- | ----- | - | ---- | ----- | ----- |  |  | ----- | ----- | 
|For
the year ended December 31                                    |           | 2002 |       | 2001  |   | 2000
|                                                                  |           |      |       |       |   |     
|Wireless services revenues (in $ millions)                        |           |      | 1,880 |       |   |      | 1,589 |       |  |  | 1,299 |      
|Cellular
and PCS net activations (in thousands)                   |          
|                                                                  | Prepaid   |      |       | (3    | ) |      |       | 210   |  |  |       | 185   | 
|                                                                  | Post-paid |      |       | 389   |   |      |       | 391   |  |  |       | 318   | 
|                                                                  |           |      |       |       |   |      |       |       |  |  |       |      
|                                                                  |           |      | 386   |       |   |      | 601   |       |  |  | 503   |      
|                                                                  |           |      |       |       |   |      |       |       |  |  |       |      
|Cellular and PCS subscribers(1) (in thousands)                    |           |      |       |       |   |      |       |       |  |  |       |      
|                                                                  | Prepaid   |      |       | 901   |   |      |       | 904   |  |  |       | 694   | 
|                                                                  | Post-paid |      |       | 2,467 |   |      |       | 2,078 |  |  |       | 1,687 | 
|                                                                  |           |      |       |       |   |      |       |       |  |  |       |      
|                                                                  |           |      | 3,368 |       |   |      | 2,982 |       |  |  | 2,381 |      
|                                                                  |           |      |       |       |   |      |       |       |  |  |       |      
|Average revenue per unit (cellular and PCS) ($/month)             |           |      | 47    |       |   |      | 46    |       |  |  | 46    |      
|                                                                  | Prepaid   |      |       | 12    |   |      |       | 13    |  |  |       | 14    | 
|                                                                  | Post-paid |      |       | 61    |   |      |       | 61    |  |  |       | 60    | 
|Usage per subscriber (cellular and PCS) (minutes/month)           |           |      | 202   |       |   |      | 180   |       |  |  | 156   |      
|Churn rate(2) (cellular and PCS) (average per month)              |           |      | 1.5   | %     |   |      | 1.5   | %     |  |  | 1.5   | %    
|Paging
subscribers(1) (in thousands)                              |           |      | 586   |       |   |      | 657   |       |  |  | 693   |      
|Estimated market share (Québec and Ontario) (% based on revenues) |           |      | 47    | %     |   |      | 47    | %     |  |  | 46    | %    
|                                                                  |           |      |       |       |   |      |       |       |  |  |       |      



---

|(1) |  | At December 31.                                                              
|--- |  | -----------------------------------------------------------------------------
|   
|(2) |  | The rate at which existing subscribers cancel their services is called churn.

TABLE 3.2.4   DATA SERVICES

|                                                                      |                    |      |       |       |  |      |       |     |  |  |       |     | 
|--------------------------------------------------------------------- | ------------------ | ---- | ----- | ----- |  | ---- | ----- | --- |  |  | ----- | --- | 
|For
the year ended December 31                                        |                    | 2002 |       | 2001  |  | 2000
|                                                                      |                    |      |       |       |  |     
|Data revenues (in $ millions)                                         |                    |      | 3,494 |       |  |      | 3,182 |     |  |  | 2,502 |    
|Internet subscribers (in thousands)                                   |                    |      |       |       |  |      |       |     |  |  |       |    
|                                                                      | DSL high-speed (1) |      |       | 1,014 |  |      |       | 689 |  |  |       | 300 | 
|                                                                      | Dial-up (2)        |      |       | 766   |  |      |       | 825 |  |  |       | 671 | 
|                                                                      |                    |      |       |       |  |      |       |     |  |  |       |    
|                                                                      |                    |      | 1,780 |       |  |      | 1,514 |     |  |  | 971   |    
|                                                                      |                    |      |       |       |  |      |       |     |  |  |       |    
|Digital equivalent access lines (3) (in thousands) (Bell Canada only) |                    |      | 3,683 |       |  |      | 3,713 |     |  |  | n/a   |    
|Estimated market share (Québec and Ontario) (4)                       |                    |      | 42.2  | %     |  |      | 41.7  | %   |  |  | 33.5  | %  
|                                                                      |                    |      |       |       |  |      |       |     |  |  |       |    



---

|(1) |  | High-speed Internet subscribers include consumer, business and wholesale subscribers, at December 31.                                                                     
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Dial-up subscribers include consumer and business subscribers, at December 31.                                                                                            
|   
|(3) |  | Digital equivalent access lines are derived by converting lower capacity data lines (DS-3 and lower) to the equivalent number of voice grade
access lines, at December 31.
|   
|(4) |  | High-speed consumer Internet market share.                                                                                                                                

Bell Canada   9   2002 Annual Information Form



---



##### Table of Contents



Data services for business customers are
provided in-territory by our incumbent
telephone companies and by Bell West in
Western Canada.

A summary of data revenues, Internet
subscribers and other data services statistics
is shown in Table 3.2.4.



|3.2.5 |  | DTH SATELLITE TELEVISION SERVICES
|----- |  | ---------------------------------

Since January 1, 2003, we consolidate the
results of Bell ExpressVu and therefore have
DTH satellite television revenue. DTH
satellite television services have rapidly
become a major competitor to cable television.
Bell ExpressVu has been delivering digital
services on a national basis directly to
Canadian homes and businesses since 1997. It
is Canadas largest licensed DTH satellite
television distributor of digital programming
offering more than 300 digital television and
CD-quality audio channels as well as more than
50 pay-per-view channels.

Bell ExpressVu uses two satellites in
orbit (owned by Telesat Canada (Telesat), a
subsidiary of BCE Inc.), Nimiq 1 and Nimiq 2.
Nimiq 2 was successfully launched on December
29, 2002, although it has since experienced a
malfunction affecting its available power.
This malfunction is still being investigated.
Notwithstanding the malfunction, the
additional satellite capacity will allow Bell
ExpressVu to offer additional programming in
2003.

Signal piracy is a major issue facing all
segments of the Canadian broadcasting
industry. Bell ExpressVu has undertaken a
number of actions to combat signal piracy,
including taking legal action, implementing
electronic counter-measures targeted at
illegal devices, and leading public awareness
campaigns. See item 3.11  Risk Factors  Bell
ExpressVu for more details.



|3.2.6 |  | OTHER PRODUCTS AND SERVICES
|----- |  | ---------------------------

This category includes revenues from a number
of other sources including:



| |  | renting, selling and maintaining business terminal equipment                                                                                                 
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | print directories advertising until November
2002. In November 2002, we sold our
directories business. We will no longer be
generating this type of revenue.

A summary of our other products and
services revenues is shown in Table 3.2.6.






|3.3 |  | MARKETING AND DISTRIBUTION CHANNELS
|--- |  | -----------------------------------

Our distribution channels are focused on
residential, SME and large enterprise
customers. These channels include call centers
staffed by approximately 6,000
representatives, approximately 255 Bell
World/Espace Bell stores (approximately 95
owned by us and approximately 160 owned by
dealers/franchisees), approximately 1,200
direct sales representatives and the bell.ca
website. Dedicated to the large enterprise
market and as Canadas largest IP/broadband
company, Bell
Nexxia bundles products and services into
fully managed, end-to-end, eBusiness
solutions.

We utilize these distribution assets to
deliver full service capabilities to our
customers and continue our evolution from a
product-centric company (selling one product
at a time) to becoming a customer-centric
company driving revenue per customer. The call
centers and retail outlets have already
evolved to provide the full breadth of our
products. A recommendation engine was rolled
out to all residential call center agents in
the fourth quarter of 2002 to enable these
agents to sell the full suite of our products
and services.

This cross distribution
capability differentiates us from our
competitors who do not have our large wireline
customer base.

Residential customer offers continue to
focus on cross selling our suite of products
and services including:



| |  | Internet access          
|- |  | -------------------------
| 
| |  | cellular and PCS         
| 
| |  | DTH satellite television.

Cross selling provides value for the
customer thereby increasing spending with us
and enabling us to simplify our product
offering and allowing us to compete
aggressively with our key competitors. Our
ability to cross sell enhances revenues,
reduces churn and improves productivity.






|3.4 |  | NETWORKS
|--- |  | --------

Our networks provide a wide-ranging,
integrated platform of voice, data, wireline
and wireless services for residential and
business customers from coast to coast and
into certain limited areas of the United
States.

Our infrastructure includes:



| |  | national transport for voice and data
(including Internet traffic)                                
|- |  | --------------------------------------------------------------------------------------------------
| 
| |  | urban and rural
infrastructures for the delivery of services to
residential and business customers
| 
| |  | national wireless providing voice and data                                                        
| 
| |  | satellite delivery for video services to the residential
market.                                  

Consisting of over 10,000 route miles of
optical fibre, the national voice and data
infrastructure, configured as multiple rings
for redundancy and fault protection, reaches
all major metropolitan centres and many
smaller metropolitan centres in Canada as well
as New York, Chicago, and Seattle at speeds of
10 Gigabits per second.

In addition, our metropolitan networks in
major Canadian cities provide state of the art
high-speed access at Gigabit speeds based on
IP technology while continuing to be the
premier provider for traditional voice and
data services. The national data network has
over 750 Gigabits per second of capacity and
transports over 150 Gigabits per second of
Internet traffic to Canadian customers daily.

In total, our wireless infrastructure
provided coverage to 73% of the Canadian
population as at December 31, 2002. We
recently deployed state of the art 1xRTT
technology through our wireless network to
deliver among the fastest wireless data speeds
on the market and enabling leading edge
wireless data applications.

TABLE 3.2.6   OTHER PRODUCTS AND SERVICES

|                               |  |      |       |      |  |      |       |  |  |  |       | 
|------------------------------ |  | ---- | ----- | ---- |  | ---- | ----- |  |  |  | ----- | 
|For the year ended
December 31 |  | 2002 |       | 2001 |  | 2000
|                               |  |      |       |      |  |     
|Other revenues (in $ millions) |  |      | 1,231 | (1)  |  |      | 1,435 |  |  |  | 1,505 | 
|                               |  |      |       |      |  |      |       |  |  |  |      



---

|(1) |  | Includes the revenues generated by our directories business prior to its sale on November 29, 2002.
|--- |  | ---------------------------------------------------------------------------------------------------

Bell Canada   10   2002 Annual Information Form



---



##### Table of Contents



To reach our high value business
customers, we have placed over 200,000 fiber
strand miles in most cities in Ontario Québec
and the Atlantic Provinces, as well as in
Vancouver, Edmonton, and Calgary. These
infrastructures also provide for the transport
of Internet traffic to and from high-speed
customers.

We have an extensive copper
infrastructure, and a voice switching
infrastructure to provide local and
inter-exchange voice services to all business
and residential customers in Ontario and
Québec.






|3.5 |  | CAPITAL EXPENDITURES
|--- |  | --------------------

We have made significant capital investments
over the past few years, including:



| |  | acquiring and completing a national broadband IP network              
|- |  | ----------------------------------------------------------------------
| 
| |  | building a next-generation wireless network
and expanding PCS coverage
| 
| |  | acquiring regional spectrum licenses                                  
| 
| |  | expanding high-speed Internet coverage in our service territories     
| 
| |  | expanding into Western Canada                                         
| 
| |  | enhancing our billing system capabilities.                            

These investments have allowed us to
build a set of platforms that position us for
future growth, reduced capital intensity and
improved free cash flow.

We continue to make investments to expand
our networks to meet customer demand and for
replacement purposes.

Having much of the significant capital
expenditures relating to the build-out of our
growth infrastructures behind us, we were able
to reduce our capital expenditures by 29% in
2002 compared to 2001. This reduction in
capital spending lowered our capital intensity
ratio to 20.3% in 2002 from 28.7% in 2001.

Our consolidated capital expenditures and
as a percentage of revenues for the past three
years are shown in Table 3.5.






|3.6 |  | COMPETITION
|--- |  | -----------

With the advent of competition in the local
service market in 1998, virtually all markets
in which we carry on business are competitive.
For more information on our market shares in
our respective markets, see item 3.2 
Products and Services.



|3.6.1 |  | LOCAL AND ACCESS
|----- |  | ----------------

Our main competitors in local and access services include:



| |  | Call-Net Enterprises Inc.
(Sprint Canada)
|- |  | -------------------------------------------
| 
| |  | Telus                                      
| 
| |  | AT&T Canada                                
| 
| |  | LondonConnect Inc.                         
| 
| |  | Futureway Communications Inc.              

Our prices for basic access services are
subject to price cap regulation. See item 3.7  Regulation.



|3.6.2 |  | LONG DISTANCE
|----- |  | -------------

Our major long distance competitors include:



| |  | Sprint Canada                                   
|- |  | ------------------------------------------------
| 
| |  | Primus Telecommunications Canada Inc. (Primus)
| 
| |  | AT&T Canada                                     
| 
| |  | Telus.                                          

Competition in the long distance market
has been largely based on price leading to
discount structures in the large business
markets as well as from flat rate pricing in
the residential and small business markets.
The rate of decreases in prices over the past
several years has lessened.



|3.6.3 |  | WIRELESS
|----- |  | --------

The Canadian wireless telecommunications
industry is highly competitive. Bell Mobility
competes for cellular and PCS customers,
dealers and retail distribution outlets
directly with:



| |  | Rogers Wireless Communications Inc.      
|- |  | -----------------------------------------
| 
| |  | Telus Mobility (a business unit of Telus)
| 
| |  | Microcell Telecommunications Inc.        

Competition for subscribers is primarily
based on the price, services and enhancements
offered, the technical quality of the cellular
and PCS system, customer service,
distribution, coverage and capacity.
Competition from the development of new
products and services has heightened market
awareness for wireless telecommunications
services.



|3.6.4 |  | DATA
|----- |  | ----

In the very competitive high-speed Internet
access services market, we compete with large
cable television companies such as:



| |  | Le Groupe Vidéotron Ltée
|- |  | ------------------------
| 
| |  | Rogers Cable Inc.       
| 
| |  | Cogeco Cable Inc.       

On the dial-up side, we compete with
America Online, Inc., Primus and over 800
independent Internet service providers.

Nationally, our most significant
competitors in the business data services
market are:



| |  | AT&T Canada             
|- |  | ------------------------
| 
| |  | Telus                   
| 
| |  | Sprint Canada           
| 
| |  | LondonConnect Inc.      
| 
| |  | IBM                     
| 
| |  | Electronic Data Systems.

The data market has been open to
competition the longest and Bell Canada is
under extreme competitive pressures.






|3.7 |  | REGULATION
|--- |  | ----------

Bell Canada is, as well as Aliant Telecom and
several Bell Canada direct and indirect
subsidiaries and associated companies,
including Bell Mobility and Bell ExpressVu,
subject to the jurisdiction of the CRTC, an
agency of the Government of Canada responsible
for regulating Canadas broadcasting and
telecommunications systems. Several laws of
specific application also govern the business
of Bell Canada,
Bell Mobility and MT&T Mobility Inc. (MTT
Mobility), a subsidiary of Aliant Telecom.

TABLE
3.5      CAPITAL EXPENDITURES

|                                     |  |      |       |      |  |      |       |   |  |  |       |  
|------------------------------------ |  | ---- | ----- | ---- |  | ---- | ----- | - |  |  | ----- | -
|For the year ended
December 31       |  | 2002 |       | 2001 |  | 2000
|                                     |  |      |       |      |  |     
|Capital expenditures (in $ millions) |  |      | 2,927 |      |  |      | 4,099 |   |  |  | 2,852 |  
|Capital intensity (% of revenues)    |  |      | 20.3  | %    |  |      | 28.7  | % |  |  | 21.6  | %
|                                     |  |      |       |      |  |      |       |   |  |  |      

Bell Canada   11   2002 Annual Information Form



---



##### Table of Contents



Bell ExpressVus DTH Distribution
Undertaking license will be expiring on August
31, 2003. Bell ExpressVu has provided the CRTC
with certain preliminary information to assist
the CRTC in its preparation of the public
phase of the renewal process. At this time, we
know of no reason why this license would not
be renewed.

The CRTC does not regulate the rates
charged for wireless services and Bell
ExpressVus DTH satellite television services.



|3.7.1 |  | BELL CANADA ACT
|----- |  | ---------------

In addition to the Canada Business
Corporations Act, Bell Canada is also subject
to the provisions of the Bell Canada Actwhich
imposes an obligation to provide service which
is limited by the Bell Canada Actto those
territories within which a general telephone
service is provided. This legal obligation is
further limited to premises which are located
within a prescribed distance from Bell
Canadas existing network facilities. Bell Canada provides a
general telephone service to specific areas or
regions within Ontario and Québec which
encompasses the vast majority of telephone
customers in the two provinces.

The Bell Canada Actalso provides for
prior approval by the CRTC of any sale or
other disposal of Bell Canada voting shares
held by BCE Inc., except if such sale or
disposal would result in BCE Inc. retaining
not less than 80% of our issued and
outstanding shares.



|3.7.2 |  | TELECOMMUNICATIONS ACT
|----- |  | ----------------------

The Telecommunications Act, governing
telecommunications in Canada, applies to
several of the Bell Canada segments companies
and partnerships, including Bell Canada, Bell
Mobility, Bell Nexxia, Northern Telephone LP,
Northwestel Inc., Télébec LP and Aliant
Telecom and its affiliates. The
Telecommunications Actdefines the broad
objectives of the Canadian telecommunications
policy and empowers the government to issue to
the CRTC directions of general application
with respect to any of these objectives. Under
the Telecommunications Act,unless subject to
an order of exemption or forbearance, all
telecommunications common carriers, including
the companies referred to above, are required
to seek regulatory approval for all proposed
tariffs for telecommunications services.
However, under the Telecommunications Act,the
CRTC has the power to forbear from regulating,
in whole or in part, particular services or
classes of service where the CRTC finds as a
question of fact that competition is
sufficient to protect the interests of users.
The CRTC may also exempt an entire class of
carriers from regulation under the
Telecommunications Act,where the CRTC finds
that exemption of the class of carriers is
consistent with the objectives of the Canadian
telecommunications policy.

The Telecommunications Actalso
stipulates that for a company such as Bell
Canada, Aliant Telecom or Bell Mobility to
operate as a telecommunications common
carrier, it must be eligible to operate as a
Canadian carrier and must be a Canadian owned
and controlled corporation, and must not
otherwise be controlled by non-Canadians.
Specifically, a Canadian carrier, such as Bell
Canada, is required to meet a minimum level of
direct Canadian ownership of 80% and a minimum
level of indirect Canadian ownership, such as
at the BCE Inc. level, of 66 2/3%. In addition,
the Telecommunications Actprovides that not
less than 80% of the members of the board of
directors of a Canadian carrier must be
Canadian.

In November 2002, Industry Canada issued
a discussion paper designed to seek views as
to whether the current foreign investment
restrictions included in the
Telecommunications Actshould be modified. See
item 2.2.1  Recent Developments  Significant
Regulatory Developments  Review of Foreign
Ownership Rules.



|3.7.3 |  | BROADCASTING ACT
|----- |  | ----------------

In 1991, the Government of Canada amended the
Broadcasting Actin recognition of the need to
modernize and consolidate existing
legislation. Key policy objectives of the
Broadcasting Actinclude the safeguarding and
strengthening of the cultural, political,
social and economic fabric of Canada as well
as encouraging the development of Canadian
expression. The Broadcasting Actassigns the
regulation and supervision of the broadcasting
system to the CRTC. Most broadcasting
activities require a broadcasting license from
the CRTC. For a corporation to obtain a
broadcasting or broadcasting distribution
license, it must also be a Canadian owned and
controlled corporation. Four of Bell Canadas
partnerships, subsidiaries or associated
companies  Bell ExpressVu, Aliant Telecom,
Northwestel Inc. and Télébec LP  have
broadcasting distribution licenses that permit
them to offer broadcast distribution services
in defined areas within Nova Scotia, New
Brunswick, Québec, Ontario, the Northwest
Territories and Nunavut and nationally in the
case of Bell ExpressVu.

In
November 2002, the House of Commons
Standing Committee on Canadian Heritage began
public hearings to consider the state of the
Canadian broadcasting system. The scope of the
review includes the Broadcasting Actand the
role of the CRTC as well as issues such
as media ownership, Canadian content and
broadcasting policy. The study is expected to
be completed in the Spring of 2003. See item
2.2.1 Recent Developments  Significant
Regulatory Developments  Review of Foreign
Ownership Rules.



|3.7.4 |  | RADIOCOMMUNICATION ACT
|----- |  | ----------------------

The use of radio spectrum by Bell Canada, Bell
Mobility, Aliant Telecom, MTT Mobility and
other wireless service providers is subject to
regulation and licensing by Industry Canada
pursuant to the Radiocommunication Act. The
Minister of Industry has the discretion to
issue radio licenses, establish technical
standards in relation to radio equipment and
plan the allocation and use of the radio
spectrum. The Radiocommunication Actprovides
the legislative authority to perform a number
of functions with a view to ensuring the
orderly development and efficient operation of
radiocommunication in Canada and the orderly
establishment and modification of radio
stations.

Pursuant to the Radiocommunication
Regulations, persons who are eligible to be
issued radio licenses, such as Bell Canada,
Bell Mobility and Aliant Telecom, must comply
with the same foreign ownership restrictions as
are applicable to Canadian carriers under the
Telecommunications Act.

Bell Mobilitys cellular license and
initial 1.9 GHz band PCS license (1995 PCS
License) to provide service in Ontario and
Québec expire on March 31, 2006 and Aliant
Telecoms/MTT Mobilitys cellular license and
1995 PCS License to provide service in the
Atlantic Provinces expire on March 31, 2006.
The 20 additional PCS licenses (2001 PCS
Licenses)

Bell Canada   12   2002 Annual Information Form



---



##### Table of Contents



acquired for $720 million by Bell
Mobility (including 20 MHz in Southern Ontario), Aliant, MTS and SaskTel in
February 2001 expire on November 29, 2011. At this time, we know of no reason
why these licenses would not be renewed as they expire.

The primary terms and conditions
attaching to the 2001 PCS Licenses include:



| |  | divisibility and transferability rights
enabling wireless carriers to dispose of or
acquire additional (auctioned) spectrum in the
secondary market subject to spectrum cap
limits and ownership compliance
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | a requirement to invest an amount equivalent to
2% of adjusted gross revenues in
telecommunications-related research and
development                                                                       
| 
| |  | a requirement to notify the
Minister of Industry prior to any material
change in ownership or control in fact.                                                                                             

The terms and conditions attaching to the
cellular licenses and 1995 PCS Licenses
include:



| |  | a requirement to notify the
Minister of Industry prior to any material
change in ownership or control in fact
(cellular licenses)
|- |  | ---------------------------------------------------------------------------------------------------------------------------------
| 
| |  | an obligation to invest
a defined percentage of revenues in research
and development                                             
| 
| |  | requirements relating to the
resale of PCS and cellular services and
facilities to other 1995 PCS Licensees.                     

INDUSTRY CANADA LICENSING AND FEES CONSULTATION

In December 2002, Industry Canada initiated a
public consultation to harmonize the licensing
and fee regime of the cellular licenses and
1995 PCS Licenses with those of the 2001 PCS
Licenses commencing in April 2004.

The consultation proposes moving to
10-year license terms with divisibility and
transferability rights applied to the cellular
licenses and 1995 PCS Licenses.

The consultation also proposes to change
the fee regime from radio or apparatus based
to one of spectrum licenses calculated on rate
per MHz of spectrum in a given geographic
area.

INDUSTRY CANADA NATIONAL TOWERS CONSULTATION

In October 2001, the Minister of Industry
announced his intention to initiate a national
review of Industry Canadas procedures
surrounding the approval and placement of
wireless and radio towers throughout Canada.
Coincident with the announcement, Industry
Canada issued a closed request for proposals
to select a qualified candidate to act as an
independent chairperson of the national
review.

A chairperson to lead the review has been
appointed. The BWA, chaired by Bell Mobility
will be managing the consultation process
and will coordinate a BWA response. It is
expected that the consultation process will be
fast tracked.

Increased involvement of municipalities
in the site approval process could affect the
deployment of cellular and PCS towers
throughout Canada.



|3.7.5 |  | LAWFUL ACCESS CONSULTATION
|----- |  | --------------------------

In August 2002, the Federal Government
launched a consultation to consider the access
by law enforcement agencies to information and
communications, including wireless
communications. The Governments proposals,
which are not precisely defined within the
consultation, could require telecommunications
service providers, including wireline and
wireless carriers and Internet service
providers, to invest significant capital and
incur significant ongoing expenses to comply
with the proposed requirements. It is expected
that legislation will be introduced in 2003.



|3.7.6 |  | SIGNIFICANT REGUL ATORY DECISIONS
|----- |  | ---------------------------------

2002

CRTC DECISION ON INCUMBENT AFFILIATES

On December 12, 2002, the CRTC issued Telecom
Decision 2002-76 Regulatory safeguards with
respect to incumbent affiliates, bundling by
Bell Canada and related matters. This
decision makes several important changes to
the regulatory regime which affects us. See
item 2.2.1 Recent Developments  Significant
Regulatory Developments  CRTC Decision on
Incumbent Affiliates.

LOCAL CALLING AREA RULES

On September 12, 2002, the CRTC issued
Decision 2002-56 regarding the framework to be
used for the expansion of Local Calling Areas
(LCAs). In this decision, the CRTC noted
that subscribers who benefit from expanded
LCAs should bear the cost to recover foregone
toll revenues of the ILECs and CLECs through a
temporary surcharge on their local rates.
Incremental costs, if significant, would be
recovered from the deferral account. In
addition, a plebiscite has to be held, at the
expense of the municipality, to determine
public support for expanded LCAs, where
residential subscriber individual line rate,
including the temporary surcharge exceeds $1
per month.

SECOND PRICE CAP REGIME

On May 30, 2002, the CRTC issued Telecom
Decision 2002-34, making a number of changes
to the price cap regime. The new rules, which
are applicable for a four-year period
beginning June 1, 2002, govern the rates for
regulated services charged to residential and
business customers, as well as to competitors,
by the major ILECs such as Bell Canada, Aliant
Telecom, MTS, Telus and SaskTel. See item
2.2.1  Recent Developments  Significant
Regulatory Developments  Second Price Cap
Decision.

Other

CONTRIBUTION REGIME

On November 30, 2000, the CRTC issued Telecom
Decision 2000-745, changing the contribution
regime for local service subsidies from a
company specific long-distance per minute
charge to a nationally averaged surcharge of
4.5% on Canadian telecommunications revenues.
This change became effective on January 1,
2001. On December 14, 2001, the CRTC issued
Order 2001-876, which established the charge
for the national subsidy program, on an
interim basis, at 1.4% of eligible
telecommunications revenues for 2002. The rate
for 2003 is 1.3%.

In September 2001, Telus filed an
application asking the CRTC to revisit several
of the assumptions underlying the calculations
of the subsidy payment and to adjust the
payments for 2002 to take the changes into
account. On October 25, 2002, the CRTC denied
Telus application in Decision 2002-67. On
January 22, 2003, Telus petitioned the
Governor in Council to overturn certain
findings in Decision 2002-67. Specifically,
Telus requested that the CRTC be directed to
recognize service costs which are higher than
those currently used to determine subsidies

Bell Canada   13   2002 Annual Information Form



---



##### Table of Contents



and rates for lines provided to
competitors. Telus also asked that the CRTC be directed to undertake a
proceeding to determine how the telephone companies should be compensated for
the difference between the costs Telus wishes to be recognized and the costs
currently used by the CRTC. If Telus is
successful, the impact on us will depend on the outcome of the follow-up
proceeding requested by Telus. Any follow-up proceeding would not conclude
until some time in 2004. The Governor in Council has until the end of October
2003 to decide whether or not to act on the Telus petition.

ACCESS TO MUNICIPAL PROPERTY

On January 25, 2001, the CRTC issued Telecom
Decision 2001-23 regarding the terms and
conditions of access by a Canadian carrier to
municipal property in the City of Vancouver,
as well as the entitlement of the municipality
to compensation for allowing the carrier to
occupy municipal rights-of-way. In that
decision, the CRTC, among other things,
limited the fees that the municipality might
otherwise charge to a recovery of incremental
costs. The Federation of Canadian
Municipalities (FCM) and other
municipalities appealed to the Federal Court
of Appeal contending that the CRTC had
overstepped its authority. On December 17,
2002, the Federal Court dismissed the appeal
and confirmed that the Telecommunications Act
provides Canadian carriers with a qualified
right to access municipal property for the
purpose of installing transmission lines. The
FCM has since indicated its intention to
appeal the decision to the Supreme Court of
Canada.

FORBEARANCE

On May 17, 1999, the CRTC announced that it
would not regulate new media services on the
Internet and more particularly that new media
services within the purview of the
Broadcasting Actwould not require a
broadcasting license. The CRTC concluded that
new media on the Internet are achieving the
goals of the Broadcasting Actand that any
attempt to regulate new media might put the
Canadian industry at a competitive
disadvantage in the global market place.

In Telecom Order 2000-553, issued June
16, 2000, the CRTC forbore from regulation
wide area network (WAN) services, on the
basis that competitors can obtain, at
non-discriminatory rates, terms and
conditions, access and transport facilities
they require to compete in the provision of
WAN services.

In Telecom Decision 2001-534, issued
August 31, 2001, the CRTC refrained from
regulating certain services provided by the
ILECs outside of their traditional operating
territory. The CRTC concluded that the
provision of such services should be subject
to the same degree of forbearance as set out
in Decision 95-19 for non-dominant carriers.

In Telecom Decision 2002-4, issued
January 24, 2002, the CRTC granted forbearance
for the provisioning of international private
line services, while retaining the
international licensing conditions established
by Telecom Decision CRTC 98-17.

In addition, the CRTC decided to forbear
from regulating rates charged for wireless and
DTH satellite television services on the
grounds that there was sufficient competition
to protect the interest of users.






|3.8 |  | ENVIRONMENT
|--- |  | -----------

We monitor our operations to ensure our
compliance with applicable environmental
requirements and standards and implement
preventative and remedial action as required.
We have put in place an environmental
management and review system which identifies
potential environmental problems or
opportunities, establishes a course of action
and ensures ongoing improvement through a
feedback process.

One of the key management and review
system tools is the Corporate Environmental
Plan which essentially details the
environmental activities undertaken by our
various business units. The plan identifies
funding requirements, accountabilities and
deliverables, and allows for the follow-up of
our progress in meeting our objectives
supporting our policy.

For the year ended December 31, 2002, a
total amount of $13 million (79% which were
expenses and 21% which were capital
expenditures) has been spent on environmental
activities. For 2003, we have budgeted a total
amount of $14.3 million (79 % which are
expenses and 21% which are capital
expenditures) to ensure the proper application
of our environmental policy and the
minimization of our various environmental
risks.

We are one of the founding members of the
North American Communications Environmental
Excellence Initiative which led, in 1999, to
the finalization and signing of a charter
aimed at guiding the telecommunications
industry in the management of its
environmental issues. A second important
milestone of this initiative was reached in
2001, when ten leading North American
telecommunications companies, including Bell
Canada, jointly produced an industry report
which provided objective guidelines for
measuring the industrys effect on the
environment. This is a significant step
forward in determining how telecommunications
technologies can help contribute to the
development of meaningful solutions to the
many global challenges.






|3.9 |  | EMPLOYEES
|--- |  | ---------

The number of employees in our group is shown in Table 3.9.

A significant portion of our employees are
unionized and covered by a collective
agreement. Among the various collective
agreements that are governing our employment
relationships with our employees, the following
will expire in 2003 (or have already expired):



| |  | the collective agreements between Bell Canada
and the CEP representing approximately 400
operator services employees and approximately 7,000 craft and
services employees expire at the end of November 2003
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

TABLE 3.9 EMPLOYEES

|                  |  |      |        |      |  |      |        |  |  |  |        | 
|----------------- |  | ---- | ------ | ---- |  | ---- | ------ |  |  |  | ------ | 
|As of December 31 |  | 2002 |        | 2001 |  | 2000
|                  |  |      |        |      |  |     
|Bell Canada       |  |      | 30,156 |      |  |      | 30,523 |  |  |  | 31,842 | 
|Bell Mobility     |  |      | 3,317  |      |  |      | 2,798  |  |  |  | 2,394  | 
|Bell Nexxia       |  |      | 1,297  |      |  |      | 1,526  |  |  |  | 1,748  | 
|Other             |  |      | 7,959  |      |  |      | 8,877  |  |  |  | 9,089  | 
|                  |  |      |        |      |  |      |        |  |  |  |        | 
|                  |  |      | 42,729 |      |  |      | 43,724 |  |  |  | 45,073 | 
|Aliant            |  |      | 10,089 |      |  |      | n/a    |  |  |  | n/a    | 
|Bell ExpressVu    |  |      | 1,440  |      |  |      | n/a    |  |  |  | n/a    | 
|                  |  |      |        |      |  |      |        |  |  |  |        | 
|Total             |  |      | 54,258 |      |  |      | 43,724 |  |  |  | 45,073 | 
|                  |  |      |        |      |  |      |        |  |  |  |        | 



---

| |  | n/a: Not applicable.
| |  | --------------------

Bell Canada   14   2002 Annual Information Form



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##### Table of Contents





|  |  |                                                                                                                                                                                                                      
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the collective agreement between Bell Canada and the CTEA representing approximately 1,100
communications sales employees expires on December 31, 2003                                                               
| 
| |  | several collective agreements between certain of our other companies (including Aliant,
Expertech Network Installation Inc. and Connexim) and their respective
employees, representing approximately 6,400 employees.
| 
|  |  | Also noteworthy is:                                                                                                                                                                                                  
| 
| |  | the collective agreement between Bell Canada
and approximately 12,500 clerical and
associated employees represented by the CTEA
that expired on May 31, 2002 was renewed on
June 17, 2002 until May 31, 2005.        






|3.10   |  | LEGAL PROCEEDINGS
|------ |  | -----------------
|      
|3.10.1 |  | IRIDIUM LAWSUIT  



Iridium LLC (Iridium) developed a global
wireless system designed to enable customers
to send and receive telephone calls virtually
anywhere in the world. Iridium has initiated
proceedings under Chapter 11 of the United
States Bankruptcy Codewhich are ongoing.
Iridium Canada Inc. (Iridium Canada), a
wholly-owned subsidiary of Bell Mobility, is a
shareholder of Iridium. A group of banks and
financial institutions led by the Chase
Manhattan Bank are creditors in the bankruptcy
proceedings and have asserted claims in
connection with a US$800 million syndicated
loan to an Iridium subsidiary. In June 2000,
the Chase Manhattan Bank on behalf of itself
and this group (the Plaintiffs), instituted
an action in the United States District Court,
District of Delaware, against 16 shareholders
of Iridium, including Iridium Canada, alleging
failure to make capital contributions. The
amount of the claim against Iridium Canada was
US$10 million and Iridium Canada has filed an
answer to the claim. The Plaintiffs have
amended their action against a number of
shareholders of Iridium, including Iridium
Canada, alleging fraudulent and negligent
misrepresentation and claiming that each are
jointly and severally liable for US$800
million.

In January 2002, the Plaintiffs moved for
summary judgment of liability against all
defendants on their claim relating to failure
to make capital contributions which includes
the US$10 million claim against Iridium
Canada. On the same day, all defendants cross-moved
for summary judgment against the
Plaintiffs to have dismissed all of their
claims.

A trial date has not yet been
scheduled. On April 23, 2002 the magistrate
judge granted the defendants motion for
summary judgment to dismiss the US$800 million
fraud and negligent misrepresentation claims.
The Plaintiffs have filed an appeal of this
decision. Also on April 23, 2002, the
magistrate judge denied the defendants motion
for summary judgment to dismiss the US$10
million capital call claim. The defendants
have filed an appeal of this decision. While
the final outcome of any legal proceeding
cannot be predicted with certainty, based upon
information currently available, Iridium
Canada is of the view that it has strong
defences in respect of the foregoing lawsuit
and it intends to vigorously defend its
position.



|3.10.2 |  | BELL DISTRIBUTION INC. LAWSUITS
|------ |  | -------------------------------

Bell Distribution Inc. (Bell Distribution)
is involved in the distribution and sale of
Bell Canada, as well as Bell Mobility, Bell
ExpressVu and Sympatico wireless and wireline
communications products and services through
our Bell World/Espace Bell/Bell Mobility
outlets owned by franchisees, independent
dealers or Bell Distribution itself. On
October 16, 2001, 15 of Bell Distributions
Québec franchisees filed a court proceeding
against Bell Distribution before the Québec
Superior Court claiming damages of
$25,135,000, the nullity of specific clauses
of their franchise agreement as well as
injunctive relief. On December 19, 2001, 44 of
Bell Distributions Québec independent dealers
filed a court proceeding against Bell
Distribution before the Québec Superior Court
claiming damages of $55 million, the nullity
of specific clauses of their independent
dealer agreement as well as injunctive relief.
Bell Distributions Québec franchisees and
independent dealers allege that Bell
Distribution is in breach of the franchise
agreement and independent dealer agreement,
respectively, in a number of respects
including with respect to the direct and
indirect competition created or allowed by
Bell Distribution, which they allege is
unfair, the products supplying structure and
the compensation structure. While the final
outcome of any legal proceeding cannot be
predicted with certainty, based upon
information currently available, Bell
Distribution is of the view that it has strong
defences in respect of the foregoing lawsuit
and it intends to vigorously defend its
position.



|3.10.3 |  | WAGE PRACTICES INVESTIGATION
|------ |  | ----------------------------

After the Canadian Human Rights Tribunal
allowed the withdrawal, in October 2002, of
the complaints filed by the CTEA on behalf of
its members, further to the settlement reached
between Bell Canada and the CTEA, hearings
into the complaints filed by the CEP on behalf
of its members in 1994 continued. On November
2, 2000, the Federal Court of Canada had
allowed Bell Canadas application for judicial
review of the Canadian Human Rights Tribunals
determination that it could proceed with an
inquiry into the complaints filed by the CEP.
The Court had found that the Tribunal lacked
institutional independence and prohibited
further proceedings in the matter. Hearings
before the Tribunal into the merits of the
case were suspended. The Canadian Human Rights
Commission appealed this decision, which was
overturned by the Federal Court of Appeal. On
May 24, 2001, Bell Canada filed for leave to
appeal the Federal Court of Appeal decision to
the Supreme Court of Canada. Hearings before
the Tribunal resumed in September 2001. The
Supreme Court heard Bell Canadas appeal in
January 2003 and a decision is expected before
the end of the year.



|3.10.4 |  | GENERAL
|------ |  | -------

In addition to the legal proceedings disclosed
herein, we become involved in various other
claims and litigation as a regular part of our
business. While no one can predict the final
outcome of the claims and litigation disclosed
herein and of any other pending claims or
litigation management believes that the
resolution of these claims and litigation will
not have a material and negative effect on our
consolidated financial position or results of
operations.

Bell Canada   15   2002 Annual Information Form



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##### Table of Contents








|3.11 |  | RISK FACTORS
|---- |  | ------------

The following section describes general risks
that could affect us. Because no one can
predict whether any risk will happen or its
consequences, the actual effect of any risk on
our business could be materially different
from what we currently anticipate. In
addition, this description of risks does not
include all possible risks and there may be
other risks that we are currently unaware of.

ECONOMIC AND MARKET CONDITIONS

Our business is affected by general economic
conditions, consumer confidence and spending
and the demand for, and the prices of, our
products and services. When there is a decline
in economic growth and retail and commercial
activity, there tends to be a lower demand for
our products and services.

The slowdown and uncertainty in the
global economy have reduced demand for our
products and services, which negatively
affected our financial performance in 2002 and
may also negatively affect it in 2003. In
particular, weak economic conditions have led
to:



| |  | lower than expected growth in data
revenue, because of softer demand from
enterprises and wholesale customers
|- |  | -------------------------------------------------------------------------------------------------------------
| 
| |  | some reductions in the number of network access
lines due to business failures or
contractions.              

Weak economic conditions may also
negatively affect the financial condition and
credit risk of our subscribers. This could
increase uncertainty about our ability to
collect receivables.

IMPROVING PRODUCTIVITY AND REDUCING CAPITAL INTENSITY

In 2002, we have implemented several cost reduction initiatives.

In 2003, we intend to continue
implementing more productivity initiatives,
including the streamlining of approximately
1,700 positions in our workforce and the
continuation of the reduction of our capital
intensity.

There could be a material and negative
effect on our profitability if we do not
continue to successfully implement
productivity improvements and reduce capital
intensity, while maintaining the quality of
our services.

INCREASING COMPETITION

With the advent of competition in the local
service market in 1998, virtually all the
businesses conducted by us face ongoing
competition. In addition, long distance rates
continue to be under pressure. We face intense
competition from traditional competitors, as
well as from new entrants to the markets we
operate in. We compete not only with other
telecommunications companies, but also with
other businesses and industries, such as
cable, Internet companies, wireless service
providers, competitive local exchange carriers
and a variety of companies that offer network
services, such as providers of business
information systems and system integrators, as
well as other companies that deal with, or
have access to, customers through various
communications networks.

Cable companies and independent Internet
service providers have increased competition
in the Internet access services business.
Competition has led to Internet access pricing
in Canada that is amongst the lowest in the
world and largely independent of usage
patterns. Costs, however, are driven by the
amount of network traffic a user generates,
and the location of the server that stores the
website the user visits. Such costs are
largely beyond our control and cannot be
accurately predicted.

The Canadian wireless telecommunications
industry is also highly competitive. We
compete directly with other wireless service
providers with aggressive product and service
introductions, pricing and marketing. We
expect competition to intensify through the
development of new technologies, products and
services and through consolidations in the
industry.

Many of our competitors have substantial
financial, marketing, personnel and
technological resources. We already have
several domestic and foreign competitors, but
the number of foreign competitors having a
presence in Canada and large resources could
increase in the future. New competitors may
also appear as new technologies, products and
services are developed, and for other reasons.

Competition could affect our pricing
strategies and lower our revenues and net
income. It could also affect our ability to
retain existing customers and attract new
ones. Competition puts us under constant
pressure to improve customer service and be
price-competitive. It forces us to keep
reducing costs, managing expenses and
increasing productivity. This means that we
need to be able to anticipate and respond
quickly to the constant changes in our
businesses and markets.

ANTICIPATING TECHNOLOGICAL CHANGE

We operate in markets that are experiencing
constant technological change, evolving
industry standards, changing client needs,
frequent new product and service
introductions, and short product life cycles.

Our success will depend in large part on
how well we can anticipate and respond to
changes in industry standards and introduce
new and upgrade existing technologies,
products and services.

We may face additional financial 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 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 no assurance that we will be
successful in developing, implementing and
marketing new technologies, products, services
or enhancements within a reasonable time, or
that they will have a market. New products or
services that use new or evolving technologies
could make our existing ones unmarketable or
cause their prices to fall.

STRATEGIES AND PLANS FOR REVENUE GROWTH

We plan to increase our revenues through
different strategies, including:



| |  | cross-selling additional services to our
existing customers                     
|- |  | --------------------------------------------------------------------------------
| 
| |  | adding enhanced features
and applications that make our services more
attractive
| 
| |  | expanding our geographical base
in Western Canada.                              

If our plans are unsuccessful, our growth
prospects would be hurt. This could have a
material and negative effect on our results of
operations.

FINANCING OUR OPERATIONS

We require substantial amounts of capital to
finance capital expenditures to provide our
services and to refinance our outstanding
debts.



|  |  | We finance our capital needs in three ways:              
|- |  | ---------------------------------------------------------
| 
| |  | from cash generated by our operations                    
| 
| |  | by borrowing from commercial banks                       
| 
| |  | through debt and equity offerings in the capital markets.

Bell Canada   16   2002 Annual Information Form



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##### Table of Contents



Increased debt financings could increase
our borrowing costs, lower our credit ratings
and give us less flexibility to take advantage
of business opportunities.

Our ability to finance operations and the
cost of funding depends on our ability to
access the capital markets and syndicated
commercial loan market and on market
conditions. In addition, participants in the
syndicated commercial loan market have
internal policies limiting their ability to
extend credit to any single borrower or group
of borrowers or to a particular industry. Less
capital has been available in the capital
markets in general and to the
telecommunications industry in particular, for
several reasons:



| |  | the September 11, 2001
terrorist attacks on the United States                                                        
|- |  | ---------------------------------------------------------------------------------------------------------------------
| 
| |  | accounting scandals relating to major North
American companies                                                       
| 
| |  | bandwidth overcapacity                                                                                               
| 
| |  | a loss of investor confidence in the capital
markets in general and in the
telecommunications industry in particular.
| 
|  |  | If we cannot raise the capital we need, we may have to:                                                              
| 
| |  | limit our ongoing capital expenditures                                                                               
| 
| |  | limit our investment in new businesses                                                                               
| 
| |  | try to raise additional capital by selling assets or through monetizing transactions.                                

Any of these possibilities could have a
material and negative effect on our growth
prospects for the long term.

LITIGATION, REGULATORY PROCEEDINGS AND CHANGES IN LAWS

Pending or future litigation, regulatory
initiatives or regulatory proceedings could
have a material and negative effect on our
business. Changes in laws or regulations or in
their interpretation, or the adoption of new
laws or regulations could also have a material
and negative effect on our businesses,
operating results and financial condition.

In November 2002, Industry Canada
initiated a review of the current foreign
investment restrictions included in the
Telecommunications Act. A similar process has
been initiated by Canadian Heritage as it
relates to the Broadcasting Act. Since the
reviews by Industry Canada and Canadian
Heritage have not yet been completed and as it
is impossible to predict their outcome, we are
not currently in a position to assess the
impact, if any, these reviews may have on us.

See item 3.10  Legal Proceedings for a
detailed description of the principal legal
proceedings against us.

See item 3.7  Regulation for a
description of certain regulatory initiatives
and proceedings affecting us.

CHANGING WIRELINE REGULATIONS

Our business is affected by changes in
policies resulting from decisions made by
various regulatory agencies, including the
CRTC. Many of these decisions balance requests
from competitors for access to essential
facilities, such as the telecommunications
networks, switching and transmission
facilities, and other network infrastructure
of incumbent telephone companies with the
rights of the incumbent telephone companies to
compete reasonably freely.

CRTC PRICE CAP DECISION

The CRTC recently introduced new price cap
rules that reduce some rates that incumbent
telephone companies charge competitors for
services provided to them.

The new rules create certain risks for
us. For example, the CRTC has established a
deferral account but has not yet determined
how the account will be used. There is a risk
that the account could be used in a way that
could have a negative financial effect on us.

CRTC DECISION ON INCUMBENT AFFILIATES

On December 12, 2002, the CRTC released its
decision on incumbent affiliates, which makes
several important changes to the regulatory
regime for us.

The decision ruled that contracts offered
by Bell Canada or its carrier affiliates that
bundle tariffed and non-tariffed products and
services must receive CRTC approval. This
means that:



| |  | all contracts that currently
bundle products and services must be filed
with the CRTC for regulatory approval                                        
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | all new contracts must receive CRTC approval
before implementation                                                                                   
| 
| |  | carrier affiliates
must meet the same requirements as Bell Canada
for tariff approval on products and services
they offer in our operating territory.

While the decision increases the
regulatory burden for us at both the wholesale
and retail levels in highly competitive
markets, it is not currently possible to
determine the financial effect of the decision
or to separate it from the normal risk of loss
of revenues resulting from competition.

LICENSES AND CHANGING WIRELESS REGULATIONS

Companies must have a spectrum license to
operate cellular, PCS and other
radio-telecommunications systems in Canada.
Bell Mobilitys cellular and PCS licenses will
expire on March 31, 2006. The PCS licenses
that were awarded in an auction in 2001 will
expire on November 29, 2011. Although we
expect that licenses will be
renewed when they expire, there is no
assurance that this will happen. In addition,
Industry Canada can revoke a companys license
at any time if the company does not comply
with its terms.

In December 2002, Industry Canada
initiated a cellular and PCS licensing and
fees consultation. Industry Canada has
proposed a new cellular and PCS fee structure
that, while implemented over several years,
could significantly increase our license fees
if it is implemented as proposed.

In October 2001, the Minister of Industry
announced his intention to initiate a national
review of Industry Canadas procedures
surrounding the approval and placement of
wireless and radio towers throughout Canada.
The review will include the role of municipal
authorities in the approval process. There is
a risk that if municipal involvement increases
in the process for approval of new towers, it
could significantly slow the expansion of
wireless networks in Canada. This could have a
material and negative effect on the operations
of all of Canadas wireless carriers,
including us.

BANKRUPTCY PROCEEDINGS AT TELEGLOBE

On September 19, 2002, Teleglobe, which had
previously started bankruptcy proceedings to
get protection from its creditors in Canada
and in other jurisdictions, announced an
agreement to sell its core telecommunications
business.

Under court orders, contracts between
Teleglobe and Bell Canada and some of its
subsidiaries will be assigned on substantially
the same terms to the buyers on the day the
sale closes. If the sale is not completed,
Teleglobes business could be shut down and
its remaining assets

Bell Canada   17   2002 Annual Information Form



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##### Table of Contents



liquidated. If this happens, we
will have to transfer our traffic to other carriers. While we will do our best
to protect our customers, they could experience temporary service disruptions
or a lower quality of service if there are delays in completing the transfer.

ATTRACTING AND RETAINING SKILLED PEOPLE

Our success depends in large part on our
ability to attract and retain highly skilled
people. The loss of key people could
materially hurt our businesses and operating
results.

PROTECTING OUR NETWORKS

Network failures could materially hurt our
business, including our customer relationships
and operating results. Our operations depend
on how well we protect our networks, our
equipment and the information stored in our
data centres against damage from fire, natural
disaster, power loss, hacking, computer
viruses, disabling devices, acts of war or
terrorism and other events. Any of these
events could cause our operations to be shut
down indefinitely.

RENEGOTIATING LABOUR AGREEMENTS

Many of our employees are represented by
unions and covered by collective bargaining
agreements.

Several of our collective bargaining agreements described in item 3.9  Employees
expire in 2003 or have already expired. These agreements cover approximately
14,900 employees.

Renegotiating collective agreements could
result in higher labour costs or work
disruptions. Difficulties in renegotiations or
other labour unrest could hurt our businesses,
operating results and financial condition.

INCREASED ACCIDENTS FROM USING CELL PHONES

Media reports have suggested that using
handheld cell phones while driving may result
in more accidents. It is possible that this
could lead to new regulations or legislation
banning the use of handheld cell phones while
driving, as it has in Newfoundland and
Labrador and several U.S. states. If this
happens, cell phone use in vehicles would
likely decline, which would negatively affect
us and other wireless service providers.

HEALTH CONCERNS ABOUT RADIO FREQUENCY EMISSIONS

Media reports have suggested that some radio
frequency emissions from cell phones may be
linked to medical conditions such as cancer.
In addition, some interest groups have
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.

The findings of these kinds of studies
could lead to government regulation, which
could have a material and negative effect on
our business. Actual or perceived health risks
of 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 available to the wireless
communications industry, all of which would
have a negative effect on us and other
wireless service providers.

PENSION FUND CONTRIBUTIONS

Most of our pension plans currently have
pension fund surpluses. As a result, we have
not had to make regular contributions to the
pension funds in the past years. It also means
that we have qualified for pension credits,
which have had a positive effect on our net
earnings.

The recent decline in the capital
markets, combined with historically low
interest rates, has significantly reduced the
pension fund surpluses and the pension
credits. This has negatively affected our net
earnings.

If these conditions continue, the
surpluses could continue to decline and could
eventually be eliminated. If this happens, we
might have to recognize increased pension
expenses and also start contributing or
increase our contributions to the pension
funds. This would have a material and negative
effect on our net earnings.

BELL EXPRESSVU

Bell ExpressVu continues to face competition
from unregulated U.S. DTH services that are
illegally sold in Canada. In response, it has
initiated or is participating in several legal
actions that are challenging the sale of U.S.
DTH equipment in Canada. While Bell ExpressVu
has been successful in increasing its share of
the satellite television market despite this
competition, there is no assurance that it
will continue to do so.

Bell ExpressVu currently uses two
satellites for its DTH services, Nimiq 1 and
Nimiq 2, which are operated by Telesat. On
February 20, 2003, Telesats Nimiq 2 satellite
experienced a malfunction affecting the
available power on the satellite. Telesat is
working with the Nimiq 2 satellite
manufacturer, Lockheed Martin, to understand
the cause of the anomaly and determine the
next steps to be taken.

Satellites are subject to significant
risks. Any loss, manufacturing defects, damage
or destruction of the satellites used by Bell
ExpressVu could have a material and negative
effect on Bell ExpressVus results of
operations and financial condition.

Bell ExpressVu is subject to programming
and carriage requirements under its CRTC
license. Changes to the regulations that
govern broadcasting or to its license could
negatively affect Bell ExpressVus competitive
position or its costs of providing services.
Bell ExpressVus existing DTH Distribution
Undertaking license is scheduled for renewal
in August 2003. Although we expect that this
license will be renewed when it expires, there
is no assurance that this will happen.

Finally, Bell ExpressVu faces a loss of
revenue resulting from the theft of its
services. Bell ExpressVu may reduce these
losses by taking numerous actions including
legal action, investigations, implementing
electronic countermeasures targeted at illegal
devices, leading information campaigns and
developing new technology. Implementing these
measures, however, could increase its capital
and operating expenses.

Bell Canada   18   2002 Annual Information Form



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##### Table of Contents






ITEM 4  SELECTED FINANCIAL INFORMATION






|4.1 |  | THREE-YEAR DATA
|--- |  | ---------------

See Table 4.1.






|4.2 |  | DIVIDEND POLICY
|--- |  | ---------------

Bell Canadas current common share dividend
policy is to allow for a sustained growth in
dividends to Bell Canadas common shareholder
based on the expected sustained growth in net
earnings applicable to common shareholder and
free cash flow while maintaining an
appropriate capital structure. We currently
have no intention of modifying our dividend
policy.




ITEM 5  MANAGEMENTS DISCUSSION AND ANALYSIS

The information which appears under the
heading Managements Discussion and Analysis
on pages 2 to 23 of the 2002 Bell Canada
Financial Information is incorporated herein
by reference.




ITEM 6  STATEMENT OF CORPORATE GOVERNANCE PRACTICES

We seek to attain high standards of corporate
governance as our Board and our management
believe that good corporate governance
practices tend to contribute to the creation
and maintenance of shareholder value while
poor ones may undermine it. The Board has
carefully considered the corporate governance
guidelines adopted by The Toronto Stock
Exchange (TSX) and believes that we are well
aligned with such guidelines. The TSX has
published proposed amendments to its current
corporate governance guidelines in the Spring
of 2002 which have not yet been formally
implemented by the TSX as of March 26, 2003.
In November 2002, the TSX circulated a further
set of proposed amended corporate governance
guidelines. Once they are adopted, the Board
will re-assess our corporate governance
practices and make any necessary changes.

The Board has been reviewing its
corporate governance practices in light of the
recently enacted United States Sarbanes-Oxley
Actof 2002 (Sarbanes). The SEC has issued rules and
regulations (SEC Rules) to give effect to
certain provisions of Sarbanes. As those
provisions come into effect, the Board will
re-assess its corporate governance practices.
Our corporate governance practices, which are
in effect as of the date of this Annual
Information Form, are compared below to the
TSX Corporate Governance Guidelines and, where
indicated, are also compared to certain
Sarbanesand SEC Rules which may differ from
the TSX Corporate Governance Guidelines.

TABLE 4.1 THREE-YEAR DATA

|                                               |                                              |      |  |        |  |      |  |        |  |  |  |        | 
|---------------------------------------------- | -------------------------------------------- | ---- |  | ------ |  | ---- |  | ------ |  |  |  | ------ | 
|For the year ended December 31 (in $ millions) |                                              | 2002 |  | 2001   |  | 2000
|                                               |                                              |      |  |        |  |     
|Selected consolidated financial data           |                                              |      |  |        |  |      |  |        |  |  |  |       
|                                               | Total operating revenues                     |      |  | 14,403 |  |      |  | 14,265 |  |  |  | 13,230 | 
|                                               | Earnings from continuing operations          |      |  | 1,504  |  |      |  | 1,590  |  |  |  | 1,544  | 
|                                               | Net earnings applicable to common shares (1) |      |  | 1,388  |  |      |  | 1,385  |  |  |  | 1,306  | 
|                                               | Total assets                                 |      |  | 29,527 |  |      |  | 24,529 |  |  |  | 22,728 | 
|                                               | Long-term debt (including current portion)   |      |  | 12,184 |  |      |  | 10,237 |  |  |  | 8,955  | 
|                                               | Equity settled notes interest                |      |  | 53     |  |      |  | 80     |  |  |  | 99     | 
|                                               | Dividends on preferred shares                |      |  | 63     |  |      |  | 55     |  |  |  | 40     | 
|                                               | Dividends on common shares (1)               |      |  | 1,769  |  |      |  | 1,157  |  |  |  | 1,085  | 
|                                               |                                              |      |  |        |  |      |  |        |  |  |  |        | 



---

|(1) |  | Net earnings and common dividends are not provided on a per share basis.
|--- |  | ------------------------------------------------------------------------

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|                                    |  |                                                                                                                                                                            |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines |  | Do we align?                                                                                                                                                               |  | Our corporate governance practices
|                                    |  |                                                                                                                                                                            |  |                                   
|1.                                  |  | The Board should explicitly assume
responsibility for our stewardship.
And, as part of its overall stewardship
responsibility, the Board should assume
responsibility for: |  | Yes                                |  | The Board has overall responsibility for the management and supervision of our
affairs. The Board has established an administrative procedure which prescribes
the rules governing the approval of transactions carried out in the course of our
operations, the delegation of authority and the execution of documents on our
behalf. For instance, the appointment of officers as well as the authorization of
investments and expenditures above a certain dollar threshold are subject to
review and approval by the Board.                                                                                                                                                                                                                                                                                                              
|                                    |  |                                                                                                                                                                            |  |                                   
|(a)                                 |  | the adoption of a strategic planning
process                                                                                                                               |  | Yes                                |  | The Board approves our overall strategic direction and objectives during a substantial
strategic planning session held once a year, usually in November, at the
same time as the business plan and budget are approved for the following year. In
addition, the key objectives of our strategy as well as quantifiable financial and
business targets related to the business plan objectives are incorporated in an
annual management mandate (the Corporate Mandate), which is approved
early in the following year.                                                                                                                                                                                                                                                                                                                     
|                                    |  |                                                                                                                                                                            |  |                                   
|(b)                                 |  | the identification of the principal risks of
the business and ensuring implementation
of appropriate systems to manage
these risks                                         |  | Yes                                |  | The Audit Committee reviews, reports and provides recommendations to the
Board on the adequacy of our processes for identifying and managing our principal
risks, including risk policies, internal control procedures and standards
relating to risk management. The Audit Committee ensures that these policies are
implemented and regularly reviewed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                    |  |                                                                                                                                                                            |  |                                   
|                                    |  |                                                                                                                                                                            |  |                                    |  | In 2003, the Board will be presented by the Audit Committee with a new plan to
further enhance the integration of our strategic planning and risk management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                    |  |                                                                                                                                                                            |  |                                   
|(c)                                 |  | succession planning, including appointing,
training and monitoring senior
management                                                                                       |  | Yes                                |  | As part of its mandate, the Board focuses on the integrity, quality, and continuity
of management required to attain our corporate goals. The Management
Resources and Compensation Committee (MRCC) reviews and reports to the
Board on succession planning, on senior management appointments and development
and on the performance of management in relation to the Corporate
Mandate at six-month intervals. Annually, the MRCC measures managements
performance and compensation against the combined set of objectives comprised
in the Corporate Mandate.                                                                                                                                                                                                                                                                         
|                                    |  |                                                                                                                                                                            |  |                                   
|(d)                                 |  | our communications policy                                                                                                                                                  |  | Yes                                |  | At the BCE Inc. level, the BCE Inc. Board approves periodically a communications
plan to address communications with shareholders, employees, financial analysts,
governments and regulatory authorities, the media and the Canadian and international communities. For instance, in addition to BCE Inc. annual meetings,
lines of communication (meetings, conferences, press releases and quarterly conference
calls) have been established with the investment community and the
media to explain BCE Inc.s and our results and corporate strategy as well as to
answer questions. Bell Canada has a toll free number for shareholder enquiries
(1-800-561-0934) and for investor relations and general enquiries (1-800-339-6353).
In addition, detailed information on our business is presented on the BCE Inc.
website (www.bce.ca).
|                                    |  |                                                                                                                                                                            |  |                                   
|                                    |  |                                                                                                                                                                            |  |                                    |  | The Board approved at its November 2002 meeting a revised Disclosure Policy
applicable to ourselves, BCE Inc. and its non-public subsidiaries. Our Disclosure
Policy ensures that our communications to the investment community, the media
and the general public are timely, factual and accurate, and broadly disseminated,
in accordance with applicable legal requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Do we align? |  | Our corporate governance practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(e) the integrity of our internal control and
management information systems                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Yes          |  | The Audit Committee assesses the adequacy and effectiveness of our internal control
environment by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |  reviewing the policies in place                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |  monitoring compliance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |  approving recommendations for changes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  | The Audit Committee also ensures that we maintain adequate processes for identifying
and mitigating risks including overall compliance with our Conflict of
Interest Policy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  | The recent enactments of Sarbanesand of the SEC Rules have also expanded the
Audit Committees responsibilities. These new regulations require annual certifications
by our Chief Executive Officer and our Chief Financial Officer stating that they
have disclosed to our external auditors and to the Audit Committee any significant
deficiencies in the design or operation of our internal controls which could adversely
affect our ability to record, process, summarize and report financial data and have
identified to the external auditors and to the Audit Committee any material weakness
in our internal controls. We have reviewed our existing internal controls and
made necessary adjustments in order to comply with these rules.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. A majority of directors should be unrelated
(independent of management and free from any interest and any business or
other relationship which could, or could
reasonably be perceived to, materially
interfere with the directors ability to act
with a view to our best interests).                                                                                                                                                                                                                                 |  | Yes          |  | Currently, only one of the 15 Board members is a related director as determined
pursuant to the TSX Corporate Governance Guidelines:
 as our Chief Executive Officer, Mr. M.J. Sabia is considered to be a related director under the TSX Corporate Governance Guidelines.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|The application of the definition of
unrelated director is the responsibility
of the Board which will be required to disclose
on an annual basis whether it has a
majority of unrelated directors and the
analysis of the application of the principles
supporting this conclusion.                                                                                                                                                                                                                                     |  |              |  | Bell Canada common shares are not listed on any stock exchange or similar market
for securities. Bell Canada has three series of preferred shares listed on the TSX
(Series 15, 17 and 19). Such preferred shares are non-voting and there are no other
shareholders holding voting securities of Bell Canada besides BCE Inc. (which indirectly owns all of the Bell Canada common shares).                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|If the corporation has a significant shareholder,
in addition to a majority of unrelated directors, the
board should include a number of directors who do not
have interests in or relationships with either the
corporation or the significant shareholder and which fairly
reflects the investment in the corporation by shareholders
other than the significant shareholder. A significant
shareholder is a shareholder with the ability to exercise a
majority of the votes for the election of the board of directors. |  |              |  | Our directors represent a wide variety of business sectors. Certain directors may
be partners in or officers of entities that provide legal, financial or other services to
us or to our subsidiaries. These directors are considered unrelated
given that:
 such services are provided on customary commercial terms by
such entities
 are received by us or our subsidiaries in the ordinary course
of our respective businesses
 our ability or our subsidiaries ability to obtain such services from any one of
such entities in particular is not considered material to us and our subsidiaries
on a consolidated basis
 we are at liberty to choose amongst other service providers of similar quality standards                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              |  |  the amount of fees received by such entities for services rendered to us or our subsidiaries are not material to such entities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|                                                                                                                                                                                                                                                         |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines                                                                                                                                                                                                                      |  | Do we align? |  | Our corporate governance practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                         |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. The Board should appoint a committee
of directors composed exclusively of outside
directors, a majority of whom are
unrelated directors, with responsibility
for proposing new nominees to the Board
and for assessing directors on an ongoing
basis. |  | Yes          |  | Our Corporate Governance Committee (CGC) is composed exclusively of outside
and unrelated directors. The CGC receives suggestions for candidates from
individual Board members, the President, the Chief Executive Officer, as well as
professional search organizations. A guideline for the selection of directors provides
that directors elected for the first time after 1996 will commit to being
available for a minimum period of five years, and will not normally be eligible to
stand for re-election if they have served on the Board for a period of 10 successive
one-year terms. The CGC also undertakes periodic surveys of all directors to allow
each director to assess the effectiveness of the Board as well as to appraise his or
her own participation on the Board.
|                                                                                                                                                                                                                                                         |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. The Board should implement a process, to
be carried out by an appropriate Committee,
for assessing the effectiveness of the
Board, its Committees and the contribution
of individual directors.                                                       |  | Yes          |  | The CGC is charged with the administration of our directors attendance policy,
pursuant to which our Corporate Secretary must report to the CGC the name of
any director who held his or her position during the entire previous year and who
did not attend 75% of Board and Committee meetings. The CGC must assess
whether the directors attendance record is due to health or other exceptional
non-recurring reasons and must take into account its assessment of the directors
attendance record in recommending to the Board the list of nominees for
election.                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                         |  |              |  | In addition, the CGC canvasses, as required, all directors on the effectiveness of
the Board (including through the conduct of individual director interviews with
the CGC Chairman) and assesses the performance of the Chairman of the Board
and of individual directors and reviews the results of such survey with the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                         |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. We should provide, as an integral element
of the process for appointing new
directors, an orientation and education
program for new directors.                                                                                                        |  | Yes          |  | Upon joining the Board, directors are given the opportunity to meet with members
of senior management to familiarize themselves with our business and are
provided with a Reference Book for Directors which is periodically updated and
contains information about our history and current status, the special legislation
affecting us and our investments. It also contains our Code of Business Conduct,
as well as the governance and mandate of the Board and of its Committees and a
description of the directors duties and liabilities.                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                         |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. The Board should examine its size and,
with a view to determining the impact of
number upon effectiveness, undertake
where appropriate, a program to establish
a board size which facilitates more effective decision-making.                         |  | Yes          |  | The Boards objective, with respect to its composition, is to have a sufficient range
of skills, expertise and experience to ensure that the Board can carry out its functions
effectively. Directors are selected for their ability to contribute on the broad
range of issues with which the Board must deal. The Board reviews, through the
CGC, the contributions of the directors and determines whether its size promotes
effectiveness and efficiency. Our Board believes that it has the proper size and
range of skills to function effectively.                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                         |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. The Board should review the adequacy
and form of compensation of directors in
light of the risks and responsibilities
involved in being an effective director.                                                                                        |  | Yes          |  | The CGC is charged with conducting an annual review of the directors remuneration
for Board and Committee service in relation to current norms and to
recommend any change for Board approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                         |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. Committees of the Board should generally
be composed of outside directors, a majority of whom are unrelated.                                                                                                                                          |  | Yes          |  | Each Committee of our Board is composed solely of outside directors, all of whom
are unrelated. The TSX Corporate Governance Guidelines consider that the
interests and relationships arising from shareholdings do not interfere with the
unrelated qualification of a director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines                                                                                                                                                                                                                                                                                                                                                                                                |  | Do we align? |  | Our corporate governance practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9. The Board should assume responsibility
for, or assign to a Committee of directors
responsibility for, developing the approach
to corporate governance issues.
This Committee would, among other
things, be responsible for the response to
the TSX Corporate Governance Guidelines.                                                                                                                                             |  | Yes          |  | The CGC, as part of its overall mandate, is responsible for recommending to the
Board appropriate responses to the TSX Corporate Governance Guidelines, those
of other securities regulatory authorities as well as developing our approach to
corporate governance issues.                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10. The Board, together with the President
and Chief Executive Officer, should
develop position descriptions for the
Board and for the Chief Executive Officer,
including the definition of the limits to
managements responsibilities.                                                                                                                                                                                           |  | Yes          |  | The respective roles of the Board, the President and the Chief Executive Officer
are set out in our Policy on Authorizationswhich lists all transactions that management
is authorized to carry out without necessitating specific Board approval. All
corporate action that is not specifically authorized under the Policy on Authorizations
requires approval by the Board.                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|The Board should approve or develop the
corporate objectives which the President
and Chief Executive Officer is responsible
for meeting.                                                                                                                                                                                                                                                                                           |  |              |  | The corporate objectives for which the Chief Executive Officer has responsibility
are set forth annually in the Corporate Mandate which is approved by the Board
early in the first quarter of each year. The achievement of the objectives is assessed
semi-annually by the MRCC and the Board on the basis of strategic business objectives
and quantifiable financial targets incorporated in the Corporate Mandate.                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|The SEC Rules require disclosure as to
whether or not and, if not, the reasons
why a company has adopted a code of
ethics for the principal executive officer
and senior financial officers, applicable
to the Chief Executive Officer, Chief
Financial Officer and Controller.                                                                                                                                                    |  |              |  | This disclosure requirement will only be applicable to us for the year ending
December 31, 2003. All of our employees are subject to a Code of Business Conduct governing ethical behaviour which must be reviewed and signed by each
employee on an annual basis. We are currently in the process of reviewing our
Code of Business Conduct to incorporate the recommended ethics guidelines for
our Chief Executive Officer, Chief Financial Officer, Controller and other financial
officers. Once completed and approved by the CGC, the Code will be posted on
BCE Inc.s website (www.bce.ca).                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11. The Board should have in place appropriate structures and procedures to ensure
that it can function independently of
management. An appropriate structure
would be to (i) appoint a chair of the
Board who is not a member of management with responsibility to ensure that
the Board discharges its responsibilities or
(ii) assign this responsibility to an outside
director, sometimes referred to as the
lead director. |  | Yes          |  | Our By-Laws provide that the directors may determine from time to time whether
the Chairman (i) shall not be an officer and shall act solely in a non-executive
capacity or (ii) shall be an officer acting in an executive capacity. Should the Board
decide that the Chairman shall be one of our officers acting in an executive capacity, the Board would then designate one of its members as lead director with the
responsibility of ensuring that the Board can function independently of management. We currently have a non-executive Chairman.                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Appropriate procedures may involve
the Board meeting on a regular basis
without management present or may
involve expressly assigning responsibility for administering the Boards
relationship to management to a Committee of the Board.                                                                                                                                                                                         |  |              |  | It is our Boards practice to reserve time for meeting without management at regularly scheduled Board meetings. In addition, directors can add items to Board
agendas which are distributed in advance of meetings and agendas for Committee
meetings are under the responsibility of the Chairman of each Committee. Furthermore, the Board meets without the Chief Executive Officer when his
performance and compensation are discussed and, finally, there is a process
(which includes a questionnaire distributed to directors by the Chairman of the
CGC) by which feedback is periodically solicited from directors on how the Board
can operate more effectively.

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                 |   |                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | Do we align? |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Our corporate governance practices                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                
|12. The Audit Committee
should be composed
only of outside
directors. The
roles and
responsibilities of
the Audit Committee
should be
specifically
defined so as to
provide appropriate
guidance to Audit
Committee members
as to their duties.
The Audit
Committee should
have direct
communication
channels with the
internal and
external auditors
to discuss and
review specific
issues as
appropriate. The
Audit Committee
duties should
include oversight
responsibility for
management
reporting on
internal control.
While it is
managements
responsibility to
design and
implement an
effective system of
internal controls,
it is the Audit
Committees
responsibility to
ensure that
management has done
so. |  | Yes          | Our Audit Committee is composed solely of outside and unrelated directors.
The roles and responsibilities of the Audit Committee are specifically set
forth in our Administrative Resolution. Such roles and responsibilities
include reviewing, reporting and, where appropriate, approving or
recommending to the Board on the adequacy of our internal control systems,
the appointment, terms of engagement, independence and proposed fees of the
auditors, the appointment and mandate of our internal auditors, the
relationship between related entities audit committees and our own Audit
Committee and the relationship between the Audit Committee, other standing
committees of the Board and management. The Audit Committee has direct
communication channels with the internal and external auditors to discuss
and review specific issues as appropriate.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                 |   |                                                                                                  
|Sarbanes and the
SEC Rules provide a
new environment for
the engagement of
auditors, including
the scope of
services that can
be provided and a
pre-approval
process for all
audit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |              | At its February 2003 meeting, the Audit Committee approved a revised Auditor
Independence Policy which governs the employment of auditors for audit and non-audit services and provides for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|and non-audit
services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | a process that must be followed to properly assess the impact on auditor
independence of various audit and non-audit services provided by the
external auditors
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                 |  | clear guidance on permitted and prohibited services                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                 |  | approval processes to be followed by us and our subsidiaries prior to the
engagement of auditors.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                 |   |                                                                                                  
|The SEC Rules
require disclosure
as to whether or
not, and if not the
reasons why, the
Audit Committee is
comprised of at
least one member
who is a financial
expert as defined
in such SEC Rules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |              | Our Audit Committee appointed the Chairman of the Audit Committee as the
designated member to authorize all audit and non-audit services provided by
the external auditors not already pre-approved by the Audit Committee.The Audit Committee is responsible for the establishment of the Auditor
Independence Policy, approving recommendations for changes and monitoring
managements compliance with such policy, including the pre-approval
process.
This disclosure requirement will only be applicable to us for the year
ending December 31, 2003, at which time we will comply therewith.                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                 |   |                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13. The Board should
implement a system
to enable an
individual director
to engage an
outside advisor, at
our expense in
appropriate
circumstances. The
engagement of the
outside advisor
should be subject
to the approval of
an appropriate
Committee of the
Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Yes          | In performing its responsibilities, the Board, a Committee of the Board or
an individual director may, as required, and subject to the approval of the
Chairman of the CGC, engage an outside advisor at our expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Bell Canada  24  2002 Annual Information Form



---



##### Table of Contents






ITEM 7  MARKET FOR SECURITIES

The common shares and several series of
debentures of Bell Canada are not listed on
any stock exchange or similar market for
securities.

Table 7 contains information on markets for Bell Canada listed securities.

TABLE 7 MARKET FOR OUR SECURITIES

|                                      |  |                           
|------------------------------------- |  | --------------------------
|Series 15, 17 and 19 preferred shares |  | The Toronto Stock Exchange
|Series EB and ER debentures           |  | Luxembourg Stock Exchange 




ITEM 8  DIRECTORS AND OFFICERS

As of March 26, 2003, the Bell Canada
directors and officers as a group did not
beneficially own, directly or indirectly, or
exercise control or direction over, any class
of voting securities of Bell Canada or its
subsidiaries with the exception of 1,200
common shares of Aliant (or 0.00086% of
Aliants common shares outstanding), and
15,021 units of the Bell Nordiq Income Fund
(or 0.046% of the units).




8.1 DIRECTORS

On March 26, 2003, the directors of Bell Canada
were as shown in Table 8.1.

The by-laws of Bell Canada provide that
all of Bell Canadas directors hold office
until the next annual meeting of the
shareholders or until their respective
successors are elected. All of Bell Canadas
directors have held the positions disclosed in
Table 8.1 or other executive positions with
the same or associated firms or organizations
during the past five years or more with the
following exceptions:



| |  |  | Mr. Currie was, from July 1976 to
January 2001, President of Loblaw
Companies Limited (grocery chain) and,
from September 1973 to May 2001, a
Director thereof, from July 1996 to May
2002, President of George Weston Limited
(food distribution, retail and
production) and, from May 1975 until May
2002, a Director thereof, and from
October 1987 until April 2002, a Director
of Imperial Oil Limited (petroleum
company)                                                                               
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Mr. Kierans was, from 1989 to 1999,
President and Chief Executive Officer of
the C.D. Howe Institute (independent, non
profit, economic and social policy
research institution), from October 1997
to March 2001, Chairman of Moore
Corporation Limited (management and
distribution of print and digital
information), from April 1996 to January
2000, Chairman of Petro-Canada (petroleum
company) and from September 1997 to
January 1999, Chairman of First Marathon
Securities Limited (investment bank)
|
| |  |  | Mr. Levitt was, from 1995 to 2000,
President and Chief Executive Officer of
Imasco Limited (consumer products and
services company)                                                                                                                                                                                                                                                                                                                                                                           

TABLE 8.1 DIRECTORS

|                                                              |  |                     |  |                                                                                         
|------------------------------------------------------------- |  | ------------------- |  | ----------------------------------------------------------------------------------------
|                                                              |  | Date of election or |  |                                                                                         
|Name and
municipality of residence                            |  | appointment         |  | Principal occupation                                                                    
|                                                              |  |                     |  |                                                                                         
|André Bérard, Montréal, Québec                                |  | January 2003        |  | Chairman of the
Board, National Bank of Canada (6)                                      
|Richard J. Currie, (1)Toronto, Ontario                        |  | May 2002            |  | Chairman of the Board, BCE Inc. and Bell Canada                                         
|Anthony S. Fell, (1) (2)Toronto, Ontario                      |  | January 2003        |  | Chairman of the Board, RBC Dominion Securities Limited (7)                              
|Donna Soble Kaufman, (3)Toronto, Ontario                      |  | January 2003        |  | Lawyer and Corporate Director                                                           
|Thomas E. Kierans, (2)Toronto, Ontario                        |  | January 2003        |  | Chairman of the Board,
Canadian Institute for Advanced Research (CIAR)(8)               
|Brian M. Levitt, (3) (4)Montréal, Québec                      |  | January 2003        |  | Co-Chair, Osler, Hoskin & Harcourt LLP (9)                                              
|The Honourable Edward C. Lumley,                              |  |                     |  |                                                                                         
|South Lancaster, Ontario                                      |  | January 2003        |  | Vice-Chairman of the Board, BMO Nesbitt Burns Inc. (7)                                  
|Judith Maxwell, (1) (3)Ottawa, Ontario                        |  | December 2000       |  | President, Canadian Policy Research Networks Inc. (CPRN)
(10)                           
|John H. McArthur, (4)Wayland, Massachusetts                   |  | January 2003        |  | Dean Emeritus, Harvard University
Graduate School of Business Administration            
|J. Edward Newall, (2) (3) (5)Calgary, Alberta                 |  | May 1998            |  | Chairman of the Board, Newall and Associates (11)                                       
|Thomas C. ONeill, Don Mills, Ontario                         |  | January 2003        |  | Corporate Director and Chartered Accountant                                             
|Michael J. Sabia, Montréal, Québec                            |  | July 2000           |  | President and Chief Executive Officer, BCE Inc. and
Chief Executive Officer, Bell Canada
|Guy Saint-Pierre, (3) (5)Montréal, Québec                     |  | April 1999          |  | Chairman of the Board, Royal Bank of Canada (6)                                         
|Paul M. Tellier, (4)Montréal, Québec                          |  | March 1996          |  | President and Chief Executive Officer, Bombardier Inc. (12)                             
|Victor L. Young, (2) (4)St. Johns,
Newfoundland and Labrador |  | January 2003        |  | Corporate Director                                                                      



---

|(1)  |  | Indicates membership on our Pension Fund Committee of
which Mr. Currie is Chairman.                                  
|---- |  | ---------------------------------------------------------------------------------------------------------------------
|    
|(2)  |  | Indicates membership on our
Audit Committee of which Mr. Newall is Chairman.                                         
|    
|(3)  |  | Indicates membership on our Corporate Governance Committee of which Mr.
Saint-Pierre is Chairman.                    
|    
|(4)  |  | Indicates membership on our Management Resources and Compensation Committee
of which Mr. Tellier is Chairman.        
|    
|(5)  |  | Not standing for re-election at the BCE
Inc. 2003 Annual Meeting of the shareholders.                                
|    
|(6)  |  | Schedule I bank.                                                                                                     
|    
|(7)  |  | Investment bank.                                                                                                     
|    
|(8)  |  | Conducts basic research programs in the
social and natural sciences.                                                 
|    
|(9)  |  | Law firm.                                                                                                            
|    
|(10) |  | Non profit organization conducting research on work, family, health,
social policy and public involvement.           
|    
|(11) |  | Consulting company.                                                                                                  
|    
|(12) |  | Manufacturer of business jets, regional
aircrafts, rail transportation equipment and
motorized recreational products.

Bell Canada
   25    2002 Annual Information
Form



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##### Table of Contents





| |  |  | Mr. ONeill was, from 1998 to 2001,
Chief Executive Officer of
PricewaterhouseCoopers LLP (accounting
firm) in Canada, from 2000 to January
2002, Chief Operating Officer of
PricewaterhouseCoopers LLP global
Organization, from January 2002 to May
2002, Chief Executive Officer of
PricewaterhouseCoopers Consulting and
from May 2002 to October 2002, Chairman
of the Board thereof
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Mr. Sabia was, prior to October 1999,
Executive Vice-President and Chief
Financial Officer of Canadian National
Railway Company (transportation company)                                                                                                                                                                                                                                 
|
| |  |  | Mr. Saint-Pierre was, from April 1996 to
May 2002, Chairman of SNC-Lavalin Group
Inc. (engineering firm)                                                                                                                                                                                                                                                                                 
|
| |  |  | Mr. Tellier was, from October 1992 to
December 2002, President and Chief
Executive Officer and a Director of
Canadian National Railway Company
(transportation company)                                                                                                                                                                                                                  
|
| |  |  | Mr. Young was, from November 1984 to May
2001, Chairman and Chief Executive
Officer of Fishery Products International
Limited (frozen seafood products
company).                                                                                                                                                                                                                         




8.2 OFFICERS

On March 26, 2003, the officers of Bell Canada
were as shown in Table 8.2.

All officers have held the positions
disclosed in Table 8.2 or other senior
positions with us, BCE Inc. or one or more of
BCE Inc.s subsidiaries or associated
companies during the past five years or more,
with the following exceptions:



| |  |  | Ms. Caty was, prior to February 2003,
Vice-President and Corporate Secretary of
National Bank of Canada (schedule I bank)                                                     
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Mr. Discenza was, prior to August 2000,
Senior Vice-President National
Operations and, prior to 2000,
Vice-President Network Services of AT&T
Canada (communications company)
|
| |  |  | Mr. Gaffney was, prior to April 2002,
Vice-President, General Manager-Customer
Interaction Solutions at WorldCom
(communications company)                                     

TABLE 8.2 OFFICERS

|                    |  |                           |  |                                                             
|------------------- |  | ------------------------- |  | ------------------------------------------------------------
|Name                |  | Municipality of
residence |  | Office of Bell Canada
presently held                        
|                    |  |                           |  |                                                             
|J. Trevor Anderson  |  | Gloucester, Ontario       |  | Senior Vice-President  Network Operations                  
|Michael T. Boychuk  |  | Montréal, Québec          |  | Senior Vice-President and Treasurer                         
|Charlotte Burke     |  | Etobicoke, Ontario        |  | Senior Vice-President  Next Generation Services            
|Linda Caty          |  | Montréal, Québec          |  | Corporate
Secretary(1)                                      
|Bernard A. Courtois |  | Ottawa, Ontario           |  | Executive Counsel                                           
|Isabelle Courville  |  | Montréal, Québec          |  | President  Bell Nordiq Group                               
|Renato J. Discenza  |  | Mississauga, Ontario      |  | Senior Vice-President  Enterprise Services and Supply Chain
|Roch Dubé           |  | Longueuil, Québec         |  | Senior Vice-President  Bell Québec                         
|T. Anthony Gaffney  |  | Toronto, Ontario          |  | President  Bell Nexxia                                     
|Josée Goulet        |  | Montréal, Québec          |  | Special Assignment                                          
|Leo W. Houle        |  | Montréal, Québec          |  | Chief Talent Officer                                        
|Salvatore Iacono    |  | Ottawa, Ontario           |  | Senior Vice-President                                       
|Richard J. Mannion  |  | Montréal, Québec          |  | Chief Legal Officer                                         
|Guy Marier          |  | Lakefield, Québec         |  | President  Bell Québec                                     
|Kelly L. McDougald  |  | Toronto, Ontario          |  | Senior Vice-President  Business Sales                      
|Timothy E. McGee    |  | Toronto, Ontario          |  | President  Bell ExpressVu                                  
|Robert T. Mosey     |  | Oakville, Ontario         |  | President  Bell Ontario                                    
|Michael A. Neuman   |  | North York, Ontario       |  | President  Bell Mobility                                   
|Patrick Pichette    |  | Montréal, Québec          |  | Chief Financial Officer                                     
|Barry W. Pickford   |  | Toronto, Ontario          |  | Senior Vice-President  Taxation                            
|Randall J. Reynolds |  | Calgary, Alberta          |  | President  Bell West                                       
|Eugene Roman        |  | Mississauga, Ontario      |  | Chief Information and Technology Officer                    
|Michael J. Sabia    |  | Montréal, Québec          |  | Chief Executive Officer                                     
|Sheridan E. Scott   |  | Ottawa, Ontario           |  | Chief Regulatory Officer                                    
|Pierre Shedleur     |  | Cap-Rouge, Québec         |  | Senior Vice-President  Business Market, Québec             
|John W. Sheridan    |  | Toronto, Ontario          |  | President and Chief Operating Officer                       
|Karen H. Sheriff    |  | Toronto, Ontario          |  | Chief Marketing Officer                                     
|David A. Southwell  |  | Oakville, Ontario         |  | President  Network Operations                              
|Jean Taillon        |  | Carlisle, Ontario         |  | Senior Vice-President  Operations                          
|Ida Teoli           |  | Montréal, Québec          |  | Chief Communications Officer                                
|Pamela A. Went      |  | Toronto, Ontario          |  | Senior Vice-President  Operations  Bell Nexxia            
|Stephen G. Wetmore  |  | Toronto, Ontario          |  | Vice-Chairman  Corporate                                   
|Garry M. Wood       |  | North York, Ontario       |  | President  Bell Distribution                               



---

|(1) |  | Effective March 31, 2003.
|--- |  | -------------------------

Bell Canada
   26    2002 Annual Information Form



---



##### Table of Contents





| |  |  | Mr. Houle was, prior to June 2001,
Senior Vice-President, Corporate Human
Resources of Alcan Inc (packaging and
aluminum company)                                
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Mr. Pichette was, prior to January 2001,
principal partner at McKinsey & Company
(management consulting firm)                                                    
|
| |  |  | Mr. Sabia was, prior to October 1999,
Executive Vice-President and Chief
Financial Officer of Canadian National
Railway Company (transportation company)         
|
| |  |  | Ms. Sheriff, prior to June 1999, held
various positions with Ameritech
Corporation (communications company)
including Director  Corporate Marketing
and Branding
|
| |  |  | Mr. Taillon was, prior to September
2001, Senior Vice-President Customer
Service of AT&T Canada (communications
company)                                        
|
| |  |  | Mr. Wetmore was, prior to April 1999,
President and Chief Executive Officer of
NewTel Enterprises Limited
(telecommunications and holding company)               
|
| |  |  | Mr. Wood was, prior to May 2000, Group
Vice-President and General Manager of
Budget Car Rentals Toronto Limited (car
rental company).                            




ITEM 9  ADDITIONAL INFORMATION

Bell Canada shall provide to any person or
company, upon request to the Corporate
Secretary, at 1000, rue de La Gauchetière
Ouest, bureau 4100, Montréal, Québec H3B 5H8:



|(a) |  | when the securities of Bell Canada are in
the course of a distribution under a
preliminary short form prospectus or a short
form prospectus:
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | one copy of this Annual Information Form
together with one copy of any document, or the
pertinent pages of any document, incorporated
by reference therein;                                                                                                                                                                                                                  
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | one copy of the comparative financial
statements of Bell Canada for its most recently
completed financial year together with the
accompanying report of the auditors thereon and
one copy of any of the interim financial
statements of Bell Canada that have been filed
subsequent to the financial statements for Bell
Canadas most recently completed financial
year; and
|
| |  |  | one copy of any other documents that are
incorporated by reference into the preliminary
short form prospectus or the short form
prospectus and are not required to be provided above; or                                                                                                                                                                                     
|

|(b) |  | at any other time, one copy of
any documents referred to in (a) above,
provided that Bell Canada may require the
payment of a reasonable charge if the request
is made by a person or company who is not one
of Bell Canadas security holders.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Bell Canada does not prepare an information
circular. Additional information including
Bell Canada directors and senior officers
remuneration and indebtedness, Bell Canada
principal holders of securities, options to
purchase securities and interests of insiders
in material transactions, where applicable, is
contained in the Schedule hereto and elsewhere
in this document. Additional financial
information, including comparative
consolidated financial statements, is provided
in the 2002 Bell Canada Financial Information.

Information concerning Bell Canada, in
addition to the documents referred to in (a)
above, is available upon request from the
Vice-President, Investor Relations, at the
address indicated above or by e-mail at
investor.relations@bell.ca. This
additional information includes Managements
Discussion and Analysis of Bell Canadas
First, Second and Third Quarter Results. These
documents, as well as Bell Canada annual and
quarterly reports and news releases, are also
available on BCE Inc.s website (www.bce.ca).

Bell Canada also has toll free numbers
for registered shareholders enquiries
(1-800-561-0934) and for investor relations
(1-800-339-6353).




9.1 FINANCIAL YEAR-END

Bell Canadas financial year ends on December 31.




9.2 VOTING SECURITIES

As of the date of this document, 355,346,988
of Bell Canadas common shares were issued and
outstanding, all of which are held by BCH,
which is 100 % owned by BCE Inc. Only holders
of Bell Canadas common shares are entitled to
receive notice of, attend, and vote at, any
meeting of shareholders. Each common share is
entitled to one vote on each ballot taken at
any meeting of shareholders.




9.3 AUDITORS

Bell Canadas auditors are Deloitte & Touche
LLP. Deloitte & Touche LLP and its predecessors
have been acting as auditors since the
creation of Bell Canada in 1880.

Bell Canada
   27    2002 Annual Information
Form



---



##### Table of Contents






SCHEDULE 1  DIRECTORS AND OFFICERS REMUNERATION

REPORT OF THE MANAGEMENT AND COMPENSATION COMMITTEE

In 2002, the Management Resources and
Nominating Committee (MRNC) was responsible
for the administration of the executive and
directors compensation policies at Bell
Canada. The MRNC reported and made
recommendations on these compensation matters
to the Board of Directors.

Composition of the Committee

As at December 31, 2002, the members of the
MRNC were Messrs. Paul M. Tellier (Chairman),
Michael J. Sabia and Guy Saint-Pierre. As
discussed in more detail below under Total
Compensation, Mr. Sabia is an officer of BCE
Inc. and Bell Canada and a director of BCE
Inc., however, all elements of his
compensation as an executive officer of BCE
Inc. and Bell Canada were established by the
Management Resources and Compensation
Committee (BCE MRCC) of BCE Inc. on which he
does not sit. Messrs. Tellier and Saint-Pierre
are also directors of BCE Inc. The MRNC met
five times during 2002. In the ordinary course
of our business, we do enter into transactions
with BCE Inc. and other companies in the BCE
Inc. group. However, we had no significant
business transactions during 2002, other than
those in the ordinary course of business, with
corporations in respect of which the members
of the MRNC, in 2002, served as directors,
officers or employees.

In January 2003, the newly created Bell
Canada Management Resources and Compensation
Committee (MRCC) took over the MRNCs
responsibility for oversight of Bell Canadas
executive compensation policy. The MRCC is
composed of four outside and unrelated
directors, namely Mr. P.M. Tellier (Chairman)
and Messrs. B.M. Levitt, J. H. McArthur and
V.L. Young. As well in January 2003, the newly
created Corporate Governance Committee (CGC)
assumed the responsibility for making
recommendations to our board on the
compensation for our directors.

Report on Directors Compensation

2002 COMPENSATION OF OUTSIDE DIRECTORS

In 2002, the compensation of our outside directors consisted of:

|                                      |  |   |        | 
|------------------------------------- |  | - | ------ | 
|Annual Board Retainer                 |  | $ | 23,000 | 
|Annual Committee Retainer             |  | $ | 4,000  | 
|Annual Committee Chairperson Retainer |  | $ | 4,000  | 
|Board Attendance Fees                 |  | $ | 1,000  | 

Directors who are also employees of Bell
Canada, BCE Inc., affiliated or associated
companies received no compensation as directors
of Bell Canada.

Directors Share Unit Plan

In 2002, outside directors may have elected to
have the annual retainer portion of their
remuneration paid in the form of share units
under the BCE Inc. Share Unit Plan for
Non-Employee Directors (1997) (the BCE
Directors Share Unit Plan). The BCE
Directors Share Unit Plan allows outside
directors of eligible subsidiaries within the
BCE Inc. group of companies to participate by
recognizing service on other boards of
directors in the BCE Inc. group.

In 2002, the annual retainer of $23,000
was payable quarterly. Accordingly, each
quarter, a number of share units equal to the
number of BCE Inc. common shares that could be
purchased on the open market for a dollar amount equal to
the quarterly retainer fee was credited to the
account maintained by BCE Inc. for each
eligible BCE group non-employee director who
elected to participate. Subject to the consent
of the BCE Inc. CGC, our non-employee
directors had, in addition, the option of
having the other fees to which they become
entitled to be paid in share units. On each
BCE Inc. common share dividend payment date,
dividend equivalents in the form of additional
share units at the same rate as dividends on
BCE Inc. common shares are credited to each
outside directors account.

No shares are purchased on the open
market under the BCE Directors Share Unit
Plan until such time as a non-employee
director ceases to be a member of our board
and of the board of our subsidiaries, as the
case may be. Following the cessation of a
non-employee directors board service, BCE
Inc. arranges for the purchase on the open
market of a number of BCE Inc. common shares
equal to the non-employee directors credit
balance under the BCE Directors Share Unit
Plan, less any applicable withholding taxes
and other source deductions, and such shares
are then delivered to the departing director.

Report on Officers Compensation

COMPENSATION POLICY

The objectives of our executive compensation
policy are to assist in attracting and
retaining executives, and to motivate them to
achieve and surpass individual and group
performance objectives consistent with
creating shareholder value and advancing Bell
Canadas corporate success through providing
state-of-the-art telecommunication services to
its customers. Our compensation philosophy is
to offer total compensation based on a
comparator group of major Canadian and U.S.
companies.

Our compensation policy is similar to the
policy of BCE Inc. except that our short-term
incentive plans tie payouts to our specific
corporate objectives set out at the beginning
of each year. In addition, we have introduced
special incentive awards towards the
achievement of specific financial targets for
2002 and 2003 as mentioned on page 29.

A substantial portion of the executives
annual cash compensation is tied to the
attainment of corporate performance
objectives. In addition, we have in place
long-term incentive programs consisting
principally of stock option plans which align
executive and shareholder interests and
provide an incentive for executives to pursue
growth opportunities for Bell Canada by
enabling them to participate in the
appreciation in share value. Long-term
incentive programs serve both as a retention
tool and as a compensation element.

The MRNC in 2002 and the MRCC (since
January 1, 2003) periodically reviews our
executive compensation policy, generally to
ensure that it continues to be effective in
meeting the objectives set out above. In this
document, the officers whose compensation is
set forth under the Summary Compensation Table
are referred to as the Named Executive
Officers of Bell Canada.

TOTAL COMPENSATION

Total compensation is comprised of four elements:



| |  |  | base salary                       
| | - |  | ----------------------------------
|
| |  |  | annual short-term incentive awards
|
| |  |  | long-term incentives              
|
| |  |  | benefits and perquisites.         

Bell Canada
   28    2002 Annual Information
Form



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##### Table of Contents



Total compensation is compared to a group
of widely-held Canadian and U.S. companies.
For 2002, this comparator group consisted of
twenty-two North-American publicly-traded
companies including large capitalization
Canadian companies and U.S. companies in the
telecommunications industry. This comparator
group of companies is reviewed periodically to
ensure its continued relevance.

Our total compensation levels reflect
both the marketplace (to ensure
competitiveness) and the responsibility of
each position (to ensure internal equity). The
total compensation policy is positioned at the
middle value of what is offered in the market
for similar positions. This means that 50% of
the companies in the comparator group pay more
and 50% pay less. Actual total compensation of
our executives is positioned between the 50th
and 75th percentile of what is offered for
similar positions in the comparator group
depending on the level of individual
contribution and achievement of strategic
business objectives and financial targets. The
75th percentile means that 25% of the
companies pay more and 75% of the companies
pay less. With this total compensation
approach, each compensation element is
targeted to be at the middle value of what is
offered in the market and consequently, in
2002 the MRNC did not assign pre-determined
weighting to any of the compensation elements.

Mr. Sabia was appointed Chief Operating
Officer of Bell Canada in March 2002. He became
Chief Executive Officer of Bell Canada on May
2, 2002. In addition to performing these
functions, Mr. Sabia is President and Chief
Executive Officer of BCE Inc. since April 24,
2002. Prior to that, he was Executive
Vice-President of BCE Inc. and became President
and Chief Operating Officer of BCE Inc. in
March 2002. His 2002 compensation was
determined by BCE Inc.s Board of Directors in
accordance with BCE Inc.s compensation
policies and paid by BCE Inc.

Mr. Monty resigned as Chairman and Chief
Executive Officer of Bell Canada and Chairman
and Chief Executive Officer of BCE Inc. on May
2, 2002 and April 24, 2002, respectively.
Until his retirement on July 1, 2002, he
remained on salary continuation with benefits.
His 2002 compensation and the terms of his
retirement were determined by BCE Inc.s Board
of Directors in accordance with BCE Inc.s
compensation policies and pre-existing
contractual arrangements and paid to him by
BCE Inc.

Pursuant to a management services
agreement entered into by BCE Inc. and Bell
Canada, Bell Canada is required to reimburse
BCE Inc. for 65% of Mr. Sabias total
compensation and 50% of Mr. Montys total
compensation.

Mr. Sabias annual salary as President
and Chief Executive Officer of BCE Inc. and
Chief Executive Officer of Bell Canada was set
for 2002 at $1,000,000 and Mr. Sabia received
a short-term incentive award for 2002 of
23,222 share units based on $650,000. Mr.
Montys 2002 salary as Chief Executive Officer
was set at $1,385,000 per year. No short-term
incentive award was paid to Mr. Monty in 2002.

Information on Messrs. Sabia and Montys
compensation can be found in BCE Inc.s. 2003
Management Proxy Circular dated March 13, 2003
relating to BCE Inc.s 2003 Annual Meeting
(the Management Proxy Circular).

Base Salary

For 2002, the MRNC determined the base salary
of each officer within a salary range. Such
range is established by setting the minimum
and maximum of the range at 20% below and 20%
above the mid-point. The mid-point of a given salary
range corresponds to the salary that reflects
the middle value of the salaries paid by the
comparator group for positions with similar
responsibilities.

Annual Short-Term Incentive Awards

The MRNC had established for 2002 target
amounts of 35 % of the base salary for the
lowest eligible officer position to 60 % for
the President. With respect to the Named
Executive Officers, the minimum target award
was 50%.

The actual amount of an officers
short-term incentive award is based upon two
factors for 2002:



| |  |  | corporate performance  this is
determined on the basis of financial targets,
including Bell Canadas EBITDA, revenues and
quantifiable customer value indicators set by
the Board; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | individual contribution  this is
evaluated on the basis of criteria which
affect the performance of the business unit of
the officer.                                                 

Actual awards may vary between zero and
two times the target amounts depending on
achievement of the above objectives. In most
instances, awards for a given performance year
are only paid at the beginning of the
following year.

Executive Officers who are eligible to
participate in the BCE Inc. Share Unit Plan
for Senior Executives and Other Key Employees
(1997) (the Executive Share Unit Plan) can,
prior to the end of the year preceding the
year of payment, elect to receive up to 100%
of their annual short-term incentive awards in
the form of share units (see Share Unitson
page 31) or have up to 100% of their annual
short-term incentive awards contributed to the
Employees Profit Sharing Plan (the Profit
Sharing Plan). Contributions to the Profit
Sharing Plan permit tax on the incentive award
to be paid by the time of filing an income tax
return for the year of contribution. Election
to receive the award in the form of share
units can be used as a means to achieve
mandatory minimum share ownership levels as
described under Share Ownership Guidelineson
page 31.

In November 2001, the Board of Bell
Canada introduced a special one-year incentive
for all Bell Canada management employees, to
recognize the degree of difficulty linked to
2002 Bell Canada EBITDA objectives in a period
of economic uncertainty. The Named Executive
Officers were eligible to receive up to an
additional 33% of their 2002 annual short-term
incentive award. However, as the Bell Canada
EBITDA objectives were not met, no payments
were made with respect to this special
one-year incentive program.

Two-Year Bell Canada Capital Efficiency Incentive Plan

A two-year incentive plan designed to reward
executives of Bell Canada for reducing capital
intensity, expressed as capital expenditures
over revenues, was introduced for 2002 and
2003. All Named Executive Officers are
eligible for this incentive. The capital
intensity targets were approved by the Board
of Bell Canada in November 2001.

Upon achievement of 2002 and/or 2003
targets, payments will be made in 2004 at the
time short-term incentive awards are normally
paid. The maximum payout for fully achieved
2002 and 2003 objectives are 50% and 65%,
respectively, of the short-term incentive
target. The total aggregate maximum potential
payout is 115% of the short-term incentive
target to be calculated using the base salary
and short-term

Bell Canada    29    2002 Annual Information
Form



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##### Table of Contents



incentive target in effect at the end of 2003,
subject to the executive maintaining
satisfactory individual performance until
payment. Given the new emphasis in the BCE
group and in the telecommunications industry
from a focus on capital intensity to a focus
on free cash flow, the plan was modified in
early 2003 to change the capital intensity
target for the year 2003 to a free cash flow
target. For more information, see Capital
Efficiency Incentive Planon page 32.

Long-Term Incentives

STOCK OPTIONS

BCE Inc. maintains stock option programs for
key employees of BCE Inc. and its subsidiaries
(such stock option programs being herein
collectively referred to as the BCE Stock
Option Program). Bell Canada officers are
eligible to participate in the BCE Stock
Option Program. The following describes the
BCE Stock Option Program as it applied to Bell
Canada officers for 2002.

Grant levels depend on the position of
the incumbent and the appropriate level of
total compensation relative to the market
based on individual contribution. Grant levels
are set to bring the total compensation
between the 50th and 75th percentile, as
previously discussed on page 28 under Total
Compensation. The number of options granted is
calculated by dividing the value of the grant
by the market value of BCE Inc.s common
shares on the day prior to the effective date
of the grant of the options (Subscription
Price). In addition, special grants of stock
options may be approved to recognize singular
achievements or, exceptionally, to retain and
motivate officers and key employees (Special
Grants).

The term of an option is normally ten
years from the date of the grant except in the
case of retirement, cessation of employment,
death or an optionees employer ceasing to be
BCE Inc. or a subsidiary of BCE Inc. In such
instances, the term may be reduced in
accordance with the provisions of the BCE
Stock Option Program or in accordance with
decisions made from time to time by the BCE
MRCC following a recommendation made to that
effect by the Bell Canada MRCC.

Stock option awards are recommended by
the BCE MRCC to the Board of Directors of BCE
Inc., following a request to that effect from
the Bell Canada MRCC, supported by the Bell
Canada Board.

Except as indicated below, the right to
exercise an option accrues by 25% annual
increments over a period of four years from
the date of grant, unless otherwise determined
by the BCE MRCC at the time of grant. For
Special Grants, the right to exercise may
accrue over a longer period of time.

The BCE Stock Option Program was modified
in 1999 to provide special vesting provisions
in the event of a Change of Control (as
defined below) of BCE Inc. If a Change of
Control of BCE Inc. occurs and an optionees
employment is terminated by BCE Inc. or Bell
Canada other than for cause or by the optionee
for good reason (Unjustified Termination)
within 18 months following such Change of
Control, the options then held by such
optionee with respect to which the right to
exercise has not yet accrued (unvested
options) become exercisable in full for a
period of 90 days as of the date of
termination, or such longer period as the BCE
MRCC may determine. Change of Control is
defined, in essence, as:



| |  |  | an offeror acquiring 50% or more of the
outstanding securities of a class of voting or
equity securities of BCE Inc.                                                                                                                                                            
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | certain changes to the composition of the
majority of the Board of BCE Inc. such as
those which may result from a dissident proxy
solicitation                                                                                                                                  
|
| |  |  | the approval by the shareholders of BCE Inc.
of plans or agreements providing for the
disposition of all or substantially all the
assets of BCE Inc., the liquidation or
dissolution of BCE Inc. or, in certain cases,
the merger, consolidation or amalgamation of
BCE Inc., or
|
| |  |  | such other event as the BCE MRCC may
determine to be a Change of Control in its
sole discretion.                                                                                                                                                                              

Options held by an optionee principally
employed by Bell Canada or such other BCE Inc.
subsidiary identified by the BCE MRCC (a
Designated Business Unit), with respect to
which the right to exercise has not yet
accrued will, in the event that BCE Inc.
ceases to hold at least a 50% interest but
continues to hold at least a 20% interest in
such Designated Business Unit, become
exercisable in the same manner as described
above with respect to a Change of Control. The
exercisability of such options is conditional
upon the employment of the optionee being
terminated in a manner which constitutes an
Unjustified Termination within 18 months
following the decrease in BCE Inc.s interest
in the Designated Business Unit. Options held
by an optionee principally employed in a
Designated Business Unit with respect to which
the right to exercise has not yet accrued
will, in the event that BCE Inc. ceases to
hold at least a 20% interest in such
Designated Business Unit, become exercisable
in full, effective upon the earlier of (a) one
year following the occurrence of such event or
(b) the date of an Unjustified Termination of
the optionee. Such options are exercisable for
a period of 90 days or such longer period as
the BCE MRCC may determine.

Options granted since 2001 provide that,
should the holder cease to be employed by BCE
Inc. or its subsidiaries (including Bell
Canada) and subsequently engage in Unfair
Employment Practices (which includes using
confidential information for the benefit of a
subsequent employer), all then unexercised
options forfeit, and, in addition, the holder
must reimburse to BCE Inc. the after tax
profit realized upon any option exercised in
the preceding twelve months.

The exercise price payable for each
common share covered by an option is at least
equal to the Subscription Price. The BCE MRCC,
in certain circumstances, may set, at time of
grant a higher exercise price. Subject to any
required approval of the stock exchanges on
which the common shares of BCE Inc. are listed
and posted for trading, the BCE MRCC may also
set an exercise price below the Subscription
Price. This would occur where an option to
acquire shares of a subsidiary of BCE Inc. or
of a company which is proposed to become a
subsidiary of BCE Inc. is converted into an
option to acquire common shares of BCE Inc.
with an exercise price set so as to preserve
the economic position of the optionee.

Prior to November 1999, simultaneously
with the granting of an option, rights to a
Special Compensation Payment (SCP) may have
been granted by the optionees employer. A SCP
is a cash payment representing the excess of
the market value of the shares on the date of
exercise over their Subscription Price. SCPs,
if any, are attached to options and are
triggered when the options are exercised.

Bell Canada
   30    2002 Annual Information
Form



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##### Table of Contents



The stock option plan of Aliant, one of
our subsidiaries, in which Mr. Wetmore
participated as President and Chief Executive
Officer until the end of February 2002 is
substantially similar to the BCE Stock Option
Program with the exception that the right to
exercise options, rather than accruing by 25%
annual increments over a period of four years
from the date of grant, accrues by 331/3%
annual increments over a period of three years
from the date of grant. For additional
information on the Aliant Stock Option Plan,
refer to Aliants most recent management proxy
circular filed with Canadian securities
regulatory authorities.

Effective January 1, 2003, Bell Canada
adopted the fair value method of accounting
for stock option compensation on a prospective
basis.(1) The number of options granted to
Bell Canada officers each year is linked to
the degree of achievement of the prior years
Economic Profit Target. If the Economic Profit
Target is missed by more than 10%, the option
grants are reduced by 50% from normal grant
levels. If the Economic Profit Target is
exceeded, this will result in an award of 110%
of the normal grant. Based on the achievement
of the 2001 Economic Profit Target, Bell
Canada officers received 100% of the normal
grant in February 2002. The number or value of
outstanding options held by an officer are not
taken into account when making option grants.

SHARE UNITS

To increase the alignment of executive and
shareholder interests, BCE Inc. established
the Executive Share Unit Plan pursuant to
which share units (Units), each one being
equivalent in value to one BCE Inc. common
share, may be awarded to certain officers and
other key employees of BCE Inc. and of certain
BCE Inc. subsidiaries (the Participants).
Bell Canada officers, including the Named
Executive Officers, are eligible to
participate in the BCE Inc. program. Unit
awards may be annual awards or may be special
awards to recognize singular achievements or
to motivate officers or other key employees to
achieve certain corporate objectives.

On each BCE Inc. common share dividend
payment date, additional Units are credited to
the account of each Participant in an amount
equivalent to dividends on outstanding BCE
Inc. common shares. Following cessation of
employment of a Participant, Units are paid,
after remittance of applicable withholding
taxes, in BCE Inc. common shares purchased on
the open market.

There are no vesting conditions under the
terms of the Executive Share Unit Plan.
Furthermore, the number and terms of
outstanding Units are not taken into account
when determining whether and how many new
Units will be awarded.

The Executive Share Unit Plan allows
eligible officers to elect to be paid up to
100 % of their annual short-term incentive
award in the form of Units in lieu of being
paid in cash. Thus, once the Bell Canada MRCC
approves the annual short-term incentive award
based on the factors described under Annual
Short-Term Incentive Awards, on the basis of
the election of the eligible officer, the BCE
MRCC establishes the number of Units to be
granted and then makes its recommendations to
the BCE Inc. Board of Directors. This election
can be used as a means to achieve mandatory
minimum share ownership levels as described
below under Share Ownership Guidelines.

SHARE OWNERSHIP GUIDELINES

Our compensation programs emphasize share
ownership. Officers of Bell Canada are
required to attain specified share ownership
levels (through common shares or Units) over a
five-year period with the objective that 50%
of those target levels will be reached within
three years. Such levels are expressed as a
percentage of annual base salary and range
from 200% to 500% depending on the officer
position:



| |  |  | Chief Executive Officer: 500%                                       
| | - |  | --------------------------------------------------------------------
|
| |  |  | Heads of Line of Business: 300%                                     
|
| |  |  | Business Unit Presidents/Chief Officers/Senior Vice-Presidents: 200%

Participation in the following BCE Inc.
plans can contribute to the attainment of the
minimum share ownership target levels:



| |  |  | Executive Share Unit Plan described above                                                                                                                                                  
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Employees Savings Plan described on
page 34 in footnote (7) of the Summary
Compensation Table (Table S.1)                                                                                 
|
| |  |  | Shares acquired pursuant to the exercise
of stock options granted under the BCE
Stock Option Program described on page 30
under STOCK OPTIONS, for as long as they
are held by the officer.

CONCLUSION

It is our view that the total compensation of
the Named Executive Officers for 2002 was
appropriate and well positioned compared to
the total compensation of our comparator
group. We believe that it was also consistent
with our compensation policy of linking an
important portion of our executives cash
compensation to the attainment of corporate
performance objectives and the creation of
shareholder value. Given that the corporate
objectives were not fully achieved in 2002,
the annual short-term incentives paid to the
Named Executive Officers were below target,
except for Mr. Marier for whom the bonus was
paid at target level as a special matter
agreed by the Board in July 2002. Overall, we
are confident that our compensation approach
has allowed us to attract, motivate and retain
officers while aligning the interests of
shareholders and officers.

REPORT PRESENTED FEBRUARY 25, 2003
BY THE MEMBERS OF THE MRCC
P.M. TELLIER, CHAIRMAN
B.M. LEVITT
J.H. McARTHUR
V.L. YOUNG



---

|(1) |  | In December 2002, Bell Canada announced that effective January 1, 2003, it
will account for employee stock options by measuring the compensation cost for
options granted on or after January 1, 2002 under the fair value-based method
of accounting, using a Black-Scholes option pricing model. As a result of
applying this new accounting policy, Bell Canada expects to record operating
expenses of approximately $17 million to $21 million in 2003.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Bell Canada
   31    2002 Annual Information
Form



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##### Table of Contents



EXECUTIVE COMPENSATION TABLE

Table S.1 sets forth the compensation for the
financial years ended December 31, 2002, 2001
and 2000, for the four most highly compensated
executive officers of Bell Canada serving as
such on December 31, 2002, other than Messrs.
Sabia and Monty who occupied the position of
Chief Executive Officer during 2002.
Information on their compensation, stock
options and pension arrangements can be found
in BCE Inc.s Management Proxy Circular.

CAPITAL EFFICIENCY INCENTIVE PLAN

Table S.2 illustrates potential future payouts
to the participating Named Executive Officers
under the Bell Canada Capital Efficiency
Incentive Plan established in 2002 and as
amended in the early part of 2003. For a
description of the terms of the Plan, refer to
Two-Year Bell Canada Capital Efficiency
Incentive Planon page 29.

STOCK OPTIONS

Table S.3 sets forth individual grants of
stock options under the BCE Inc. Stock Option
Program and the Aliant Stock Option Plan
during the financial year ended December 31,
2002 to each of the Named Executive Officers.

Table S.4 sets forth details of all
exercises of stock options by each of the
Named Executive Officers under the BCE Inc.
Stock Option Program during the financial year
ended December 31, 2002, and the financial
year-end value of unexercised options of each
issuer on an aggregate basis for each Named
Executive Officer.

PENSION ARRANGEMENTS

Named Executive Officers participate in Bell
Canadas non-contributory defined benefit
pension plan (the Pension Plan), other than
Mr. Wetmore whose pension arrangements with
BCE Inc. and Aliant are described below. In
addition, Named Executive Officers enter into
supplementary executive retirement plans
(SERPs). Table S.5 shows estimated annual
pension benefits payable, under the Pension
Plan and SERPs, upon retirement on December
31, 2002, at age 65, to Named Executive
Officers in specified average earnings and
service classifications. In no case may an
eligible officer receive under the basic
Pension Plan and the SERP an annual aggregate
pension benefit from Bell Canada and its
affiliated companies in excess of 70% of
average pensionable earnings.

Benefits shown in Table S.5 are not
subject to any deductions for government
benefits or other offset amounts. The benefits
are partially indexed annually to increases in
the Consumer Price Index but in no case can
indexation exceed 4%.

The following describes the pensions
payable to the eligible Named Executive
Officers under the Pension Plan, as
supplemented by the SERPs:



| |  |  | pensions are based on pensionable service
and the one-year average of the best
consecutive 36 months of pensionable earnings.
Pensionable earnings include salary and
short-term incentive awards, up to the target,
whether paid in cash or in Units. The
inclusion of such awards is subject to a
maximum limit                                                                                                    
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | eligible Named Executive Officers are
credited with 1.5 year of pensionable service
for each year of service as an officer of BCE
Inc. or of a subsidiary or associated company
of BCE Inc. Pensionable service may include
additional years of service credit pursuant to
any special arrangement extended by the Board                                                                                             
|
| |  |  | pensions are payable for life with a spousal
survivor benefit entitlement of approximately 60% of
the pension payable to the Executive                                                                                                                                                                                                                                                                               
|
| |  |  | a retirement allowance equal to one years
base salary is payable at time of retirement.
This amount is not included in computing the
officers pensionable earnings                                                                                                                                                                                                                                                 
|
| |  |  | eligible officers generally become eligible
to SERP benefits upon reaching: (i) age 55 or
more and the sum of age and service equals or
exceeds 85; (ii) age 60 or more and the sum of
age and service equals or exceeds 80; or (iii)
age 65 and 15 years of service. For purposes
of this paragraph, service excludes the
additional 0.5 year of pensionable service
credited for each year of service as an
officer
|
| |  |  | for purposes of computing their total
retirement benefits, as of December 31, 2002,
Mr. Sheridan had 27.2 years of credited
service, Mr. Marier 36.6 years and Mr.
Southwell 35.7 years.                                                                                                                                                                                                                             

Under his SERP with BCE Inc., Mr.
Wetmore, age 50, will be eligible for
retirement at age 55. His BCE Inc. pension
inclusive of pension benefits earned with
Aliant, will equal 25% of average pensionable
earnings if he retires at age 55, 40% at age
60 and 55% at age 65, respectively.

TERMINATION AND OTHER EMPLOYMENT ARRANGEMENTS

For Mr. Wetmore, the terms of his employment
with Bell Canada provide that the provisions
dealing with termination other than for cause
of his employment agreement with Aliant will
be honoured until February 1, 2004. On that
date, a similar agreement will then replace
the current arrangement and will provide, in
the event of a termination other than for
cause, for a severance payment equal to two
times (rather than the current three times)
annual salary and bonus. For a description of
such arrangements with Aliant, refer to
Aliants 2003 management proxy circular filed
with Canadian securities regulatory
authorities. For Mr. Sabia, refer to BCE
Inc.s Management Proxy Circular.

OFFICERS AND DIRECTORS INDEBTEDNESS

Sarbanesprovides that a company may not
directly or indirectly, including through a
subsidiary, extend or maintain credit, arrange
for the extension of credit, or renew an
extension of credit, in the form of a personal
loan to or for any director or officer of that
company. We have not granted loans as
understood under this broad definition to any
current directors or officers or to persons
who have held such positions during the last
financial year or their associates.

Bell Canada
   32    2002 Annual Information
Form



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##### Table of Contents



TABLE S.1 SUMMARY COMPENSATION TABLE

|                                       |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |              |           |  |                  |  |            |   |                    |   |  |         |  |         | 
|-------------------------------------- | ---- |  | ---- |  | ------ | ------------------- | ------- | ----- | ------------ | --------- | ------- | ---------------------- | ---------------- | ------------ | ------------ | --------- |  | ---------------- |  | ---------- | - | ------------------ | - |  | ------- |  | ------- | 
|                                       |      |  |      |  |        | Annual Compensation |         |       |              |           |         | Long-Term Compensation |                  |              |              |          
|                                       |      |  |      |  |        |                     |         |       |              |          
|                                       |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |              |           |  |                  |  | Awards     |   |                    |   | 
|                                       |      |  |      |  |        |                     |         |       |              |          
|                                       |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |              |           |  | Securities Under |  | Restricted |   |                    |   | 
|                                       |      |  |      |  |        |                     |         |       |              |           |         | Other Annual           |                  | Options/SARs |              | Shares or |  | All Other       
|Name and Principal                     |      |  |      |  | Salary |                     |         | Bonus | Compensation |           | Granted |                        | Restricted Share |              | Compensation
|Position(1)                            | Year |  | $    |  | $      |                     |         | $(2)  |              | (#)(3)(4) |         | Units
($)(5)(6)        |                  | $(7)        
|                                       |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |             
|J.W. Sheridan                          |      |  | 2002 |  |        |                     | 711,398 |       |              |           | 305,620 |                        |                  |              |              | 90,071    |  |                  |  | 530,000    |   |                    |  |  |         |  | 93,249  | 
|President and
Chief Operating Officer, |      |  | 2001 |  |        |                     | 600,000 |       |              |           | 720,000 |                        |                  |              |              | 259,928   |  |                  |  | 200,000    |   |                    |  |  |         |  | 90,701  | 
|Bell Canada                            |      |  | 2000 |  |        |                     | 489,248 |       |              |           |        |                        |                  |              |              | 929,711   |  |                  |  | 200,379    |   | 17,712 Share Units |   |  | 289,321 | 
|                                       |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |              |           |  |                  |  |            |   | based on $720,000  |   |  |         | 
|S. G. Wetmore                          |      |  | 2002 |  |        |                     | 591,731 |       |              |           | 146,700 |                        |                  |              |              | 61,154    |  |                  |  | 395,000    |   |                    |  |  |         |  | 652,147 | 
|Vice Chairman, Corporate,              |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |              |           |  | 60,832 (Aliant)  |  |            |   |                    |   |  |         | 
|Bell Canada                            |      |  | 2001 |  |        |                     | 524,865 |       |              |           | 256,861 |                        |                  |              |              | 1,119,151 |  | 72,164 (Aliant)  |  |            |  |                    |   |  |        | 
|Executive Vice-President,
BCE Inc.     |      |  | 2000 |  |        |                     | 498,953 |       |              |           | 276,000 |                        |                  |              |              | 300,000   |  | 121,355 (Aliant) |  |            |  |                    |   |  |        | 
|G. Marier                              |      |  | 2002 |  |        |                     | 436,667 |       |              |           | 220,000 |                        |                  |              |              |          |  |                  |  | 89,581     |   |                    |  |  |         |  | 12,048  | 
|President  Bell Québec                |      |  | 2001 |  |        |                     | 415,000 |       |              |           | 263,000 |                        |                  |              |              | 364,827   |  |                  |  | 97,122     |   | 1,453 Share Units  |   |  | 10,882  | 
|                                       |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |              |           |  |                  |  |            |   | based on $58,800   |   |  |         | 
|                                       |      |  | 2000 |  |        |                     | 387,500 |       |              |           |        |                        |                  |              |              | 2,098,889 |  |                  |  | 93,448     |   | 8,856 Share Units  |   |  | 727,925 | 
|                                       |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |              |           |  |                  |  |            |   | based on $360,000  |   |  |         | 
|D.A. Southwell                         |      |  | 2002 |  |        |                     | 433,333 |       |              |           | 167,200 |                        |                  |              |              | 94,797    |  |                  |  | 89,581     |   |                    |  |  |         |  | 23,931  | 
|President  Network
Operations         |      |  | 2001 |  |        |                     | 387,500 |       |              |           | 335,400 |                        |                  |              |              | 292,195   |  |                  |  | 92,496     |   | 1,977 Share Units  |   |  | 14,142  | 
|                                       |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |              |           |  |                  |  |            |   | based on $80,000   |   |  |         | 
|                                       |      |  | 2000 |  |        |                     | 346,408 |       |              |           |        |                        |                  |              |              | 565,004   |  |                  |  | 80,098     |   | 7,318 Share Units  |   |  | 11,435  | 
|                                       |      |  |      |  |        |                     |         |       |              |           |         |                        |                  |              |              |           |  |                  |  |            |   | based on $297,500  |   |  |         | 



|(1) |  | Mr. Sheridanwas appointed President of Bell Ontario on January 1, 1999,
Vice-Chair, Market Groups, Bell Canada on January 27, 2000 and President, Bell
Canada on October 25, 2000. On May 2, 2002, he was appointed President and
Chief Operating Officer of Bell Canada. His entire compensation is determined
by Bell Canadas Board of Directors in accordance with Bell Canadas
compensation policies and paid by Bell Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Mr. Wetmorewas appointed Vice-Chairman, Corporate of Bell Canada on March 1,
2002 and also Executive Vice-President of BCE Inc. on May 2, 2002. From April
22, 1999 to February 28, 2002, Mr. Wetmore was President and Chief Executive
Officer of Aliant, which became a subsidiary of BCE Inc. on April 27, 2000. Mr.
Wetmores compensation was paid by Aliant until March 1, 2002 in accordance
with Aliants compensation policies and, for the remainder of the year, paid by
Bell Canada in accordance with Bell Canadas compensation policies. The
principal terms of his employment with BCE Inc. are described under Pension
Arrangementsand Termination and Other Employment Arrangementson page 32,
respectively. All figures included in this table for the year 2000 show the
total compensation received by Mr. Wetmore during the whole year 2000,
including the period before Aliant became a subsidiary.
|   
|    |  | Mr. Marierwas appointed President of Bell Québec on January 1, 1999 and
Executive Vice-President of Bell Canada on October 15, 2001. Since October 25,
2001, Mr. Marier also performs the functions of President of Bell Québec on an
interim basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Mr. Southwellwas appointed Chief Technology Officer of Bell Canada in January
1999 and President, Network Operations of Bell Canada on January 27, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(2) |  | In the case of Mr. Sheridan, Other Annual Compensation refers to the
gains from the exercise of SCPs attached to BCE Inc. options under the BCE
Stock Option Program in the amounts of $929,711, $259,928 and $90,071 for 2000,
2001 and 2002, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | In the case of Mr. Wetmore, Other Annual Compensation consists of an amount
of $61,154 paid by Aliant in 2002 in lieu of vacation. For 2001, it includes an
amount of $1,119,151 which relates to the sale to Aliant of Aliant stock
options received further to the conversion of a previous option grant awarded
by NewTel Enterprises Limited (one of the predecessor companies which formed
Aliant in May 1999), under the terms of the employment agreement between Mr.
Wetmore and Aliant. The amount of $300,000 included in Other Annual
Compensation for 2000 refers to a supplementary bonus paid by Aliant to Mr.
Wetmore in recognition of his contribution to the success of the Aliant merger.                                                                                                                                                                                                           
|   
|    |  | In the case of Mr. Marier, Other Annual Compensation refers to the gains from
the exercise of SCPs attached to BCE Inc. options under the BCE Stock Option
Program in the amounts of $2,098,889 and $364,827 for 2000 and 2001,
respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | In the case of Mr. Southwell, Other Annual Compensation refers to the gains
from the exercise of SCPs attached to BCE Inc. options under the BCE Stock
Option Program in the amounts of $565,004, $292,195, $94,797 for 2000, 2001
and 2002, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | No amount is included in this table for perquisites and other personal
benefits as they amount to less than the $50,000 disclosure threshold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(3) |  | These represent options granted under the BCE Stock Option Program which is
described under STOCK OPTIONS on page 30. For Mr. Wetmore, also included are
options granted by Aliant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | In 2002, Mr. Sheridanreceived, in addition to an annual grant of 230,000
options, a special grant of 300,000 options with 20% vesting per year over five
years serving to recognize a valuable contribution and important future
challenges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   

Bell Canada
   33    2002 Annual Information Form



---



##### Table of Contents





|    |  | In 2002, Mr. Wetmorereceived, in addition to his hiring grant of 170,000
options, a special grant of 225,000 options with 20% vesting per year over five
years serving to recognize a valuable contribution and important future
challenges. The options shown for 2000 and 2001 were granted under the Aliant
Stock Option Plan. In 2000, Mr. Wetmore was granted 100,000 Aliant stock
options to become exercisable at such time as a pre-determined share price was
reached. None of these options have vested and they were cancelled upon his
appointment at Bell Canada. For a more detailed description of this special
grant, refer to Aliants 2002 management proxy circular filed with Canadian
securities regulatory authorities. All other non-vested Aliant options continue
to vest based on Aliants vesting schedule.                                                                                                                                               
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Freestanding Stock Appreciation Rights (SARs) are not granted under the BCE
Stock Option Program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(4) |  | For 2000, the numbers shown in this table represent the number of
securities under new options in 2000 under the BCE Stock Option Program and
under the Aliant Stock Option Plan, as the case may be, and do not include the
numbers of BCE Replacement Options or Nortel Replacement Options (as defined
below) granted in connection with the distribution by BCE Inc. of its ownership
interest in Nortel Networks on May 1, 2000. Options to acquire BCE Inc. common shares outstanding on May 1, 2000 were cancelled and replaced
by (a) options to acquire an equal number of BCE Inc. common shares on the same
terms and conditions as the original options (BCE Replacement Options) and
(b) options to acquire approximately 1.57 post-split common shares of Nortel
Networks (Nortel Replacement Options) with exercise prices established so as
to preserve the economic value of the option originally granted.                                                     
|   
|    |  | The SCPs attached to options granted prior to November 1999 under the BCE Stock
Option Program and still outstanding at the time of the Nortel Networks common
share distribution were adjusted accordingly and remained the responsibility of
BCE Inc. and/or its subsidiaries. SCPs are triggered when the options to
acquire BCE Inc. common shares or Nortel Networks common shares, as the case
may be, are exercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(5) |  | Units which are equivalent in value to BCE Inc. common shares were awarded.
The number of Units awarded was determined on the basis of the closing price of
BCE Inc. common shares on The Toronto Stock Exchange on the day prior to the
effective date of the award of Units. The dollar amount included in the Summary
Compensation Table represents the pre-tax value of the Units at the time of the
award. On each BCE Inc. common share dividend payment date, additional Units
are credited to the account of the Named Executive Officers in an amount
equivalent to dividends on outstanding BCE Inc. common shares. For further
information, see SHARE UNITS on page 31. Aggregate holdings of Units and their
value as at December 31, 2002 based on a common share market price of $28.50
are as follows: Mr. Sheridan: 18,930 Units with a value of $539,527, Mr.
Marier: 20,680 Units with a value of $589,380 and Mr. Southwell: 9,903 Units
with a value of $282,236.
|   
|(6) |  | The numbers of Units originally awarded have been adjusted to reflect the
arrangements entered into in connection with the distribution of the interest
in Nortel Networks described in footnote (4) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(7) |  | All Other Compensation for Messrs. Sheridan, Wetmore, Marier and
Southwell includes company contributions under the BCE Inc. Employees Savings
Plan (1970). Under this plan, employees of Bell Canada, including the Named
Executive Officers, are eligible to make a basic contribution towards the
purchase of BCE Inc. common shares of up to 6% of their base salary and
short-term incentive awards matched by Bell Canada contribution of $1 for every
$3 contributed by the employee. All Other Compensation also includes payments
for life insurance premiums.                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | In the case of Mr. Sheridan, All Other Compensation also includes an amount
of $75,000 which was paid by Bell Canada in each of 2000, 2001 and 2002 with
respect to Mr. Sheridans relocation from Ottawa to Toronto to compensate for
the market differential as well as gains from the exercise of SCPs under the
BCE Stock Option Program attached to Nortel Replacement Options received as a
result of the arrangement described in footnote (4) above and exercised in
2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | In the case of Mr. Wetmore, All Other Compensation also includes primarily an
amount of $600,000 paid by Aliant in 2002, which represents a portion of the
retention bonus of $950,608, awarded in connection with the merger of the
predecessor companies which formed Aliant in May 1999. Also included is an
amount of $22,218 paid by Aliant in 2002 and representing the remainder of an
outstanding relocation allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | In the case of Mr. Marier, All Other Compensation also includes gains from
the exercise of SCPs under the BCE Stock Option Program attached to Nortel
Replacement Options received as a result of the arrangement described in
footnote (4) above and exercised in 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | In the case of Mr. Southwell, All Other Compensation also includes an amount
of $12,726 which was paid by Bell Canada in 2002 as a relocation allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

TABLE S.2 CAPITAL EFFICIENCY INCENTIVE PLAN

Awards in most recently completed year

|                   |  |                   |   |                      |  |               |  |          |   |                                  |  |   |         |  |  |   |         |  |  | 
|------------------ |  | ----------------- | - | -------------------- |  | ------------- |  | -------- | - | -------------------------------- |  | - | ------- |  |  | - | ------- |  |  | 
|                   |  |                   |   |                      |  |               |  |          |   | Estimated Future Payouts Under  
|                   |  |                   |   |                      |  |               |  |          |   | Non-Securities-Price-Based Plans
|                   |  | Securities, Units |   | Performance          | 
|                   |  | or Other Rights   |   | Other Period Until   |  | Threshold     |  | Target   |   | Maximum                         
|Name               |  | (#)               |   | Maturation or Payout |  | ($ or #)      |  | ($ or #) |   | ($ or #)                        
|                   |  |                   |   |                      |  |               |  |          |   |                                 
|John. W. Sheridan  |  |                   |  |                      |  | March 1, 2004 |  |          | 0 |                                  |  | $ | 672,750 |  |  | $ | 672,750 | 
|Stephen G. Wetmore |  |                   |  |                      |  | March 1, 2004 |  |          | 0 |                                  |  | $ | 493,600 |  |  | $ | 493,600 | 
|Guy Marier         |  |                   |  |                      |  | March 1, 2004 |  |          | 0 |                                  |  | $ | 258,750 |  |  | $ | 258,750 | 
|David A. Southwell |  |                   |  |                      |  | March 1, 2004 |  |          | 0 |                                  |  | $ | 258,750 |  |  | $ | 258,750 | 



---

|(1) |  | Both the Target and Maximum columns show the maximum potential payout
calculated on the basis of 115% (50% for 2002 and 65% for 2003 target
achievement) of short-term incentive award target for each Named Executive
Officer. Subject to the executives maintaining individual satisfactory
performance, 50% of that amount will be payable in March 2004 given that the
capital intensity target for 2002 has been achieved. The remaining portion of
the award is subject to the same condition and will only be paid if the free
cash flow target for 2003 is met, as described on page 29 under Two-Year Bell
Canada Capital Efficiency Incentive Plan.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Amounts for 2002 and 2003 are established using current base salary and target
bonus. Actual payments, if any, will be calculated using compensation data as
of December 31, 2003 and may be pro-rated to reflect time spent in an eligible
executive position.                                                                                                                                                                                                                                                                                                                                                                                              

Bell Canada
   34    2002 Annual Information Form



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##### Table of Contents



TABLE S.3    OPTION / SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

|                            |  |                   |         |                   |  |                 |     |                   |  |                       |       |                 |  |   |       |  |  |               |  | 
|--------------------------- |  | ----------------- | ------- | ----------------- |  | --------------- | --- | ----------------- |  | --------------------- | ----- | --------------- |  | - | ----- |  |  | ------------- |  | 
|                            |  |                   |         |                   |  | % of Total      |     |                   |  |                       |       | Market Value of |  |   |       | 
|                            |  | Securities        |         | Options/SARs      |  |                 |     |                   |  | Securities Underlying
|                            |  | Under             |         | Granted to        |  | Exercise or     |     | Options/SARs on   |  |                       |       |                
|                            |  | Options/SARs      |         | Employees in      |  | Base Price      |     | the Date of Grant |  | Expiration           
|Name                        |  | Granted (#)(1)(2) |         | Financial Year(2) |  | ($/Security)(3) |     | ($/Security)(2)   |  | Date                 
|                            |  |                   |         |                   |  |                 |     |                   |  |                      
|John W. Sheridan            |  |                   | 230,000 |                   |  |                 | 2.9 | %                 |  | $                     | 33.40 |                 |  | $ | 33.40 |  |  | Feb. 26, 2012
|John W. Sheridan            |  |                   | 300,000 | (4)               |  |                 | 3.7 | %                 |  | $                     | 25.60 |                 |  | $ | 25.60 |  |  | Aug. 6, 2012 
|Stephen G. Wetmore          |  |                   | 170,000 |                   |  |                 | 2.1 | %                 |  | $                     | 33.40 |                 |  | $ | 33.40 |  |  | Feb. 26, 2012
|Stephen G. Wetmore          |  |                   | 225,000 | (4)               |  |                 | 2.8 | %                 |  | $                     | 25.60 |                 |  | $ | 25.60 |  |  | Aug. 6, 2012 
|Stephen G. Wetmore (Aliant) |  |                   | 60,832  | (5)               |  |                 | 9.6 | %(6)              |  | $                     | 29.12 |                 |  | $ | 29.12 |  |  | Feb. 12, 2012
|Guy Marier                  |  |                   | 89,581  |                   |  |                 | 1.1 | %                 |  | $                     | 33.40 |                 |  | $ | 33.40 |  |  | Feb. 26, 2012
|David A. Southwell          |  |                   | 89,581  |                   |  |                 | 1.1 | %                 |  | $                     | 33.40 |                 |  | $ | 33.40 |  |  | Feb. 26, 2012



---

|(1) |  | Each option granted under the BCE Stock Option Program, or the Aliant
Stock Option Plan covers one common share of BCE Inc. or Aliant, respectively.
No rights to Special Compensation Payments were attached to options granted in
2002 to the Named Executive Officers under the BCE Stock Option Program, and
the Aliant Stock Option Plan. These stock option plans are described under
STOCK OPTIONS on page 30.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | As freestanding SARs are not granted, the numbers
relate solely to stock options.                                                                                                                                                                                                                                                                                                                                    
|   
|(3) |  | The exercise prices of the stock options outlined in this table are equal
to the closing prices of the common shares of BCE Inc. or Aliant, as the case
may be, on The Toronto Stock Exchange on the day prior to the effective date of
each grant of options.                                                                                                                                                       
|   
|(4) |  | These options vest over a five-year period, i.e., 20% per anum.                                                                                                                                                                                                                                                                                                                                                      
|   
|(5) |  | These options to purchase Aliants common shares were granted by Aliant
under the Aliant Stock Option Plan. Options vest in annual increments of 33 1/3% over a three-year period.                                                                                                                                                                                                                                   
|   
|(6) |  | Calculated based on total number of options granted in 2002 under the
Aliant Stock Options Plan.                                                                                                                                                                                                                                                                                                                     

TABLE S.4    AGGREGATED OPTION / SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
                         AND FINANCIAL YEAR-END OPTION / SAR VALUES

|                   |  |          |  |              |       |                |  |                            |        |                            |  |             |         |               |  |             |         |               |  |                      |  |  |           | 
|------------------ |  | -------- |  | ------------ | ----- | -------------- |  | -------------------------- | ------ | -------------------------- |  | ----------- | ------- | ------------- |  | ----------- | ------- | ------------- |  | -------------------- |  |  | --------- | 
|                   |  |          |  |              |       |                |  |                            |        |                            |  |             |         |               |  |             |         |               |  | Value of Unexercised
|                   |  |          |  | Securities   |       | Aggregate      |  | Unexercised                |        | "in-the-money"            
|                   |  |          |  | Acquired on  |       | Value          |  | Options/SARs at            |        | Options/SARs at           
|                   |  |          |  | Exercise (#) |       | Realized($)(1) |  | December 31, 2002(#)(2)(4) |        | December 31, 2002($)(2)(3)
|                   |  |          |  |              |       |                |  |                            |        |                           
|Name               |  | Issuer   |  |              |       |                |  |                            |        |                            |  | Exercisable |         | Unexercisable |  | Exercisable |         | Unexercisable
|                   |  |          |  |              |       |                |  |                            |        |                            |  |             |         |               |  |             |         |              
|John. W. Sheridan  |  | BCE Inc. |  |              | 5,100 |                |  |                            | 55,576 |                            |  |             | 141,080 |               |  |             | 826,182 |               |  |                     |  |  | 1,607,029 | 
|Stephen G. Wetmore |  | BCE Inc. |  |              |      |                |  |                            |       |                            |  |             |        |               |  |             | 395,000 |               |  |                     |  |  | 652,500   | 
|Stephen G. Wetmore |  | Aliant   |  |              |      |                |  |                            |       |                            |  |             | 144,133 |               |  |             | 149,133 |               |  | 989,169              |  |  |          | 
|Guy Marier         |  | BCE Inc. |  |              |      |                |  |                            |       |                            |  |             | 74,181  |               |  |             | 259,999 |               |  | 108,262              |  |  | 737,029   | 
|David A. Southwell |  | BCE Inc. |  |              | 7,425 |                |  |                            | 94,798 |                            |  |             | 59,532  |               |  |             | 250,461 |               |  |                     |  |  | 734,260   | 



---

|(1) |  | The aggregate value realized is calculated using the closing prices for a
board lot of common shares of BCE Inc., or Aliant, as the case may be, on The
Toronto Stock Exchange on the date of exercise, less the exercise price.
Excludes value received as a Special Compensation Payment which is disclosed in
the Summary Compensation Table under Other Annual Compensation and described
under STOCK OPTIONS on page 30.                                                                                                                                                                                             
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | As freestanding SARs are not granted, the
numbers relate solely to stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(3) |  | The value of unexercised in-the-money options is calculated using the
closing prices for a board lot of common shares of BCE Inc., or Aliant, as the
case may be, on The Toronto Stock Exchange on December 31, 2002, less the
exercise price of in-the-money options. In-the-money options are options
that can be exercised at profit, i.e., the market value of the shares is higher
than the price at which they may be bought from BCE Inc. or Aliant, as the case
may be.                                                                                                                                       
|   
|(4) |  | As disclosed under footnote 4 to the Summary Compensation Table, on May 1,
2000 each outstanding BCE Inc. option was cancelled and replaced by options to
acquire an equal number of common shares of BCE Inc. and options to acquire
common shares of Nortel Networks. The number of unexercised options and aggregate value of unexercised
in-the-money options for each executive officer shown in this table includes
the value of the BCE Replacement Options but does not include the value of
holdings of Nortel Replacement Options as BCE Inc. no longer holds a material
shareholding interest in Nortel Networks.

Bell Canada
   35    2002 Annual Information
Form



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##### Table of Contents



TABLE S.5    PENSION PLAN TABLE

|            |  |                        |          |    |  |    |           |  |  |   |           | 
|----------- |  | ---------------------- | -------- | -- |  | -- | --------- |  |  | - | --------- | 
|Pensionable |  | Credited Service Years
|Earnings    |  | 20                     |          | 30 |  | 40
|            |  |                        |          |    |  |   
|$ 500,000   |  |                        | $164,500 |    |  | $  | 240,900   |  |  | $ | 313,400   | 
|700,000     |  |                        | 323,500  |    |  |    | 340,500   |  |  |   | 443,000   | 
|900,000     |  |                        | 300,500  |    |  |    | 440,100   |  |  |   | 572,600   | 
|1,300,000   |  |                        | 436,500  |    |  |    | 639,300   |  |  |   | 831,800   | 
|1,700,000   |  |                        | 572,500  |    |  |    | 838,500   |  |  |   | 1,091,000 | 
|2,100,000   |  |                        | 708,500  |    |  |    | 1,037,700 |  |  |   | 1,350,200 | 
|2,500,000   |  |                        | 844,500  |    |  |    | 1,236,900 |  |  |   | 1,609,400 | 
|2,900,000   |  |                        | 980,500  |    |  |    | 1,436,100 |  |  |   | 1,868,600 | 
|           

Bell Canada
   36    2002 Annual Information
Form



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##### Table of Contents



SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Montreal, Province of Quebec, Canada.

| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | Bell Canada                                                                            
| |                                                                                        
| |                                                                                        
| | (signed) Michael T. Boychuk
Senior Vice-President and Treasurer
 
Date:  April 10, 2003





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##### Table of Contents



CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER IN ACCORDANCE
WITH SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Sabia, Chief Executive Officer of Bell Canada, certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Bell Canada;                                                                                                                                                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               

|   |  |                                                                                                                                                                                                                                                                                             
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
|  
|b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                  
|  
|c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

|   |  |                                                                                                                                                                                                   
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors:

|   |  |                                                                                                                                                                                                                                                                                               
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
|  
|b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

|   |  |                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

| |                                                                               
| | ------------------------------------------------------------------------------
| | April 10, 2003                                                                
| |                                                                               
| |                                                                               
| | (signed) Michael J. Sabia
Michael J. Sabia
Chief Executive Officer
Bell Canada





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CERTIFICATION OF THE CHIEF FINANCIAL OFFICER IN ACCORDANCE
WITH SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick Pichette, Chief Financial Officer of Bell Canada, certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Bell Canada;                                                                                                                                                                                                                                                         
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|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
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|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
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|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               

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|a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
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|b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                  
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|c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

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|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors:

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|a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
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|b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

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|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

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| | April 10, 2003                                                                
| |                                                                               
| |                                                                               
| | (signed) Patrick Pichette
Patrick Pichette
Chief Financial Officer
Bell Canada





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##### Table of Contents



LIST OF EXHIBITS
TO FORM 40-F

|                                       |  |              |  | 
|-------------------------------------- |  | ------------ |  | 
|Bell Canada 2002 Financial Information |  | Exhibit 99.1
|Independent Auditors Consent          |  | Exhibit 99.2